Common use of Equity Capitalization Clause in Contracts

Equity Capitalization. Immediately prior to the Initial Closing, after giving effect to the conversion of the Company’s outstanding preferred shares, the conversion of the Company’s outstanding convertible promissory notes and the amendment to the Company’s articles of association to be completed as of immediately prior to the Initial Closing as described in the Memorandum, the authorized share capital of the Company will consist of 100,000,000 Ordinary Shares, of which, 11,594,417 will be issued and outstanding and 2,085,782 shares will be reserved for issuance pursuant to options, warrants and convertible notes (other than the Warrants). All of such outstanding shares will be, as of immediately prior to the Initial Closing, duly authorized, validly issued, fully paid and nonassessable. Schedule 3(p)(i) sets forth the capitalization of the Company immediately following the Initial Closing (assuming sales of both the Minimum Offering Amount and Maximum Offering Amount) including, without limitation, the number of shares of the following: (i) issued and outstanding Ordinary Shares; (ii) granted stock options, including vesting schedule and exercise price; (iii) Ordinary Shares reserved for future award grants under any share option plan, and (iv) warrants or stock purchase rights. Except as disclosed in Schedule 3(p)(ii) or as contemplated by this Agreement and the other Transaction Documents, immediately following the Initial Closing, (i) none of the Company’s or its Subsidiary’s share capital will be subject to preemptive rights or any other similar rights or Liens suffered or permitted by the Company or any Subsidiary (except for restrictions on transfer under applicable law); (ii) there will be 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 of the Company or its Subsidiary, or contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional share capital of the Company or its 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 share capital of the Company or its Subsidiary; (iii) there will be no outstanding debt securities, notes, credit agreements, credit facilities or other agreements, documents or instruments evidencing Indebtedness of the Company or its Subsidiary or by which the Company or its Subsidiary is or may become bound; (iv) there will be no financing statements securing obligations in any amounts filed in connection with the Company or its Subsidiary; (v) there will be no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of their securities under the 1933 Act (except pursuant to the Registration Rights Agreement) or to cause the Company or its Subsidiary to publish a prospectus qualifying the public sale or trading of its securities under the Israeli Securities Law or any similar law in any jurisdiction and the Company or its Subsidiary will not be under any obligation to register its securities and/or publish a prospectus; (vi) there will be no outstanding securities or instruments of the Company or its Subsidiary which contain any redemption or similar provisions, and there will be no contracts, commitments, understandings or arrangements by which the Company or its Subsidiary is or may become bound to redeem a security of the Company or its Subsidiary; (vii) there will be no securities or instruments containing rights of first refusal, conversion rights, anti-dilution, exchange rights or similar provisions that will be triggered by the issuance of the Securities; (viii) to the knowledge of the Company, there will be no voting agreements with respect to the share capital of the Company or its Subsidiary and there will be no agreements relating to the issuance, sale, redemption, transfer or other disposition of the share capital of the Company or its Subsidiary to which the Company or its Subsidiary is party or, to the knowledge of the Company, between shareholders of the Company or its Subsidiary, (ix) neither the Company nor its Subsidiary will have any share appreciation rights or “phantom share” plans or agreements or any similar plan or agreement. A true, correct and complete copy of the Company’s articles of association to be in effect at the Initial Closing is attached as Schedule 3(p)(iii).

Equity Capitalization. Immediately prior to the Initial Closing, after giving effect to the conversion (i) As of the Company’s outstanding preferred shares, the conversion of the Company’s outstanding convertible promissory notes and the amendment to the Company’s articles of association to be completed as of immediately prior to the Initial Closing as described in the Memorandumdate hereof, the authorized share capital stock of the Company will consist consists of 100,000,000 Ordinary Shares(A) 150,000,000 shares of Common Stock, of whichwhich as of March 10, 11,594,417 will be 2009, 77,195,120 shares are issued and outstanding and 2,085,782 (B) 8,000,000 shares will be reserved for issuance pursuant to optionsof Preferred Stock, warrants of which no shares are issued and convertible notes (other than the Warrants)outstanding. All of such outstanding shares will be, as of immediately prior to the Initial Closing, duly authorized, have been validly issued, issued and are fully paid and nonassessable. Schedule 3(p)(i) sets forth the capitalization of the Company immediately following Immediately prior to the Initial Closing (assuming sales of both the Minimum Offering Amount and Maximum Offering Amount) includingDate, without limitation, the number of no shares of Preferred Stock shall be outstanding and as of each Closing Date the following: (i) issued and outstanding Ordinary Shares; Series A Preferred Stock shall be the sole authorized or designated series of Preferred Stock. (ii) granted stock options, including vesting schedule and exercise price; (iii) Ordinary Shares reserved for future award grants under any share option plan, and (iv) warrants or stock purchase rights. Except as disclosed set forth in Schedule 3(p)(ii) or as contemplated by this Agreement and the other Transaction Documents3(c), immediately following the Initial Closing, (i) none no shares of the Company’s or its Subsidiary’s share capital will be stock are subject to preemptive rights or any other similar rights or Liens suffered or permitted rights. Except as set forth in Schedule 3(c), and except for (a) contingent warrants issuable pursuant to that certain Second Amended and Restated Senior Subordinated Revolving Credit Agreement, dated February 27, 2009, by and between the Company and Safeguard Delaware, Inc., including the Continuance Warrant and the Monthly Warrants (each as defined therein), (b) options to purchase 2,330,849 shares of Common Stock issued or any Subsidiary issuable pursuant to the Company’s 1996 Equity Incentive Plan, (except for restrictions on transfer under applicable law); c) options to purchase 3,705,325 shares of Common Stock issued or issuable pursuant to the Company’s 2007 Incentive Award Plan, and (iid) options to purchase 1,350,000 shares of Common Stock issued or issuable outside of the Company’s 1996 Equity Incentive Plan and 2007 Incentive Award Plan, (A) there will be 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, into or exercisable or exchangeable for, any share shares of capital stock of the Company or any of its SubsidiarySubsidiaries, or contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional share shares of capital stock of the Company or any of its Subsidiary Subsidiaries or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, into or exercisable or exchangeable for, any share shares of capital stock of the Company or its Subsidiary; (iii) there will be no outstanding debt securities, notes, credit agreements, credit facilities or other agreements, documents or instruments evidencing Indebtedness of the Company or its Subsidiary or by which the Company or its Subsidiary is or may become bound; (iv) there will be no financing statements securing obligations in any amounts filed in connection with the Company or its Subsidiary; (v) there will be no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of their securities under the 1933 Act (except pursuant to the Registration Rights Agreement) or to cause the Company or its Subsidiary to publish a prospectus qualifying the public sale or trading of its securities under the Israeli Securities Law or any similar law in any jurisdiction and the Company or its Subsidiary will not be under any obligation to register its securities and/or publish a prospectusSubsidiaries; (viB) there will be are no outstanding securities or instruments of the Company or any of its Subsidiary Subsidiaries which contain any redemption or similar provisions, and there will be are no contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiary Subsidiaries is or may become bound to redeem a security of the Company or any of its SubsidiarySubsidiaries; (viiC) there will be are no securities or instruments containing rights of first refusal, conversion rights, anti-dilution, exchange rights dilution or similar provisions that will be triggered by the issuance of the SecuritiesSecurities as described in this Agreement; and (viiiD) to the knowledge of the Company, there will be no voting agreements with respect to the share capital of the Company or its Subsidiary and there will be no agreements relating to the issuance, sale, redemption, transfer or other disposition of the share capital of the Company or its Subsidiary to which the Company or its Subsidiary is party or, to the knowledge of the Company, between shareholders of the Company or its Subsidiary, (ix) neither the Company nor its Subsidiary will does not have any share stock appreciation rights or “phantom sharestock” plans or agreements or any similar plan or agreement. A true, . (iii) The Company has furnished or made available to each Purchaser true and correct and complete copy copies of the Company’s articles Certificate of association to be Incorporation, as amended and as in effect at on the date hereof (the “Certificate of Incorporation”) and the Company’s Bylaws, as amended and as in effect on the date hereof and as of the applicable Closing (the “Bylaws”). The Company does not have any certificate of designations in effect as of the date hereof or as of any Closing Date (other than the Certificate of Designations, which will be effective prior to the Initial Closing is attached as Schedule 3(p)(iiiDate).

Equity Capitalization. Immediately prior to the Initial Closing, after giving effect to the conversion As of the Company’s outstanding preferred shares, the conversion of the Company’s outstanding convertible promissory notes and the amendment to the Company’s articles of association to be completed as of immediately prior to the Initial Closing as described in the Memorandumdate hereof, the authorized share capital stock of the Company will consist consists solely of 100,000,000 Ordinary Shares(i) 1,250,000,000 shares of Common Stock, of which, 11,594,417 will be 1,786,157 shares of Common Stock are issued and outstanding and 2,085,782 4,691,279 shares will be are reserved for issuance pursuant to options, warrants and convertible notes outstanding Convertible Securities (as defined below) (other than the Preferred Shares and the Warrants); and (ii) 50,000,000 shares of Preferred Stock, of which 72,992 shares of Series D Convertible Preferred Stock are issued and outstanding, 474 shares of Series F Convertible Preferred Stock, par value $0.001 per share (“Series F Preferred Stock”), are issued and outstanding, 531 shares of Series F-1 Convertible Preferred Stock, par value $0.001 per share (“Series F-1 Preferred Stock”), are issued and outstanding, and 9,117 shares of Series G Convertible Preferred Stock, par value $0.001 per share (“Series G Preferred Stock”), are issued and outstanding. “Convertible Securities” means any capital stock or other security of the Company or any of its Subsidiaries that is at any time and under any circumstances directly or indirectly convertible into, exercisable or exchangeable for, or which otherwise entitles the holder thereof to acquire, any capital stock or other security of the Company (including, without limitation, Common Stock) or any of its Subsidiaries. All of such outstanding shares are duly authorized and have been, or upon issuance will be, as of immediately prior to the Initial Closing, duly authorized, validly issued, issued and are fully paid and nonassessable. Schedule 3(p)(i) sets forth the capitalization of the Company immediately following the Initial Closing (assuming sales of both the Minimum Offering Amount and Maximum Offering Amount) including, without limitation, the number of shares of the following: (i) issued and outstanding Ordinary Shares; (ii) granted stock options, including vesting schedule and exercise price; (iii) Ordinary Shares reserved for future award grants under any share option plan, and (iv) warrants or stock purchase rightsnon-assessable. Except as disclosed in Schedule 3(p)(ii) or as contemplated by this Agreement and the other Transaction SEC Documents, immediately following the Initial Closing, (i) none of the Company’s or its any Subsidiary’s share capital will be stock is subject to preemptive rights or any other similar rights or Liens any liens or encumbrances suffered or permitted by the Company or any Subsidiary (except for restrictions on transfer under applicable law)Subsidiary; (ii) there will be 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 its SubsidiarySubsidiaries, or contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional share capital stock of the Company or any of its Subsidiary 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 SubsidiarySubsidiaries; (iii) there will be 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 Subsidiary Subsidiaries or by which the Company or any of its Subsidiary Subsidiaries is or may become bound; (iv) there will be are no financing statements securing obligations in any amounts filed in connection with the Company or any of its SubsidiarySubsidiaries; (v) there will be are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of their securities under the 1933 Act (except pursuant to the Registration Rights Agreement) or to cause the Company or its Subsidiary to publish a prospectus qualifying the public sale or trading of its securities under the Israeli Securities Law or any similar law in any jurisdiction and the Company or its Subsidiary will not be under any obligation to register its securities and/or publish a prospectus); (vi) there will be are no outstanding securities or instruments of the Company or any of its Subsidiary Subsidiaries which contain any redemption or similar provisions, and there will be are no contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiary Subsidiaries is or may become bound to redeem a security of the Company or any of its SubsidiarySubsidiaries; (vii) there will be are no securities or instruments containing rights of first refusal, conversion rights, anti-dilution, exchange rights dilution or similar provisions that will be triggered by the issuance of the Securities; (viii) to the knowledge of the Company, there will be no voting agreements with respect to the share capital of the Company or its Subsidiary and there will be no agreements relating to the issuance, sale, redemption, transfer or other disposition of the share capital of the Company or its Subsidiary to which the Company or its Subsidiary is party or, to the knowledge of the Company, between shareholders of the Company or its Subsidiary, (ix) neither the Company nor its any Subsidiary will have has any share stock appreciation rights or “phantom sharestock” plans or agreements or any similar plan or agreement; 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 or its Subsidiaries’ respective businesses and which, individually or in the aggregate, do not or could not have a Material Adverse Effect. A The Company has furnished to the Buyers true, correct and complete copy copies of the Company’s articles Certificate of association to be Incorporation, as amended and as in effect at on the Initial Closing is attached date hereof (the “Certificate of Incorporation”), and the Company’s bylaws, as Schedule 3(p)(iiiamended and as in effect on the date hereof (the “Bylaws”), and the terms of all Convertible Securities convertible into, or exercisable or exchangeable for, shares of Common Stock and the material rights of the holders thereof in respect thereto.

Equity Capitalization. Immediately prior to the Initial Closing, after giving effect to the conversion As of the Company’s outstanding preferred shares, the conversion of the Company’s outstanding convertible promissory notes and the amendment to the Company’s articles of association to be completed as of immediately prior to the Initial Closing as described in the Memorandumdate hereof, the authorized share capital stock of the Company will consist consists of 100,000,000 Ordinary Shares(x) 225,000,000 shares of Common Stock, of which, 11,594,417 will be which 21,900,732 are issued and outstanding outstanding, 75,000,000 shares of Class B Common Stock, of which 9,507,988 are issued and 2,085,782 outstanding, 11,794,786 shares will be of Common Stock are reserved for issuance pursuant to options, warrants the Company’s stock option and convertible notes purchase plans and 32,046 shares of Common Stock are reserved for issuance pursuant to securities (other than the Debentures and the Warrants) exercisable or exchangeable for, or convertible into, shares of Common Stock, and (y) 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), the Company is obligated to issue $1 million worth of Common Stock to Aether Systems, 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 the Aether Acquisition. All of such outstanding shares have been, or upon issuance will be, as of immediately prior to the Initial Closing, duly authorized, validly issued, issued and are fully paid and nonassessable. Schedule 3(p)(i) sets forth the capitalization of the Company immediately following the Initial Closing (assuming sales of both the Minimum Offering Amount and Maximum Offering Amount) including, without limitation, the number of shares of the following: (i) issued and outstanding Ordinary Shares; (ii) granted stock options, including vesting schedule and exercise price; (iii) Ordinary Shares reserved for future award grants under any share option plan, and (iv) warrants or stock purchase rights. Except as disclosed in Schedule 3(p)(ii3(p) or as contemplated by this Agreement and of the other Transaction Documents, immediately following the Initial Closing, Disclosure Schedule: (i) none no shares of the Company’s or its Subsidiary’s share capital will be stock are subject to preemptive rights or any other similar rights or Liens any liens or encumbrances suffered or permitted by the Company or any Subsidiary (except for restrictions on transfer under applicable law)Company; (ii) there will be 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 shares of capital stock of the Company or any of its SubsidiarySubsidiaries, or contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional share shares of capital stock of the Company or any of its Subsidiary 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 shares of capital stock of the Company or any of its SubsidiarySubsidiaries; (iii) there will be 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 Subsidiary Subsidiaries or by which the Company or any of its Subsidiary Subsidiaries is or may become bound; (iv) there will be are no financing statements securing obligations in any amounts material amounts, either singly or in the aggregate, filed in connection with the Company or its SubsidiaryCompany; (v) there will be are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of their securities under the 1933 Act (except pursuant to the Registration Rights Agreement) or to cause the Company or its Subsidiary to publish a prospectus qualifying the public sale or trading of its securities under the Israeli Securities Law or any similar law in any jurisdiction and the Company or its Subsidiary will not be under any obligation to register its securities and/or publish a prospectus); (vi) there will be are no outstanding securities or instruments of the Company or any of its Subsidiary Subsidiaries which contain any redemption or similar provisions, and there will be are no contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiary Subsidiaries is or may become bound to redeem a security of the Company or any of its SubsidiarySubsidiaries; (vii) there will be are no securities or instruments containing rights of first refusal, conversion rights, anti-dilution, exchange rights dilution or similar provisions that will be triggered by the issuance of the Securities; (viii) to the knowledge of the Company, there will be no voting agreements with respect to the share capital of the Company or its Subsidiary and there will be no agreements relating to the issuance, sale, redemption, transfer or other disposition of the share capital of the Company or its Subsidiary to which the Company or its Subsidiary is party or, to the knowledge of the Company, between shareholders of the Company or its Subsidiary, (ix) neither the Company nor its Subsidiary will does not have any share stock appreciation rights or “phantom sharestock” plans or agreements or any similar plan or agreement. A true; 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, correct and complete copy other than those incurred in the ordinary course of the Company’s articles of association to be or its Subsidiaries’ respective businesses and which, individually or in effect at the Initial Closing is attached as Schedule 3(p)(iii)aggregate, do not or would not have a Material Adverse Effect.’

Equity Capitalization. Immediately prior As of the date hereof (without giving effect to the Initial ClosingLexico Acquisition), the authorized capital stock of the Company consists of (i) 30,000,000 shares of Common Stock, of which as of the date hereof, 7,859,890 are issued and outstanding, 2,291,779 shares are reserved for issuance pursuant to the Company’s stock option and purchase plans and 1,157,763 shares are reserved for issuance pursuant to securities (other than the aforementioned options, and the Notes) exercisable or exchangeable for, or convertible into, shares of Common Stock and (ii) 1,000,000 shares of preferred stock, par value $0.01 per share, of which as of the date hereof, none are issued and outstanding. As of the Closing Date, after giving effect to the conversion of the Company’s outstanding preferred shares, the conversion of the Company’s outstanding convertible promissory notes Lexico Acquisition and the amendment to the Company’s articles of association to be completed as of immediately prior to the Initial Closing as described assuming such public offering price in the MemorandumFollow-On Offering as is set forth on Exhibit D, the authorized share capital stock of the Company will shall consist of 100,000,000 Ordinary Shares(i) 30,000,000 shares of Common Stock, of which, 11,594,417 will 20,393,308 shall be issued and outstanding and 2,085,782 outstanding, 2,291,779 shares will shall be reserved for issuance pursuant to options, warrants the Company’s stock option and convertible notes purchase plans and 1,157,763 shares shall be reserved for issuance pursuant to securities (other than the Warrants)aforementioned options, and the Notes) exercisable or exchangeable for, or convertible into, shares of Common Stock and (ii) 1,000,000 shares of preferred stock, par value $0.01 per share, of which, none shall be issued and outstanding. All of such outstanding shares have been, or upon issuance will be, as of immediately prior to the Initial Closing, duly authorized, validly issued, issued and are fully paid and nonassessable. Schedule 3(p)(i) sets forth the capitalization of the Company immediately following the Initial Closing (assuming sales of both the Minimum Offering Amount and Maximum Offering Amount) including, without limitation, the number of shares of the following: (i) issued and outstanding Ordinary Shares; (ii) granted stock options, including vesting schedule and exercise price; (iii) Ordinary Shares reserved for future award grants under any share option plan, and (iv) warrants or stock purchase rights. Except as disclosed in Schedule 3(p)(ii) or as contemplated by this Agreement and the other Transaction Documents, immediately following the Initial Closing, 3: (i) none of the Company’s or its Subsidiary’s share capital will be stock is subject to preemptive rights or any other similar rights or Liens any liens or encumbrances suffered or permitted by the Company or any Subsidiary (except for restrictions on transfer under applicable law)Company; (ii) there will be 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 its SubsidiarySubsidiaries, or contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional share capital stock of the Company or any of its Subsidiary 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 SubsidiarySubsidiaries; (iii) there will be 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 Subsidiary Subsidiaries or by which the Company or any of its Subsidiary Subsidiaries is or may become bound; (iv) there will be are no financing statements securing obligations in any amounts material amounts, either singly or in the aggregate, filed in connection with the Company or any of its SubsidiarySubsidiaries; (v) there will be are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of their securities under the 1933 Act (except pursuant to the Registration Rights Agreement) or to cause the Company or its Subsidiary to publish a prospectus qualifying the public sale or trading of its securities under the Israeli Securities Law or any similar law in any jurisdiction and the Company or its Subsidiary will not be under any obligation to register its securities and/or publish a prospectus); (vi) there will be are no outstanding securities or instruments of the Company or any of its Subsidiary Subsidiaries which contain any redemption or similar provisions, and there will be are no contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiary Subsidiaries is or may become bound to redeem a security of the Company or any of its SubsidiarySubsidiaries; (vii) there will be are no securities or instruments containing rights of first refusal, conversion rights, anti-dilution, exchange rights dilution or similar provisions that will be triggered by the issuance of the Securities; (viii) to the knowledge of the Company, there will be no voting agreements with respect to the share capital of the Company or its Subsidiary and there will be no agreements relating to the issuance, sale, redemption, transfer or other disposition of the share capital of the Company or its Subsidiary to which the Company or its Subsidiary is party or, to the knowledge of the Company, between shareholders of the Company or its Subsidiary, (ix) neither the Company nor its Subsidiary will does not have any share stock appreciation rights or “phantom sharestock” plans or agreements or any similar plan or agreement; 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 or its Subsidiaries’ respective businesses and which, individually or in the aggregate, do not or would not have a Material Adverse Effect. A The Company has furnished to the Buyers true, correct and complete copy copies of the Company’s articles Certificate of association to be Incorporation, as amended and as in effect at on the Initial Closing is attached date hereof (the “Certificate of Incorporation”), and the Company’s Bylaws, as Schedule 3(p)(iiiamended and as in effect on the date 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. Immediately prior to the Initial Closing, after giving effect to the conversion As of the Company’s outstanding preferred shares, the conversion of the Company’s outstanding convertible promissory notes and the amendment to the Company’s articles of association to be completed as of immediately prior to the Initial Closing as described in the Memorandumdate hereof, the authorized share capital stock of the Company will consist consists of 100,000,000 Ordinary Shares(i) 120,000,000 shares of Common Stock, of which, 11,594,417 will be as of the date hereof, 96,682,952 shares are issued and outstanding and 2,085,782 outstanding, 404,512 shares will be are reserved for issuance pursuant to options, warrants the Company’s employee equity incentive compensation plans and convertible notes 16,980,361 shares are reserved for issuance pursuant to securities (other than the WarrantsNotes) exercisable or exchangeable for, or convertible into, shares of Common Stock, and (ii) 5,000,000 shares of preferred stock, par value $1.00 per share, of which, as of the date hereof, 4,345,514 shares are issued and outstanding and designated as Class A Convertible Preferred Stock (the “Class A Preferred”). All of such outstanding shares have been, or upon issuance will be, as of immediately prior to the Initial Closing, duly authorized, validly issued, issued and are fully paid and nonassessable. Schedule 3(p)(i) sets forth Upon approval of the capitalization matters being voted upon at the meeting of the Company’s stockholders scheduled to be held on February 17, 2010, the par value of the Common Stock shall be $0.01 per share, and, assuming all outstanding shares of Class A Preferred are converted into shares of Common Stock and no shares of Common Stock are issued pursuant to the exercise or vesting of outstanding equity awards and there are no forfeitures of outstanding equity awards after the date hereof, the authorized capital stock of the Company immediately following the Initial Closing shall consist of (assuming sales of both the Minimum Offering Amount and Maximum Offering Amountx) including, without limitation, the number of 2,000,000,000 shares of the following: (i) Common Stock, which, as of such date, no more than 1,053,912,776 shares shall be issued and outstanding Ordinary Shares; (ii) granted stock optionsoutstanding, including vesting schedule and exercise price; (iii) Ordinary Shares 404,512 shares shall be reserved for future award grants under any share option planissuance pursuant to the Company’s employee equity incentive compensation plans and 16,980,361 shares shall be reserved for issuance pursuant to securities (other than the Notes) exercisable or exchangeable for, or convertible into, shares of Common Stock, and (ivy) warrants or 5,000,000 shares of preferred stock, par value $1.00 per share, which, as of such date, no shares of preferred stock purchase rightsshall be issued and outstanding. Except as disclosed or described in Schedule 3(p)(iithe Recent SEC Documents: (A) or as contemplated by this Agreement and the other Transaction Documents, immediately following the Initial Closing, (i) none no shares of the Company’s or its Subsidiary’s share capital will be stock are subject to preemptive rights or any other similar rights or Liens any liens or encumbrances suffered or permitted by the Company or any Subsidiary (except for restrictions on transfer under applicable law)Company; (iiB) there will be 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 shares of capital stock of the Company or any of its SubsidiarySubsidiaries, or contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional share shares of capital stock of the Company or any of its Subsidiary 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 shares of capital stock of the Company or any of its SubsidiarySubsidiaries; (iiiC) there will be are no outstanding debt securities, notes, credit agreements, credit facilities or other agreements, documents or instruments evidencing Indebtedness in an amount in excess of $5,000,000 (excluding intercompany Indebtedness) of the Company or any of its Subsidiary Subsidiaries or by which the Company or any of its Subsidiary Subsidiaries is or may become bound; (ivD) there will be are no financing statements securing obligations in any amounts filed material amounts, either singly or in connection with the aggregate, naming the Company or any of its SubsidiarySubsidiaries (other than liens permitted by the Financing Facilities); (vE) there will be are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of their securities under the 1933 Securities Act (except pursuant to the Registration Rights Agreement) or to cause the Company or its Subsidiary to publish a prospectus qualifying the public sale or trading of its securities under the Israeli Securities Law or any similar law in any jurisdiction and the Company or its Subsidiary will not be under any obligation to register its securities and/or publish a prospectus); (viF) there will be are no outstanding securities or instruments of the Company or any of its Subsidiary Subsidiaries which contain any redemption or similar provisions, and there will be are no contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiary Subsidiaries is or may become bound to redeem a security of the Company or any of its SubsidiarySubsidiaries; (viiG) there will be are no securities or instruments containing rights of first refusal, conversion rights, anti-dilution, exchange rights dilution or similar provisions that will be triggered by the issuance of the Securities; (viiiH) to the knowledge of the Company, there will be no voting agreements with respect to the share capital of the Company or its Subsidiary and there will be no agreements relating to the issuance, sale, redemption, transfer or other disposition of the share capital of the Company or its Subsidiary to which the Company or its Subsidiary is party or, to the knowledge of the Company, between shareholders of the Company or its Subsidiary, (ix) neither the Company nor its Subsidiary will does not have any share stock appreciation rights or “phantom sharestock” plans or agreements or any similar plan or agreement; and (I) the Company and its Subsidiaries have no liabilities or obligations required to be disclosed or described in the SEC Documents but not so disclosed or described in the SEC Documents, other than those incurred in the ordinary course of the Company’s or any Subsidiary’s respective businesses or which, individually or in the aggregate, do not or would not be reasonably likely to have a Material Adverse Effect. A The Company confirms that it has filed with the SEC true, correct and complete copy copies of the Company’s articles Certificate of association to be Incorporation, as amended and as in effect at on the Initial Closing is attached date hereof (the “Certificate of Incorporation”), and the Company’s Bylaws, as Schedule 3(p)(iiiamended and as in effect on the date 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. Immediately prior to the Initial Closing, after giving effect to the conversion (a) As of the Company’s outstanding preferred shares, the conversion of the Company’s outstanding convertible promissory notes and the amendment to the Company’s articles of association to be completed as of immediately prior to the Initial Closing as described in the MemorandumEffective Date, the authorized share capital of the Company will consist consists of 100,000,000 Ordinary Shares200,000,000 Common Shares and 1,000,000 shares of preferred stock (“Preferred Stock”), of whichwhich 200 are authorized as Series A Preferred Stock, 11,594,417 will be issued 600 are authorized as Series B Preferred Stock, 4,200 are authorized as Series C Preferred Stock, 1,400 are authorized as Series D Preferred Stock, 1,000 are authorized as Series E Preferred Stock and 200,000 are authorized as Series F Junior Participating Preferred Stock. As of the date hereof, the Company has 23,040,350 Common Shares outstanding, 105 shares of Series C Preferred Stock outstanding and 2,085,782 no shares will be reserved for issuance of Series A Convertible Preferred Stock, Series B Convertible Preferred Stock, Series D Convertible Preferred Stock, Series E Convertible Preferred Stock or Series F Junior Participating Preferred Stock outstanding. (b) The Common Shares are registered pursuant to optionsSection 12(b) of the Exchange Act and are currently listed on the Principal Market under the trading symbol “BSGM.” The Company has taken no action designed to, warrants or reasonably likely to have the effect of, terminating the registration of the Common Shares under the Exchange Act or delisting the Common Shares from the Principal Market, nor has the Company received any notification that the SEC or the Principal Market is contemplating terminating such registration or listing. To the Company’s knowledge, it is in compliance with all applicable listing requirements of the Principal Market in all material respects. (c) Except as disclosed in the SEC Documents and convertible notes (other than the Warrants). All of such outstanding shares will be, as of immediately prior pursuant to the Initial Closing, duly authorized, validly issued, fully paid incentive compensation and nonassessable. Schedule 3(p)(i) sets forth the capitalization similar arrangements of the Company immediately following the Initial Closing (assuming sales or any of both the Minimum Offering Amount and Maximum Offering Amount) including, without limitation, the number of shares of the followingits Subsidiaries: (i) issued and outstanding Ordinary Shares; (ii) granted stock optionsexcept as has been validly waived or complied with, including vesting schedule and exercise price; (iii) Ordinary Shares reserved for future award grants under any share option plan, and (iv) warrants or stock purchase rights. Except as disclosed in Schedule 3(p)(ii) or as contemplated by this Agreement and the other Transaction Documents, immediately following the Initial Closing, (i) none of the Company’s or its any Subsidiary’s share shares, interests or capital will be stock is subject to preemptive rights or any other similar rights or Liens liens suffered or permitted by the Company or any Subsidiary (except for restrictions on transfer under applicable law); Subsidiary; (ii) there will be 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 shares, interests or capital stock of the Company or any of its SubsidiarySubsidiaries, or contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional share shares, interests or capital stock of the Company or any of its Subsidiary 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 shares, interests or capital stock of the Company or any of its Subsidiary; Subsidiaries; (iii) except as has been validly waived or complied with, there will be no outstanding debt securities, notes, credit agreements, credit facilities or other agreements, documents or instruments evidencing Indebtedness of the Company or its Subsidiary or by which the Company or its Subsidiary is or may become bound; (iv) there will be no financing statements securing obligations in any amounts filed in connection with the Company or its Subsidiary; (v) there will be are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of their securities under the 1933 Securities Act (except pursuant to the Registration Rights Agreement) or to cause the Company or its Subsidiary to publish a prospectus qualifying the public sale or trading of its securities under the Israeli Securities Law or any similar law in any jurisdiction and the Company or its Subsidiary will not be under any obligation to register its securities and/or publish a prospectus; this Agreement); (viiv) there will be are no outstanding securities or instruments of the Company or any of its Subsidiary Subsidiaries which contain any redemption or similar provisions, and there will be are no contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiary Subsidiaries is or may become bound to redeem a security of the Company or any of its Subsidiary; Subsidiaries; and (viiv) there will be are no securities or instruments containing rights of first refusal, conversion rights, anti-dilution, exchange rights dilution or similar provisions that will be triggered by the issuance of the Securities; (viii) to the knowledge of the Company, there will be no voting agreements with respect to the share capital of the Company or its Subsidiary and there will be no agreements relating to the issuance, sale, redemption, transfer or other disposition of the share capital of the Company or its Subsidiary to which the Company or its Subsidiary is party or, to the knowledge of the Company, between shareholders of the Company or its Subsidiary, (ix) neither the Company nor its Subsidiary will have any share appreciation rights or “phantom share” plans or agreements or any similar plan or agreement. A true, correct and complete copy of the Company’s articles of association to be in effect at the Initial Closing is attached as Schedule 3(p)(iii)Shares.

Equity Capitalization. Immediately prior to As of the Initial Closingdate hereof, after giving effect to the conversion authorized capital stock of the Company consists of 45,000,000 shares of Common Stock and 1,000,000 shares of preferred stock, par value $0.01 per share. As of December 31, 2016, (i)(A) 3,622,851 shares of 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 Company’s outstanding preferred shares, the conversion (D) 225,000 shares of the Company’s outstanding convertible promissory notes and the amendment Common Stock were reserved for issuance of equity incentives pursuant to the Company’s articles 2013 Equity Compensation Plan, (E) options to purchase 95,741 shares of association 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 be completed as purchase up to 170,314 shares of immediately prior to Common Stock were outstanding, (G) no shares of restricted stock granted under the Initial Closing as described in the Memorandum2013 Equity Compensation Plan were outstanding, the authorized share capital and (ii) no shares of preferred stock of the Company will consist of 100,000,000 Ordinary Shares, of which, 11,594,417 will be issued and outstanding and 2,085,782 shares will be reserved for issuance pursuant to options, warrants and convertible notes (other than the Warrants)were outstanding. All of such outstanding shares of Common Stock are duly authorized and have been, or upon issuance will be, as of immediately prior to the Initial Closing, duly authorized, validly issued, fully paid and nonassessable. Schedule 3(p)(i) sets forth the capitalization All of the Company immediately following the Initial Closing (assuming sales of both the Minimum Offering Amount and Maximum Offering Amount) including, without limitation, the number of such outstanding shares of the following: (i) Common Stock have been have been issued in compliance in all material respects with all applicable federal and outstanding Ordinary Shares; (ii) granted stock options, including vesting schedule and exercise price; (iii) Ordinary Shares reserved for future award grants under any share option plan, and (iv) warrants or stock purchase rightsstate securities laws. Except as disclosed in Schedule 3(p)(ii) or as contemplated by this Agreement and the other Transaction Documents, immediately following the Initial Closing, (i) none None of the Company’s or its any Subsidiary’s share capital will be stock is subject to preemptive rights or any other similar rights or Liens suffered or permitted by the Company or any Subsidiary (except for restrictions on transfer under applicable law); (ii) there will be 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 share capital stock of the Company or any of its SubsidiarySubsidiaries, or contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional share capital stock of the Company or any of its Subsidiary 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 its Subsidiary; (iii) there will be no outstanding debt securities, notes, credit agreements, credit facilities or other agreements, documents or instruments evidencing Indebtedness of the Company or its Subsidiary or by which the Company or its Subsidiary is or may become bound; (iv) there will be no financing statements securing obligations in any amounts filed in connection with the Company or its Subsidiary; (v) there will be no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of their securities under the 1933 Act (except pursuant to the Registration Rights Agreement) or to cause the Company or its Subsidiary to publish a prospectus qualifying the public sale or trading of its securities under the Israeli Securities Law or any similar law in any jurisdiction and the Company or its Subsidiary will not be under any obligation to register its securities and/or publish a prospectus; (vi) there will be Subsidiaries. There are no outstanding securities or instruments of the Company or any of its Subsidiary Subsidiaries which contain any redemption or similar provisions, and there will be are no contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiary Subsidiaries is or may become bound to redeem a security of the Company or any of its Subsidiary; (vii) there will be no securities or instruments containing rights of first refusal, conversion rights, anti-dilution, exchange rights or similar provisions that will be triggered by the issuance of the Securities; (viii) to the knowledge of the Company, there will be no voting agreements with respect to the share capital of the Company or its Subsidiary and there will be no agreements relating to the issuance, sale, redemption, transfer or other disposition of the share capital of the Company or its Subsidiary to which the Company or its Subsidiary is party or, to the knowledge of the Company, between shareholders of the Company or its Subsidiary, (ix) neither Subsidiaries. Neither the Company nor its any Subsidiary will have has any share stock appreciation rights or “phantom sharestock” plans or agreements or any similar plan or agreement. A true, correct and complete copy of There are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the Company’s articles of association to be in effect at the Initial Closing is attached as Schedule 3(p)(iii)Share Issuance.

Equity Capitalization. Immediately prior to As of the Initial Closingdate hereof, after giving effect to the conversion authorized capital stock of the Company consists of 18,307,038 Common Shares; provided, however, that the Board of Directors of the Company has approved the amendment of the Company’s outstanding preferred shares, Memorandum of Association to permit the conversion issuance of up to 50,000,000 Common Shares. As of the Company’s outstanding convertible promissory notes and the amendment to the Company’s articles of association to be completed as of immediately prior to the Initial Closing as described in the Memorandumdate hereof, the authorized share capital of the Company will consist of 100,000,000 Ordinary Shares, of which, 11,594,417 will be 6,201,475 Common Shares are issued and outstanding and 2,085,782 outstanding, 1,295,867 shares will be are reserved for issuance pursuant to optionsthe Company’s stock option and purchase plans, warrants 293,880 shares are reserved for issuance pursuant to the Company’s outstanding warrants, issued pursuant to that certain Securities Purchase Agreement, dated as of February 21, 2014, by and among the Company and the buyers parties thereto (the “Warrant Purchase Agreement”) (such warrants, the “Old Warrants”) and no other shares are reserved for issuance pursuant to securities exercisable or exchangeable for, or convertible notes into, Shares; provided, however, that each Warrant Purchase Agreement requires that, so long as the Warrant remains outstanding, the Company to reserve for issuance 125% of the maximum number of Common Shares issuable under each of the Old Warrants. Moreover, each of the holders of the Old Warrants and the Company have executed Warrant Repurchase Agreements (other than fully executed copies of which have been provided to Buyer), each of which provides that upon receipt of payment from the Warrants)Company, such Warrant will be immediately cancelled. All of such outstanding shares have been, or upon issuance will be, as of immediately prior to the Initial Closing, duly authorized, validly issued, issued and are fully paid and nonassessable. Schedule 3(p)(i) sets forth the capitalization of the Company immediately following the Initial Closing (assuming sales of both the Minimum Offering Amount and Maximum Offering Amount) including, without limitation, the number of shares of the following: (i) issued and outstanding Ordinary Shares; (ii) granted stock options, including vesting schedule and exercise price; (iii) Ordinary Shares reserved for future award grants under any share option plan, and (iv) warrants or stock purchase rightsissued in compliance with federal and state securities laws and free and clear of all liens, claims and encumbrances. Except as disclosed in Schedule 3(p)(ii) or as contemplated by this Agreement The Company has furnished to the Buyer true, correct and the other Transaction Documents, immediately following the Initial Closing, (i) none complete copies of the Company’s or its SubsidiaryOrganizational Documents and the equivalent organizational documents of each of the Company’s share capital will be subject to preemptive rights or any other similar rights or Liens suffered or permitted by Subsidiaries, each as amended and as in effect on the Company or any Subsidiary (except for restrictions on transfer under applicable law); (ii) there will be no outstanding optionsdate hereof, warrants, scrip, rights to subscribe to, calls or commitments and the terms of any character whatsoever relating to, or all securities or rights convertible into, or exercisable or exchangeable for, any share capital Shares and the material rights of the Company or its Subsidiary, or contracts, commitments, understandings or arrangements by which holders thereof in respect thereto. None of the Company or any of its Subsidiaries is in violation or may become bound to issue additional share capital breach of the Company or its 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 share capital of the Company or its Subsidiary; (iii) there will be no outstanding debt securities, notes, credit agreements, credit facilities or other agreements, documents or instruments evidencing Indebtedness of the Company or its Subsidiary or by which the Company or its Subsidiary is or may become bound; (iv) there will be no financing statements securing obligations in any amounts filed in connection with the Company or its Subsidiary; (v) there will be no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of their securities under the 1933 Act (except pursuant organizational documents. The Shares when issued and allotted to the Registration Rights Agreement) or to cause Buyer in accordance with the Company or its Subsidiary to publish a prospectus qualifying the public sale or trading terms of its securities under the Israeli Securities Law or any similar law in any jurisdiction and the Company or its Subsidiary will not be under any obligation to register its securities and/or publish a prospectus; (vi) there this Agreement will be no outstanding securities or instruments of the Company or its Subsidiary which contain any redemption or similar provisionsduly and validly issued, and there will be no contractsissued in compliance with federal and state securities laws and free of all liens, commitments, understandings or arrangements by which the Company or its Subsidiary is or may become bound to redeem a security of the Company or its Subsidiary; (vii) there will be no securities or instruments containing rights of first refusal, conversion rights, anti-dilution, exchange rights or similar provisions that will be triggered by the issuance of the Securities; (viii) to the knowledge of the Company, there will be no voting agreements with respect to the share capital of the Company or its Subsidiary claims and there will be no agreements relating to the issuance, sale, redemption, transfer or other disposition of the share capital of the Company or its Subsidiary to which the Company or its Subsidiary is party or, to the knowledge of the Company, between shareholders of the Company or its Subsidiary, (ix) neither the Company nor its Subsidiary will have any share appreciation rights or “phantom share” plans or agreements or any similar plan or agreement. A true, correct and complete copy of the Company’s articles of association to be in effect at the Initial Closing is attached as Schedule 3(p)(iii)encumbrances.

Equity Capitalization. Immediately prior 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 Initial Closingissuance 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), after giving effect and such authorized capital stock conforms to the conversion 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 outstanding preferred shares, the conversion incorporation. As of the Company’s outstanding convertible promissory notes and the amendment to the Company’s articles of association to be completed as of date hereof, immediately prior to the Initial Closing as described in the Memorandumtransactions contemplated by this Agreement, the authorized share capital stock of the Company will consist consists of 100,000,000 Ordinary Shares(1) 75,000,000 shares of Common Stock, of which, 11,594,417 will be which 19,173,101 shares are issued and outstanding and 2,085,782 outstanding, 2,900,000 shares will be are reserved for issuance pursuant to optionsthe Company’s 2019 Equity Incentive Plan (the “Plan”) and 166,200 shares are reserved for issuance pursuant to warrants exercisable or exchangeable for, warrants or convertible into, Common Stock, and convertible notes (other than the Warrants)2) 2,000,000 shares of preferred stock, par value $0.001 per share, 28,000 of which have been designated as Series A Preferred Stock and are issued and outstanding. All of such outstanding shares have been, or upon issuance will be, as of immediately prior to the Initial Closing, duly authorized, validly issued, issued and are fully paid and nonassessable. Schedule 3(p)(i) sets forth the capitalization of the Company immediately following the Initial Closing (assuming sales of both the Minimum Offering Amount and Maximum Offering Amount) including, without limitation, the number of shares of the following: (i) issued and outstanding Ordinary Shares; (ii) granted stock options, including vesting schedule and exercise price; (iii) Ordinary Shares reserved for future award grants under any share option plan, and (iv) warrants or stock purchase rights. Except as disclosed in on Schedule 3(p)(ii3(f) hereto or as expressly contemplated by this Agreement and the other Transaction Documents, immediately following the Initial Closing, (i) none of the Company’s or its Subsidiary’s share capital will be stock is subject to preemptive rights or any other similar rights or Liens any liens or encumbrances suffered or permitted by the Company or any Subsidiary (except for restrictions on transfer under applicable law)Company; (ii) there will be 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 shares of capital stock of the Company or any of its SubsidiarySubsidiaries, or contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional share shares of capital stock of the Company or any of its Subsidiary 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 shares of capital stock of the Company or any of its SubsidiarySubsidiaries; (iii) there will be no outstanding debt securities, notes, credit agreements, credit facilities or other agreements, documents or instruments evidencing Indebtedness of the Company or its Subsidiary or by which the Company or its Subsidiary is or may become bound; (iv) there will be no financing statements securing obligations in any amounts filed in connection with the Company or its Subsidiary; (v) there will be are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of their securities under the 1933 Act (except pursuant to the Registration Rights Agreement) or to cause the Company or its Subsidiary to publish a prospectus qualifying the public sale or trading of its securities under the Israeli Securities Law or any similar law in any jurisdiction and the Company or its Subsidiary will not be under any obligation to register its securities and/or publish a prospectusAct; (viiv) there will be are no outstanding securities or instruments of the Company or any of its Subsidiary Subsidiaries which contain any redemption or similar provisions, and there will be are no contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiary Subsidiaries is or may become bound to redeem a security of the Company or any of its SubsidiarySubsidiaries; (viiv) there will be are no securities or instruments binding on the Company or any if Subsidiaries containing rights of first refusal, conversion rights, anti-dilution, exchange rights dilution or similar provisions that will be triggered by the issuance of the Securities; (viiivi) to the knowledge of the Company, there will be no voting agreements with respect to the share capital of the Company or its Subsidiary and there will be no agreements relating to the issuance, sale, redemption, transfer or other disposition of the share capital of the Company or its Subsidiary to which the Company or its Subsidiary is party or, to the knowledge of the Company, between shareholders of the Company or its Subsidiary, (ix) neither the Company nor its Subsidiary will does not have any share stock appreciation rights or “phantom sharestock” plans or agreements or any similar plan or agreement. A true; and (vii) the Company and its Subsidiaries have no liabilities or obligations required to be disclosed in the SEC Reports but not so disclosed in the SEC Reports, correct and complete copy other than those incurred in the ordinary course of the Company’s articles or any of association to be its Subsidiary’s’ respective businesses and which, individually or in effect at the Initial Closing is attached as aggregate, do not or would not have a Material Adverse Effect. Schedule 3(p)(iii)3(f) set forth the material terms of any outstanding warrants of the Company, including, without limitation, the exercise price, put rights or other special features and expiration date thereof.

Equity Capitalization. Immediately prior to the Initial ClosingAs of March 31, after giving effect to the conversion of the Company’s outstanding preferred shares, the conversion of the Company’s outstanding convertible promissory notes and the amendment to the Company’s articles of association to be completed as of immediately prior to the Initial Closing as described in the Memorandum2019, the authorized share capital stock of Histogenics consists of (i) 100,000,000 shares of Histogenics Common Stock, of which as of the Company will consist of 100,000,000 Ordinary Sharesdate hereof, of which, 11,594,417 will be 94,599,601 are issued and outstanding and 2,085,782 outstanding, 4,059,779 shares will be are reserved for issuance pursuant to optionsHistogenics’ stock option and purchase plans, warrants of which 1,803,167 shares are subject to outstanding Histogenics options granted under the Histogenics stock plans and convertible notes no shares are subject to outstanding Histogenics restricted stock units, and no shares are reserved for issuance pursuant to securities (other than the aforementioned options, Series A Convertible Preferred Stock and Warrants)) exercisable or exchangeable for, or convertible into, Histogenics Common Stock and (ii) 10,000,000 shares of preferred stock, par value $0.01 per share, of which 400.491 shares have been designated Series A Convertible Preferred Stock and have been issued and are outstanding as of the date hereof and 177,996 shares of Histogenics Common Stock were reserved for future issuance upon the conversion of such outstanding shares of Series A Convertible Preferred Stock. No shares of Histogenics Common Stock are held in treasury. All of such outstanding shares are duly authorized and have been, or upon issuance will be, as of immediately prior to the Initial Closing, duly authorized, validly issued, issued and are fully paid and nonassessable. Schedule 3(p)(i) sets forth the capitalization of the Company immediately following the Initial Closing (assuming sales of both the Minimum Offering Amount and Maximum Offering Amount) including, without limitation, the number of shares of the following: . (i) issued and outstanding Ordinary Shares; (ii) granted stock options, including vesting schedule and exercise price; (iii) Ordinary Shares reserved for future award grants under None of Histogenics’ or any share option plan, and (iv) warrants or stock purchase rights. Except as disclosed in Schedule 3(p)(ii) or as contemplated by this Agreement and the other Transaction Documents, immediately following the Initial Closing, (i) none of the Company’s or its Histogenics Subsidiary’s share capital will be stock is subject to preemptive rights or any other similar rights or Liens any liens or encumbrances suffered or permitted by the Company Histogenics or any Subsidiary (except for restrictions on transfer under applicable law)Histogenics Subsidiary; (ii) except as disclosed in Schedule 4(j)(ii), there will be 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 Histogenics or any of the Company or its SubsidiaryHistogenics Subsidiaries, or contracts, commitments, understandings or arrangements by which the Company Histogenics or any of its the Histogenics Subsidiaries is or may become bound to issue additional share capital stock of Histogenics or any of the Company or its Subsidiary Histogenics 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 of the Company or its Subsidiary; (iii) there will be no outstanding debt securities, notes, credit agreements, credit facilities or other agreements, documents or instruments evidencing Indebtedness of the Company or its Subsidiary or by which the Company or its Subsidiary is or may become bound; (iv) there will be no financing statements securing obligations in any amounts filed in connection with the Company or its Subsidiary; (v) there will be no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of their securities under the 1933 Act (except pursuant to the Registration Rights Agreement) or to cause the Company or its Subsidiary to publish a prospectus qualifying the public sale or trading of its securities under the Israeli Securities Law or any similar law in any jurisdiction and the Company or its Subsidiary will not be under any obligation to register its securities and/or publish a prospectus; (vi) there will be no outstanding securities or instruments of the Company or its Subsidiary which contain any redemption or similar provisions, and there will be no contracts, commitments, understandings or arrangements by which the Company or its Subsidiary is or may become bound to redeem a security of the Company or its Subsidiary; (vii) there will be no securities or instruments containing rights of first refusal, conversion rights, anti-dilution, exchange rights or similar provisions that will be triggered by the issuance of the Securities; (viii) to the knowledge of the Company, there will be no voting agreements with respect to the share capital of the Company or its Subsidiary and there will be no agreements relating to the issuance, sale, redemption, transfer or other disposition of the share capital of the Company or its Subsidiary to which the Company or its Subsidiary is party or, to the knowledge of the Company, between shareholders of the Company or its Subsidiary, (ix) neither the Company nor its Subsidiary will have any share appreciation rights or “phantom share” plans or agreements or any similar plan or agreement. A true, correct and complete copy of the Company’s articles of association to be in effect at the Initial Closing is attached as Schedule 3(p)(iii).subscribe

Equity Capitalization. Immediately prior to As of the Initial Closing, after giving effect to the conversion of the Company’s outstanding preferred shares, the conversion of the Company’s outstanding convertible promissory notes and the amendment to the Company’s articles of association to be completed as of immediately prior to the Initial Closing as described in the MemorandumSubscription Date, the authorized share capital stock of Ocuphire consisted of (i) 5,000,000 shares of Ocuphire Common Stock, of which as of the Company will consist of 100,000,000 Ordinary SharesInitial Subscription Date, of which, 11,594,417 will be 3,543,751 shares were issued and outstanding and 2,085,782 outstanding, 1,175,000 shares will be were reserved for issuance pursuant to optionsOcuphire's stock option and purchase plans, warrants of which 281,249 shares are subject to outstanding Ocuphire options granted under the Ocuphire stock plans and convertible 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 exercisable or exchangeable for, or convertible, into Ocuphire Common Stock (including 892,425 shares of Ocuphire Common Stock 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 (other than the Warrants"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) 625,000 shares of preferred stock, of which as of the 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 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, as of immediately prior to the Initial Closing, duly authorized, validly issued, issued and are fully paid and nonassessable. Schedule 3(p)(i) sets forth the capitalization of the Company immediately following the Initial Closing (assuming sales of both the Minimum Offering Amount and Maximum Offering Amount) including, without limitation, the number of shares of the following: . (i) issued and outstanding Ordinary Shares; (ii) granted stock options, including vesting schedule and exercise price; (iii) Ordinary Shares reserved for future award grants under any share option plan, and (iv) warrants or stock purchase rights. Except as disclosed in Schedule 3(p)(ii) or as contemplated by this Agreement and the other Transaction Documents3(p)(i), immediately following the Initial Closinghereto, (i) none of the Company’s Ocuphire's or its any Ocuphire Subsidiary’s share 's capital will be stock is subject to preemptive rights or any other similar rights or Liens any liens or encumbrances suffered or permitted by the Company Ocuphire or any Subsidiary (except for restrictions on transfer under applicable law)Ocuphire Subsidiary's; (ii) except as disclosed in Schedule 3(p)(ii), there will be 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 Ocuphire or any of the Company or its SubsidiaryOcuphire Subsidiaries, or contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries Ocuphire is or may become bound to issue additional share capital stock of Ocuphire or any of the Company or its Subsidiary 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 share capital stock of Ocuphire or any of the Company or its SubsidiaryOcuphire Subsidiaries; (iii) except as disclosed in Schedule 3(p)(iii), there will be are no outstanding debt securities, notes, credit agreements, credit facilities or other agreements, documents or instruments evidencing Indebtedness of Ocuphire or any of the Company or its Subsidiary Ocuphire Subsidiaries or by which Ocuphire or any of the Company or its Subsidiary Ocuphire Subsidiaries is or may become bound; (iv) except as disclosed in Schedule 3(p)(iv), there will be are no financing statements securing obligations in any amounts filed in connection with Ocuphire or any of the Company or its SubsidiaryOcuphire Subsidiaries; (v) ), except as disclosed in Schedule 3(p)(v), there will be are no agreements or arrangements under which the Company Ocuphire or any of its the Ocuphire Subsidiaries is obligated to register the sale of any of their securities under the 1933 Act (except pursuant to the Registration Rights Agreement) or to cause the Company or its Subsidiary to publish a prospectus qualifying the public sale or trading of its securities under the Israeli Securities Law or any similar law in any jurisdiction and the Company or its Subsidiary will not be under any obligation to register its securities and/or publish a prospectusAct; (vi) except as disclosed in Schedule 3(p)(vi), there will be are no outstanding securities or instruments of Ocuphire or any of the Company or its Subsidiary Ocuphire Subsidiaries which contain any redemption or similar provisions, and there will be are no contracts, commitments, understandings or arrangements by which Ocuphire or any of the Company or its Subsidiary Ocuphire Subsidiaries is or may become bound to redeem a security of Ocuphire or any of the Company or its SubsidiaryOcuphire Subsidiaries; (vii) except as disclosed in Schedule 3(p)(vii), there will be are no securities or instruments containing rights of first refusal, conversion rights, anti-dilution, exchange rights dilution or similar provisions that will be triggered by the issuance of the Securities; (viii) to the knowledge except as disclosed in Schedule 3(p)(viii), neither Ocuphire nor any of the Company, there will be no voting agreements with respect to the share capital of the Company or its Subsidiary and there will be no agreements relating to the issuance, sale, redemption, transfer or other disposition of the share capital of the Company or its Subsidiary to which the Company or its Subsidiary is party or, to the knowledge of the Company, between shareholders of the Company or its Subsidiary, (ix) neither the Company nor its Subsidiary will have Ocuphire Subsidiaries has any share stock appreciation rights or “"phantom share” stock" plans or agreements or any similar plan or agreement; and (ix) except as disclosed in Schedule 3(p)(ix), Ocuphire or any of the Ocuphire Subsidiaries have no liabilities or obligations, other than those incurred in the ordinary course of Ocuphire's or any of the Ocuphire Subsidiary's respective businesses and which, individually or in the aggregate, do not or could not have a Ocuphire Material Adverse Effect. A trueTrue, correct and complete copy copies of Ocuphire's certificate of incorporation, as amended and as in effect on the Initial Subscription Date (the "Ocuphire Certificate of Incorporation"), and Ocuphire's bylaws, as in effect on the 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 Company’s articles of association holders thereof in respect thereto shall be provided to be in effect at the Initial Buyers on the Closing is attached as Schedule 3(p)(iii)Date.

Equity Capitalization. Immediately prior to the Initial Closing, after giving effect to the conversion As of the Company’s outstanding preferred shares, the conversion of the Company’s outstanding convertible promissory notes and the amendment to the Company’s articles of association to be completed as of immediately prior to the Initial Closing as described in the Memorandumdate hereof, the authorized share capital stock of PrivateCo consists of (i) 10,000,000 shares of PrivateCo Common Stock, of which as of the Company will consist date hereof 1,000,000 shares of 100,000,000 Ordinary Shares, of which, 11,594,417 will be PrivateCo Common Stock are issued and outstanding and 2,085,782 outstanding, no shares will be of PrivateCo Common Stock are reserved for issuance pursuant to optionsPrivateCo’s stock option and purchase plans, warrants of which no shares of PrivateCo Common Stock are subject to outstanding PrivateCo options granted under the PrivateCo stock plans and 149,655 shares of PrivateCo Common Stock are reserved for issuance pursuant to securities exercisable or exchangeable for, or convertible notes into, PrivateCo Common Stock and (other than the Warrants)ii) there are no authorized shares of preferred stock of PrivateCo. No PrivateCo Common Stock are held in treasury. All of such outstanding shares are duly authorized and have been, or upon issuance will be, as of immediately prior to the Initial Closing, duly authorized, validly issued, issued and are fully paid and nonassessable. Schedule 3(p)(i) sets forth PrivateCo hereby represents and warrants that, effective immediately upon the capitalization Shares Closing and the issuance of Initial Purchased Shares hereunder, and immediately prior to the consummation of the Company immediately following Merger, (x) the Initial Closing October 2020 Convertible Notes issued to the October 2020 Investors shall be deemed to have been repaid concurrently with the Shares Closing, shall have no further force and effect and shall be deemed to be cancelled and (assuming sales of both y) the Minimum Offering Amount October 2020 Warrants issued to the October 2020 Investors shall be deemed to have been exchanged concurrently with the Shares Closing, shall have no further force and Maximum Offering Amount) including, without limitation, the number of shares of the following: effect and shall be deemed to be cancelled. (i) issued and outstanding Ordinary Shares; (ii) granted stock options, including vesting schedule and exercise price; (iii) Ordinary Shares reserved for future award grants under any share option plan, and (iv) warrants or stock purchase rights. Except as disclosed in Schedule 3(p)(ii) or as contemplated by this Agreement and the other Transaction Documents3(n)(i), immediately following the Initial Closinghereto, (i) none of the CompanyPrivateCo’s or its any PrivateCo Subsidiary’s share capital will be equity is subject to preemptive rights or any other similar rights or Liens any liens or encumbrances suffered or permitted by the Company PrivateCo or any Subsidiary (except for restrictions on transfer under applicable law)PrivateCo Subsidiary’s; (ii) except as disclosed in Schedule 3(n)(ii), there will be 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 equity of PrivateCo or any of the Company or its SubsidiaryPrivateCo Subsidiaries, or contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries PrivateCo is or may become bound to issue additional share capital stock of PrivateCo or any of the Company or its Subsidiary PrivateCo 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 equity of PrivateCo or any of the Company or its SubsidiaryPrivateCo Subsidiaries; (iii) except as disclosed in Schedule 3(n)(iii), there will be are no outstanding debt securities, notes, credit agreements, credit facilities or other agreements, documents or instruments evidencing Indebtedness of PrivateCo or any of the Company or its Subsidiary PrivateCo Subsidiaries or by which PrivateCo or any of the Company or its Subsidiary PrivateCo Subsidiaries is or may become bound; (iv) except as disclosed in Schedule 3(n)(iv), there will be are no financing statements securing obligations in any amounts filed in connection with PrivateCo or any of the Company or its SubsidiaryPrivateCo Subsidiaries; (v) ), except as disclosed in Schedule 3(n)(v), there will be are no agreements or arrangements under which the Company PrivateCo or any of its the PrivateCo Subsidiaries is obligated to register the sale of any of their securities under the 1933 Act (except pursuant to the Registration Rights Agreement) or to cause the Company or its Subsidiary to publish a prospectus qualifying the public sale or trading of its securities under the Israeli Securities Law or any similar law in any jurisdiction and the Company or its Subsidiary will not be under any obligation to register its securities and/or publish a prospectusAct; (vi) except as disclosed in Schedule 3(n)(vi), there will be are no outstanding securities or instruments of PrivateCo or any of the Company or its Subsidiary PrivateCo Subsidiaries which contain any redemption or similar provisions, and there will be are no contracts, commitments, understandings or arrangements by which PrivateCo or any of the Company or its Subsidiary PrivateCo Subsidiaries is or may become bound to redeem a security of PrivateCo or any of the Company or its SubsidiaryPrivateCo Subsidiaries; (vii) except as disclosed in Schedule 3(n)(vii), there will be are no securities or instruments containing rights of first refusal, conversion rights, anti-dilution, exchange rights dilution or similar provisions that will be triggered by the issuance of the SecuritiesInitial Purchased Shares; (viii) to the knowledge except as disclosed in Schedule 3(n)(viii), neither PrivateCo nor any of the Company, there will be no voting agreements with respect to the share capital of the Company or its Subsidiary and there will be no agreements relating to the issuance, sale, redemption, transfer or other disposition of the share capital of the Company or its Subsidiary to which the Company or its Subsidiary is party or, to the knowledge of the Company, between shareholders of the Company or its Subsidiary, (ix) neither the Company nor its Subsidiary will have PrivateCo Subsidiaries has any share stock appreciation rights or “phantom sharestock” plans or agreements or any similar plan or agreement; and (ix) except as disclosed in Schedule 3(n)(ix), PrivateCo or any of the PrivateCo Subsidiaries have no liabilities or obligations, other than those incurred in the ordinary course of PrivateCo’s or any of the PrivateCo Subsidiary’s respective businesses and which, individually or in the aggregate, do not or could not have a PrivateCo Material Adverse Effect. A trueTrue, correct and complete copy copies of PrivateCo’s certificate of incorporation, as in effect on the date hereof (the “PrivateCo Certificate of Incorporation”), and PrivateCo’s bylaws, as amended and as in effect on the date hereof (the “PrivateCo Bylaws”), and the terms of all securities convertible into, or exercisable or exchangeable for, PrivateCo Common Stock and the material rights of the Company’s articles of association holders thereof in respect thereto shall be provided to be in effect at the Initial Buyers on the Shares Closing is attached as Schedule 3(p)(iii)Date.

Equity Capitalization. Immediately prior to the Initial Closing, after giving effect to the conversion As of the Company’s outstanding preferred shares, the conversion of the Company’s outstanding convertible promissory notes and the amendment to the Company’s articles of association to be completed as of immediately prior to the Initial Closing as described in the Memorandumdate hereof, the authorized share capital stock of Ocuphire consists of (i) 5,000,000 shares of Ocuphire Common Stock, of which as of the Company will consist of 100,000,000 Ordinary Sharesdate hereof, of which, 11,594,417 will be 3,543,751 shares are issued and outstanding and 2,085,782 outstanding, 1,175,000 shares will be are reserved for issuance pursuant to optionsOcuphire’s stock option and purchase plans, warrants of which 281,249 shares are subject to outstanding Ocuphire options granted under the Ocuphire stock plans and convertible 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 exercisable or exchangeable for, or convertible, into Ocuphire Common Stock (including 892,425 shares of Ocuphire Common Stock 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 (other than the Warrants“Conversion Agreement”), assuming the conversion of such notes as of the date hereof, and any increases of the Ocuphire Common Stock from such conversion after the date hereof shall only result from accrued interest), and (ii) 625,000 shares of preferred stock, of which as of the date hereof, no shares were issued and outstanding. No Ocuphire Common Stock is held in treasury. All of such outstanding shares are duly authorized and as of (i) the date hereof, the Ocuphire Required Stockholder Approvals, and (ii) as of the Closing Date, have been, or upon issuance will be, as of immediately prior to the Initial Closing, duly authorized, validly issued, issued and are fully paid and nonassessable. Schedule 3(p)(i) sets forth the capitalization of the Company immediately following the Initial Closing (assuming sales of both the Minimum Offering Amount and Maximum Offering Amount) including, without limitation, the number of shares of the following: . (i) issued and outstanding Ordinary Shares; (ii) granted stock options, including vesting schedule and exercise price; (iii) Ordinary Shares reserved for future award grants under any share option plan, and (iv) warrants or stock purchase rights. Except as disclosed in Schedule 3(p)(ii) or as contemplated by this Agreement and the other Transaction Documents3(p)(i), immediately following the Initial Closinghereto, (i) none of the CompanyOcuphire’s or its any Ocuphire Subsidiary’s share capital will be stock is subject to preemptive rights or any other similar rights or Liens any liens or encumbrances suffered or permitted by the Company Ocuphire or any Subsidiary (except for restrictions on transfer under applicable law)Ocuphire Subsidiary’s; (ii) except as disclosed in Schedule 3(p)(ii), there will be 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 Ocuphire or any of the Company or its SubsidiaryOcuphire Subsidiaries, or contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries Ocuphire is or may become bound to issue additional share capital stock of Ocuphire or any of the Company or its Subsidiary 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 share capital stock of Ocuphire or any of the Company or its SubsidiaryOcuphire Subsidiaries; (iii) except as disclosed in Schedule 3(p)(iii), there will be are no outstanding debt securities, notes, credit agreements, credit facilities or other agreements, documents or instruments evidencing Indebtedness of Ocuphire or any of the Company or its Subsidiary Ocuphire Subsidiaries or by which Ocuphire or any of the Company or its Subsidiary Ocuphire Subsidiaries is or may become bound; (iv) except as disclosed in Schedule 3(p)(iv), there will be are no financing statements securing obligations in any amounts filed in connection with Ocuphire or any of the Company or its SubsidiaryOcuphire Subsidiaries; (v) ), except as disclosed in Schedule 3(p)(v), there will be are no agreements or arrangements under which the Company Ocuphire or any of its the Ocuphire Subsidiaries is obligated to register the sale of any of their securities under the 1933 Act (except pursuant to the Registration Rights Agreement) or to cause the Company or its Subsidiary to publish a prospectus qualifying the public sale or trading of its securities under the Israeli Securities Law or any similar law in any jurisdiction and the Company or its Subsidiary will not be under any obligation to register its securities and/or publish a prospectusAct; (vi) except as disclosed in Schedule 3(p)(vi), there will be are no outstanding securities or instruments of Ocuphire or any of the Company or its Subsidiary Ocuphire Subsidiaries which contain any redemption or similar provisions, and there will be are no contracts, commitments, understandings or arrangements by which Ocuphire or any of the Company or its Subsidiary Ocuphire Subsidiaries is or may become bound to redeem a security of Ocuphire or any of the Company or its SubsidiaryOcuphire Subsidiaries; (vii) except as disclosed in Schedule 3(p)(vii), there will be are no securities or instruments containing rights of first refusal, conversion rights, anti-dilution, exchange rights dilution or similar provisions that will be triggered by the issuance of the Securities; (viii) to the knowledge except as disclosed in Schedule 3(p)(viii), neither Ocuphire nor any of the Company, there will be no voting agreements with respect to the share capital of the Company or its Subsidiary and there will be no agreements relating to the issuance, sale, redemption, transfer or other disposition of the share capital of the Company or its Subsidiary to which the Company or its Subsidiary is party or, to the knowledge of the Company, between shareholders of the Company or its Subsidiary, (ix) neither the Company nor its Subsidiary will have Ocuphire Subsidiaries has any share stock appreciation rights or “phantom sharestock” plans or agreements or any similar plan or agreement; and (ix) except as disclosed in Schedule 3(p)(ix), Ocuphire or any of the Ocuphire Subsidiaries have no liabilities or obligations, other than those incurred in the ordinary course of Ocuphire’s or any of the Ocuphire Subsidiary’s respective businesses and which, individually or in the aggregate, do not or could not have a Ocuphire Material Adverse Effect. A trueTrue, correct and complete copy copies of Ocuphire’s certificate of incorporation, as amended and as in effect on the date hereof (the “Ocuphire Certificate of Incorporation”), and Ocuphire’s bylaws, as in effect on the date hereof (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 Company’s articles of association holders thereof in respect thereto shall be provided to be in effect at the Initial Buyers on the Closing is attached as Schedule 3(p)(iii)Date.

Equity Capitalization. Immediately prior to (i) As of the Initial Closingdate hereof, after before giving effect to the conversion of transactions contemplated hereby to occur at the Company’s outstanding preferred shares, the conversion of the Company’s outstanding convertible promissory notes and the amendment to the Company’s articles of association to be completed as of immediately prior to the Initial Closing as described in the MemorandumClosing, the authorized share capital stock of the Company will consist consists of 100,000,000 Ordinary Shares(x) 300,000,000 shares of Common Stock, of whichwhich as of the date hereof, 11,594,417 will be 31,768,320 are issued and outstanding and 2,085,782 outstanding, 15,500,000 shares will be are reserved for issuance pursuant to options, warrants the Company's stock option and convertible notes purchase plans and 12,695,718 shares are reserved for issuance pursuant to securities (other than the Warrants)aforementioned options and the Notes) exercisable or exchangeable for, or convertible into, shares of Common Stock and (y) 10,000,000 shares of preferred stock, $0.0001 par value, (the "Preferred Stock") of which as of the date hereof, none are issued and outstanding. All of such outstanding shares have been, or upon issuance will be, as validly issued and are fully paid and nonassessable. (ii) The capitalization of the Company immediately prior to the Initial Closing, duly authorized, validly issued, fully paid Closing is set forth on Schedule 3(r)(A) and nonassessable. Schedule 3(p)(i) sets forth the capitalization of the Company immediately following the Initial Closing (assuming sales of both Closing, after giving effect to the Minimum Offering Amount and Maximum Offering Amount) including, without limitation, the number of shares issuance of the following: (i) issued and outstanding Ordinary Shares; (ii) granted stock optionsCommon Shares on the Subsequent Issuance Date, including vesting schedule and exercise price; is set forth on Schedule 3(r)(B). (iii) Ordinary Shares reserved for future award grants under Immediately following the closing of the transactions contemplated by the Repurchase Agreement (as defined in Section 4(d) below), none of the Sellers (as defined in the Repurchase Agreement) will own any share option plansecurities of the Company, and whether equity, equity linked, debt or otherwise. (iv) Immediately following consummation of the transactions contemplated hereby, all of the debt and warrants or stock purchase rights. Except as disclosed in Schedule 3(p)(ii) or as contemplated by this Agreement issued to Enable Capital Management, Enable Growth Partners and the other Transaction Documentstheir respective affiliates shall no longer be outstanding, immediately following the Initial Closing, (i) and none of the Company’s Enable Capital Management, Enable Growth Partners or its Subsidiary’s share capital their respective affiliates will be subject to preemptive rights or own any other similar rights or Liens suffered or permitted by securities of the Company or any Subsidiary its Subsidiaries other than Common Stock, which ownership shall be in an amount less than five percent (except for restrictions on transfer under applicable law); 5%) beneficial ownership of the Common Stock. In connection with the consummation of the transactions contemplated hereby, ▇▇▇▇▇▇▇▇ Curhan Ford Group, Inc. and its affiliates shall be entitled to receive no more than $592,500 in cash and warrants to purchase 2,336,431 shares of Common Stock. (iiv) Except as Previously Disclosed, there will be 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 its SubsidiarySubsidiaries, or contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional share capital stock of the Company or any of its Subsidiary 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 SubsidiarySubsidiaries. (A) 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; (iiiB) there will be 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 Subsidiary Subsidiaries or by which the Company or any of its Subsidiary Subsidiaries is or may become bound; (ivC) there will be are no financing statements securing obligations in any amounts material amounts, either singly or in the aggregate, filed in connection with the Company or any of its SubsidiarySubsidiaries; (vD) there will be are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of their securities under the 1933 Act (except pursuant to the Registration Rights Agreement) or to cause the Company or its Subsidiary to publish a prospectus qualifying the public sale or trading of its securities under the Israeli Securities Law or any similar law in any jurisdiction and the Company or its Subsidiary will not be under any obligation to register its securities and/or publish a prospectus); (viE) there will be are no outstanding securities or instruments of the Company or any of its Subsidiary Subsidiaries which contain any redemption or similar provisions, and there will be are no contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiary Subsidiaries is or may become bound to redeem a security of the Company or any of its SubsidiarySubsidiaries; (viiF) there will be are no securities or instruments containing rights of first refusal, conversion rights, anti-dilution, exchange rights dilution or similar provisions that will be triggered by the issuance of the Securities; (viiiG) to the knowledge of the Company, there will be no voting agreements with respect to the share capital of the Company or its Subsidiary and there will be no agreements relating to the issuance, sale, redemption, transfer or other disposition of the share capital of the Company or its Subsidiary to which the Company or its Subsidiary is party or, to the knowledge of the Company, between shareholders of the Company or its Subsidiary, (ix) neither the Company nor its Subsidiary will does not have any share stock appreciation rights or “"phantom share” stock" plans or agreements or any similar plan or agreement. A ; and (H) 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 or its Subsidiaries' respective businesses and which, individually or in the aggregate, do not or would not have a Material Adverse Effect, and the Company has not Previously Disclosed any information to the Buyers or their representatives that modifies, qualifies or relates to the foregoing. (vi) The Company has furnished to the Buyers true, correct and complete copy copies of the Company’s articles 's Certificate of association to be Incorporation, as amended and as in effect at on the Initial Closing is attached date hereof (the "Certificate of Incorporation"), and the Company's Bylaws, as Schedule 3(p)(iiiamended and as in effect on the date 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. (vii) All of the outstanding shares of capital stock of other equity interests of each Subsidiary are owned, directly or indirectly, by the Company. All issued and outstanding shares of capital stock or other equity interests of each of the Subsidiaries have been validly issued and are duly authorized, fully paid and non-assessable.

Equity Capitalization. Immediately prior to the Initial Closing, after giving effect to the conversion As of the Company’s outstanding preferred shares, the conversion of the Company’s outstanding convertible promissory notes and the amendment to the Company’s articles of association to be completed as of immediately prior to the Initial Closing as described in the MemorandumExecution Date, the authorized share capital stock of the Company will consist consists of 100,000,000 Ordinary Shares(i) 500,000,000 shares of Common Stock, of whichwhich as of the Execution Date, 11,594,417 will be 26,087,964 are issued and outstanding and 2,085,782 shares will be outstanding, 33,000,000 are reserved for issuance pursuant to optionsthe Company's stock option and purchase plans and (ii) 10,000,000 shares of preferred stock, warrants $0.01 par value per share and, as of the Execution Date, 21,000 of which are designated Series A-1 Convertible Preferred Stock, of which 20,370.691 shares are issued and convertible notes outstanding, 134,000 of which are designated Series A Convertible Preferred Stock, none of which are issued and outstanding, and 900 of which are designated Series C Preferred Stock (other than "Series C"), 865 of which are issued and outstanding. In addition, the Company has authorized the possible issuance of Financing Warrants, as that term is defined in an Agreement and Plan of Merger by and among the Company, ENTK Acquisition Corp. and Timefire LLC dated as of the date of this Agreement (the "Merger Agreement"). All of such outstanding shares have been, or upon issuance will be, as of immediately prior to the Initial Closing, duly authorized, validly issued, issued and are fully paid and nonassessable. The capitalization of the Company immediately prior to the Closing Date is set forth on Schedule 3(p)(i3(r)(A) sets forth attached hereto and the capitalization of the Company immediately following the Initial Closing (assuming sales of both the Minimum Offering Amount and Maximum Offering AmountDate is set forth on Schedule 3(r)(B) including, without limitation, the number of shares of the following: (i) issued and outstanding Ordinary Shares; (ii) granted stock options, including vesting schedule and exercise price; (iii) Ordinary Shares reserved for future award grants under any share option plan, and (iv) warrants or stock purchase rightsattached hereto. Except as disclosed in Schedule 3(p)(ii) or as contemplated by this Agreement and the other Transaction Documents, immediately following the Initial Closing, 3(r)(C): (i) none of the Company’s or its Subsidiary’s share 's capital will be stock is subject to preemptive rights or any other similar rights or Liens any liens or encumbrances suffered or permitted by the Company or any Subsidiary (except for restrictions on transfer under applicable law)Company; (ii) there will be 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 its SubsidiarySubsidiaries, or contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional share capital stock of the Company or any of its Subsidiary 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 SubsidiarySubsidiaries; (iii) there will be 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 Subsidiary Subsidiaries or by which the Company or any of its Subsidiary Subsidiaries is or may become bound; (iv) there will be are no financing statements securing obligations in any amounts material amounts, either singly or in the aggregate, filed in connection with the Company or any of its SubsidiarySubsidiaries; (v) there will be are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of their securities under the 1933 Act (except pursuant to the Registration Rights Agreement) or to cause the Company or its Subsidiary to publish a prospectus qualifying the public sale or trading of its securities under the Israeli Securities Law or any similar law in any jurisdiction and the Company or its Subsidiary will not be under any obligation to register its securities and/or publish a prospectus); (vi) there will be are no outstanding securities or instruments of the Company or any of its Subsidiary Subsidiaries which contain any redemption or similar provisions, and there will be are no contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiary Subsidiaries is or may become bound to redeem a security of the Company or any of its SubsidiarySubsidiaries; (vii) there will be are no securities or instruments containing rights of first refusal, conversion rights, anti-dilution, exchange rights dilution or similar provisions that will be triggered by the issuance of the Securities; (viii) to the knowledge of the Company, there will be no voting agreements with respect to the share capital of the Company has not issued any stock appreciation rights or its Subsidiary "phantom stock" or any similar rights; and there will be no agreements relating to the issuance, sale, redemption, transfer or other disposition of the share capital of the Company or its Subsidiary to which the Company or its Subsidiary is party or, to the knowledge of the Company, between shareholders of the Company or its Subsidiary, (ix) neither the Company nor and its Subsidiary will Subsidiaries have any share appreciation rights no liabilities or “phantom share” plans or agreements or any similar plan or agreementobligations required to be disclosed in the Financial Statements in accordance with GAAP but not so disclosed in the Financial Statements. A The Company has furnished to the Buyers true, correct and complete copy copies of the Company’s articles 's Articles of association to be Incorporation, as amended and as in effect at on the Initial Closing is attached date hereof (the "Articles of Incorporation"), and the Company's Bylaws, as Schedule 3(p)(iiiamended and as in effect on the date 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. Immediately As of the date hereof and prior to issuance of the Initial ClosingSecurities and the closing of the Convertible Note Offering, after the Acquisitions, the issuance of securities to Rodman & Renshaw, LLC, the issuance of 62,500 shares of Common Stock (▇▇▇▇ nu▇▇▇▇ ▇▇ shares presented as if giving effect to the conversion Reverse Stock Split) issuable to certain former stockholders of Shellco in connection with the Company’s outstanding preferred shares, Merger (the conversion of the Company’s outstanding convertible promissory notes "TRIGGER Shares") and the amendment prior to giving effect to the Company’s articles of association to be completed as of immediately prior to Reverse Split, but, after the Initial Closing as described in the Memorandum, Merger: (i) the authorized share capital stock of the Company will consist ShellCo consists of 100,000,000 Ordinary Shares(a) 99,000,000 shares of Common Stock, $0.001 par value per share, of whichwhich 18,349,156 are issued and outstanding, 11,594,417 will be and (b) 1,000,000 shares of preferred stock, $0.001 par value per share, none of which is issued and outstanding and 2,085,782 or reserved for issuance; (ii) there are no shares will be reserved for issuance pursuant to options, warrants any stock option and convertible notes purchase plans other than an Approved Stock Plan and no shares are reserved for issuance pursuant to securities (other than the shares of Common Stock and the Warrants). All , the Notes and Warrants issued pursuant to the Convertible Notes Offering, the Warrants issued to Rodman & Renshaw, LLC in connection with the Convertible Notes ▇▇▇▇▇▇ng, ▇▇▇ ▇▇mmon PIPE Offering and the Trigger Shares) exercisable or exchangeable for, or convertible into, shares of such Common Stock; (iii) all of the outstanding shares have been, or upon issuance will be, as of immediately prior to the Initial Closing, duly authorized, validly issued, issued and are fully paid and nonassessable. Schedule 3(p)(i) sets forth the capitalization of the Company immediately following the Initial Closing (assuming sales of both the Minimum Offering Amount and Maximum Offering Amount) including, without limitation, the number of shares of the following: (i) issued and outstanding Ordinary Shares; (ii) granted stock options, including vesting schedule and exercise price; (iii) Ordinary Shares reserved for future award grants under any share option plan, and (iv) warrants or stock purchase rights. Except except as disclosed in Schedule 3(p)(ii) or as contemplated by this Agreement and the other Transaction Documentsset forth on SCHEDULE J, immediately following the Initial Closing, (i) none of the Company’s or its Subsidiary’s ShellCo's share capital will be is subject to preemptive rights or any other similar rights or Liens any liens or encumbrances suffered or permitted by the Company or any Subsidiary (except for restrictions on transfer under applicable law)ShellCo; (iiv) except as set forth on SCHEDULE J and other than the Trigger Shares and securities and derivatives issued pursuant to an Approved Stock Plan, there will be 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 of the Company ShellCo or any of its SubsidiarySubsidiaries, or contracts, commitments, understandings or arrangements by which the Company ShellCo or any of its Subsidiaries is or may become bound to issue additional share capital of the Company ShellCo or any of its Subsidiary 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 of the Company or its Subsidiary; (iii) there will be no outstanding debt securities, notes, credit agreements, credit facilities or other agreements, documents or instruments evidencing Indebtedness of the Company or its Subsidiary or by which the Company or its Subsidiary is or may become bound; (iv) there will be no financing statements securing obligations in any amounts filed in connection with the Company or its Subsidiary; (v) there will be no agreements or arrangements under which the Company ShellCo or any of its Subsidiaries is obligated to register the sale of any of their securities under the 1933 Act (except pursuant to the Registration Rights Agreement) or to cause the Company or its Subsidiary to publish a prospectus qualifying the public sale or trading of its securities under the Israeli Securities Law or any similar law in any jurisdiction and the Company or its Subsidiary will not be under any obligation to register its securities and/or publish a prospectus; (vi) there will be no outstanding securities or instruments of the Company or its Subsidiary which contain any redemption or similar provisions, and there will be no contracts, commitments, understandings or arrangements by which the Company or its Subsidiary is or may become bound to redeem a security of the Company or its Subsidiary; (vii) there will be no securities or instruments containing rights of first refusal, conversion rights, anti-dilution, exchange rights or similar provisions that will be triggered by the issuance of the Securities; (viii) to the knowledge of the Company, there will be no voting agreements with respect to the share capital of the Company or its Subsidiary and there will be no agreements relating to the issuance, sale, redemption, transfer or other disposition of the share capital of the Company or its Subsidiary to which the Company or its Subsidiary is party or, to the knowledge of the Company, between shareholders of the Company or its Subsidiary, (ix) neither the Company nor its Subsidiary will have any share appreciation rights or “phantom share” plans or agreements or any similar plan or agreement. A true, correct and complete copy of the Company’s articles of association to be in effect at the Initial Closing is attached as Schedule 3(p)(iii).Subsidiaries;

Equity Capitalization. Immediately prior to As of the Initial ClosingExecution Date, after giving effect to the conversion Acquisitions, as defined below, and the exchange of the Company’s outstanding preferred sharesSeries A, Series A-1, Series C, Series C-1 Convertible Preferred Stock, certain warrants and certain convertible notes for shares of Series D Preferred Stock, the conversion authorized capital stock of the Company consists of (i) 250,000,000 shares of Common Stock, of which as of the Execution Date, 139,830,306 are issued and outstanding, 3,705,000 are reserved for issuance pursuant to the Company’s stock option and purchase plans, (ii) 4,270,939 shares of Preferred Stock including Series A, Series A-1, Series B, Series C, Series C-1, Series E, and Series F Convertible Preferred Stock, $0.0001 par value per share; of which as of the Execution Date 1,363,445 shares are issued and outstanding, (iii) 500,000 Shares of Series D Convertible Preferred Stock, of which a total of 45,000 shares are to be issued to the Buyers pursuant to Section 1(a)(i), and (iv) 5,229,061 shares of undesignated preferred stock, $0.0001 par value per share, of which as of the Execution Date, no shares are issued and outstanding. All of the Company’s outstanding convertible promissory notes and the amendment to the Company’s articles of association to be completed as of immediately prior to the Initial Closing as described in the Memorandumshares have been, the authorized share capital of the Company will consist of 100,000,000 Ordinary Shares, of which, 11,594,417 will be issued and outstanding and 2,085,782 shares will be reserved for or upon issuance pursuant to options, warrants and convertible notes (other than the Warrants). All of such outstanding shares will be, as of immediately prior to the Initial Closing, duly authorized, validly issued, issued and fully paid and nonassessable. The capitalization of the Company immediately prior to the Closing Date is set forth on Schedule 3(p)(i3(r)(A) sets forth attached hereto and the capitalization of the Company immediately following the Initial Closing (assuming sales of both the Minimum Offering Amount and Maximum Offering AmountDate is set forth on Schedule 3(r)(B) including, without limitation, the number of shares of the following: (i) issued and outstanding Ordinary Shares; (ii) granted stock options, including vesting schedule and exercise price; (iii) Ordinary Shares reserved for future award grants under any share option plan, and (iv) warrants or stock purchase rightsattached hereto. Except as disclosed in the 10-K or in Schedule 3(p)(ii) or as contemplated by this Agreement and the other Transaction Documents, immediately following the Initial Closing, 3(r)(C): (i) none of the Company’s or its Subsidiary’s share capital will be stock is subject to preemptive rights or any other similar rights or Liens any liens or encumbrances suffered or permitted by the Company or any Subsidiary (except for restrictions on transfer under applicable law)Company; (ii) there will be 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 its SubsidiarySubsidiaries, or contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional share capital stock of the Company or any of its Subsidiary 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 SubsidiarySubsidiaries; (iii) there will be 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 Subsidiary Subsidiaries or by which the Company or any of its Subsidiary Subsidiaries is or may become bound; (iv) there will be are no financing statements securing obligations in any amounts material amounts, either singly or in the aggregate, filed in connection with the Company or any of its SubsidiarySubsidiaries; (v) there will be are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of their securities under the 1933 Act (except pursuant to the Registration Rights Agreement) or to cause the Company or its Subsidiary to publish a prospectus qualifying the public sale or trading of its securities under the Israeli Securities Law or any similar law in any jurisdiction and the Company or its Subsidiary will not be under any obligation to register its securities and/or publish a prospectusAct; (vi) there will be are no outstanding securities or instruments of the Company or any of its Subsidiary Subsidiaries which contain any redemption or similar provisions, and there will be are no contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiary Subsidiaries is or may become bound to redeem a security of the Company or any of its SubsidiarySubsidiaries; (vii) there will be are no securities or instruments containing rights of first refusal, conversion rights, anti-dilution, exchange rights dilution or similar provisions that will be triggered by the issuance of the Securities; (viii) to the knowledge of the Company, there will be no voting agreements with respect to the share capital of the Company or its Subsidiary and there will be no agreements relating to the issuance, sale, redemption, transfer or other disposition of the share capital of the Company or its Subsidiary to which the Company or its Subsidiary is party or, to the knowledge of the Company, between shareholders of the Company or its Subsidiary, (ix) neither the Company nor its Subsidiary will have has not issued any share stock appreciation rights or “phantom sharestock” 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. A The Company has furnished to the Buyers true, correct and complete copy copies of the Company’s articles certificate of association to be incorporation, as amended and as in effect at on the Initial Closing is attached date hereof (the “Certificate of Incorporation”), and the Company’s Bylaws, as Schedule 3(p)(iiiamended and as in effect on the date 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. Immediately prior to the Initial Closing, after giving effect to the conversion As of the Company’s outstanding preferred shares, the conversion of the Company’s outstanding convertible promissory notes and the amendment to the Company’s articles of association to be completed as of immediately prior to the Initial Closing as described in the Memorandumdate hereof, the authorized share capital stock of Chanticleer consists of (i) 45,000,000 shares of Chanticleer Common Stock, of which as of the Company will consist of 100,000,000 Ordinary Sharesdate hereof, of which, 11,594,417 will be 10,450,699 are issued and outstanding and 2,085,782 outstanding, 42,800 shares will be are reserved for issuance pursuant to optionsChanticleer’s stock option and purchase plans, warrants of which 32,800 shares are subject to outstanding Chanticleer options granted under the Chanticleer stock plans and convertible notes 10,000 shares are subject to outstanding Chanticleer restricted stock units, and 3,202,413 shares are reserved for issuance pursuant to securities (other than the aforementioned options and Warrants)) exercisable or exchangeable for, or convertible into, Chanticleer Common Stock and (ii) 5,000,000 shares of preferred stock, no par value per share, of which 62,876 shares have been designated Series 1 Preferred Stock and have been issued and are outstanding as of the date hereof. No Chanticleer Common Stock are held in treasury. All of such outstanding shares are duly authorized and have been, or upon issuance will be, as of immediately prior to the Initial Closing, duly authorized, validly issued, issued and are fully paid and nonassessable. Schedule 3(p)(i) sets forth 237,596 shares of Chanticleer’s issued and outstanding Chanticleer Common Stock on the capitalization date hereof are as of the Company immediately following the Initial Closing date hereof owned by Persons who are “affiliates” (assuming sales of both the Minimum Offering Amount and Maximum Offering Amount) including, without limitation, the number of shares as defined in Rule 405 of the following: 1▇▇▇ ▇▇▇) of Chanticleer or any of the Chanticleer Subsidiaries. (i) issued and outstanding Ordinary Shares; (ii) granted stock options, including vesting schedule and exercise price; (iii) Ordinary Shares reserved for future award grants under any share option plan, and (iv) warrants or stock purchase rights. Except as disclosed in Schedule 3(p)(ii) or as contemplated by this Agreement and the other Transaction Documents4(p)(i), immediately following the Initial Closinghereto, (i) none of the CompanyChanticleer’s or its any Chanticleer Subsidiary’s share capital will be stock is subject to preemptive rights or any other similar rights or Liens any liens or encumbrances suffered or permitted by the Company Chanticleer or any Subsidiary (except for restrictions on transfer under applicable law)Chanticleer Subsidiary; (ii) except as disclosed in Schedule 4(p)(ii), there will be 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 Chanticleer or any of the Company or its SubsidiaryChanticleer Subsidiaries, or contracts, commitments, understandings or arrangements by which the Company Chanticleer or any of its the Chanticleer Subsidiaries is or may become bound to issue additional share capital stock of Chanticleer or any of the Company or its Subsidiary Chanticleer 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 Chanticleer or any of the Company or its SubsidiaryChanticleer Subsidiaries; (iii) except as disclosed in Schedule 4(p)(iii), there will be are no outstanding debt securities, notes, credit agreements, credit facilities or other agreements, documents or instruments evidencing Indebtedness of Chanticleer or any of the Company or its Subsidiary Chanticleer Subsidiaries or by which Chanticleer or any of the Company or its Subsidiary Chanticleer Subsidiaries is or may become bound; (iv) except as disclosed in Schedule 4(p)(iv), there will be are no financing statements securing obligations in any amounts filed in connection with Chanticleer or any of the Company or its SubsidiaryChanticleer Subsidiaries; (v) ), except as disclosed in Schedule 4(p)(v), there will be are no agreements or arrangements (other than pursuant to the Registration Rights Agreement) under which the Company Chanticleer or any of its the Chanticleer Subsidiaries is obligated to register the sale of any of their securities under the 1933 Act (except pursuant to the Registration Rights Agreement) or to cause the Company or its Subsidiary to publish a prospectus qualifying the public sale or trading of its securities under the Israeli Securities Law or any similar law in any jurisdiction and the Company or its Subsidiary will not be under any obligation to register its securities and/or publish a prospectusAct; (vi) except as disclosed in Schedule 4(p)(vi), there will be are no outstanding securities or instruments of Chanticleer or any of the Company or its Subsidiary Chanticleer Subsidiaries which contain any redemption or similar provisions, and there will be are no contracts, commitments, understandings or arrangements by which Chanticleer or any of the Company or its Subsidiary Chanticleer Subsidiaries is or may become bound to redeem a security of Chanticleer or any of the Company or its SubsidiaryChanticleer Subsidiaries; (vii) except as disclosed in Schedule 4(p)(vii), there will be are no securities or instruments containing rights of first refusal, conversion rights, anti-dilution, exchange rights dilution or similar provisions that will be triggered by the issuance of the Securities; (viii) to the knowledge of the Companyexcept as disclosed in Schedule 4(p)(viii), there will be no voting agreements with respect to the share capital of the Company or its neither Chanticleer nor any Chanticleer Subsidiary and there will be no agreements relating to the issuance, sale, redemption, transfer or other disposition of the share capital of the Company or its Subsidiary to which the Company or its Subsidiary is party or, to the knowledge of the Company, between shareholders of the Company or its Subsidiary, (ix) neither the Company nor its Subsidiary will have has any share stock appreciation rights or “phantom sharestock” plans or agreements or any similar plan or agreement; and (ix) neither Chanticleer nor any of the Chanticleer 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 Chanticleer’s or the Chanticleer Subsidiaries’ respective businesses and which, individually or in the aggregate, do not or could not have a Chanticleer Material Adverse Effect. A trueTrue, correct and complete copy copies of the Company’s articles Chanticleer Certificate of association to be Incorporation and Chanticleer Bylaws, and the terms of all securities convertible into, or exercisable or exchangeable for, Chanticleer Common Stock and the material rights of the holders thereof in effect at respect thereto have heretofore been filed as part of the Initial Closing is attached as Schedule 3(p)(iii)SEC Documents.

Equity Capitalization. Immediately prior 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 Registration Statement and the Prospectus (subject, in each case, to the Initial Closingissuance of shares of Common Stock upon exercise of stock options and warrants disclosed as outstanding in the Registration Statement and the Prospectus and the grant or issuance of options or shares under existing equity compensation plans or stock purchase plans described in the Registration Statement or the Prospectus), after giving effect and such authorized capital stock conforms to the conversion description thereof set forth in the Registration Statement and the Prospectus. All of the Securities conform to the description thereof contained in the Registration Statement and the Prospectus. The form of certificates for the Preferred Shares, the Warrants and the Warrant Shares, as applicable, will conform to the corporate law of the jurisdiction of the Company’s outstanding preferred shares, the conversion incorporation. As of the Company’s outstanding convertible promissory notes and the amendment to the Company’s articles of association to be completed as of immediately prior to the Initial Closing as described in the Memorandumdate hereof, the authorized share capital stock of the Company will consist consists of 100,000,000 Ordinary Shares(1) 190,000,000 shares of Common Stock, of whichwhich as of the date hereof, 11,594,417 will be 28,257,477 shares are issued and outstanding and 2,085,782 outstanding, no shares will be are reserved for issuance pursuant to optionsthe Company’s stock option and purchase plans, 1,555,556 shares of Common Stock are reserved for issuance pursuant to the Company’s Series G Convertible Preferred Stock, par value $0.001 (the “Series G Preferred Shares”), 3,111,112 shares of Common Stock are reserved for issuance pursuant to the warrants to purchase Common Stock issued in connection with the issuance of the Series G Preferred Shares and convertible notes 155,075,000 shares are reserved for issuance pursuant to the Company’s Series H Convertible Preferred Stock, par value $0.001 (other than the Warrants)“Series H Preferred Shares”) and the warrants to purchase Common Stock to be issued in connection with the Series H Preferred Shares, (2) 10,000,000 shares of preferred stock, par value $0.001 per share, of which 3,500 Series G Preferred Shares are issued and outstanding as of the date hereof and (3) there are approximately 23,483,232 shares of Common Stock held by non-affiliates of the Company. All of such outstanding shares have been, or upon issuance will be, as of immediately prior to the Initial Closing, duly authorized, validly issued, issued and are fully paid and nonassessable. Schedule 3(p)(i) sets forth the capitalization of the Company immediately following the Initial Closing (assuming sales of both the Minimum Offering Amount and Maximum Offering Amount) including, without limitation, the number of shares of the following: (i) issued and outstanding Ordinary Shares; (ii) granted stock options, including vesting schedule and exercise price; (iii) Ordinary Shares reserved for future award grants under any share option plan, and (iv) warrants or stock purchase rights. Except as disclosed in on Schedule 3(p)(ii3(f) or as contemplated by this Agreement and the other Transaction Documents, immediately following the Initial Closinghereto, (i) none of the Company’s or its Subsidiary’s share capital will be stock is subject to preemptive rights or any other similar rights or Liens any liens or encumbrances suffered or permitted by the Company or any Subsidiary (except for restrictions on transfer under applicable law)Company; (ii) there will be 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 shares of capital stock of the Company or any of its SubsidiarySubsidiaries, or contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional share shares of capital stock of the Company or any of its Subsidiary 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 shares of capital stock of the Company or any of its SubsidiarySubsidiaries; (iii) there will be are no material outstanding debt securities, notes, credit agreements, credit facilities or other agreements, documents or instruments evidencing Indebtedness (as defined in the Certificate of Designations) of the Company or any of its Subsidiary Subsidiaries or by which the Company or any of its Subsidiary Subsidiaries is or may become bound; (iv) there will be are no financing statements securing obligations in any amounts material amounts, either singly or in the aggregate, filed in connection with the Company or any of its SubsidiarySubsidiaries; (v) there will be are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of their securities under the 1933 Act (except pursuant to the Registration Rights Agreement) or to cause the Company or its Subsidiary to publish a prospectus qualifying the public sale or trading of its securities under the Israeli Securities Law or any similar law in any jurisdiction and the Company or its Subsidiary will not be under any obligation to register its securities and/or publish a prospectusAct; (vi) there will be are no outstanding securities or instruments of the Company or any of its Subsidiary Subsidiaries which contain any redemption or similar provisions, and there will be are no contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiary Subsidiaries is or may become bound to redeem a security of the Company or any of its SubsidiarySubsidiaries; (vii) there will be are no securities or instruments containing rights of first refusal, conversion rights, anti-dilution, exchange rights dilution or similar provisions that will be triggered by the issuance of the Securities; (viii) to the knowledge of the Company, there will be no voting agreements with respect to the share capital of the Company or its Subsidiary and there will be no agreements relating to the issuance, sale, redemption, transfer or other disposition of the share capital of the Company or its Subsidiary to which the Company or its Subsidiary is party or, to the knowledge of the Company, between shareholders of the Company or its Subsidiary, (ix) neither the Company nor its Subsidiary will does not have any share stock appreciation rights or “phantom sharestock” plans or agreements or any similar plan or agreement. A true; and (ix) the Company and its Subsidiaries have no liabilities or obligations required to be disclosed in the SEC Documents (as defined in Section 3(vv)) but not so disclosed in the SEC Documents, correct and complete copy other than those incurred in the ordinary course of the Company’s articles or any of association to be its Subsidiary’s respective businesses and which, individually or in effect at the Initial Closing is attached as aggregate, do not or would not have a Material Adverse Effect. Schedule 3(p)(iii)3(f) set forth the material terms of any outstanding warrants of the Company, including, without limitation, the exercise price, put rights or other special features and expiration date thereof.