Common use of Capital Structure Clause in Contracts

Capital Structure. The authorized capital stock of the Company consists of 1,000 shares of common stock, all of which are issued and outstanding. Except as set forth above, no shares of capital stock or other voting securities of the Company are issued, reserved for issuance or outstanding. The Company is the sole record and beneficial owner of all of the issued and outstanding capital stock of each Company Subsidiary. All outstanding shares of the capital stock of the Company and each Company Subsidiary are duly authorized, validly issued, fully paid and nonassessable and not subject to or issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the applicable corporate laws of the State of Delaware, the Company Constituent Instruments or any Contract (as defined in Section 3.05) to which the Company is a party or otherwise bound. There are not any bonds, debentures, notes or other indebtedness of Company or any Company Subsidiary having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of Company Stock or the common stock of any Company Subsidiary may vote (“Voting Company Debt”). Except as set forth above, as of the date of this Agreement, there are not any options, warrants, rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contracts, arrangements or undertakings of any kind to which the Company or any Company Subsidiary is a party or by which any of them is bound (a) obligating the Company or any Company Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity interests in, or any security convertible or exercisable for or exchangeable into any capital stock of or other equity interest in, the Company or any Company Subsidiary or any Voting Company Debt, (b) obligating the Company or any Company Subsidiary to issue, grant, extend or enter into any such option, warrant, call, right, security, commitment, Contract, arrangement or undertaking or (c) that give any person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights occurring to holders of the capital stock of the Company or of any Company Subsidiary. As of the date of this Agreement, there are not any outstanding contractual obligations of the Company to repurchase, redeem or otherwise acquire any shares of capital stock of the Company.

Capital Structure. The authorized capital stock of the Company consists of 1,000 (a) 200,000,000 shares of common stockCompany Common Stock, all of which 19,900,000 are issued and outstanding. Except outstanding as set forth aboveof the date of this Agreement, no and (b) 2,000,000 shares of capital stock or other voting securities Company Preferred Stock, (i) of the which 50,000 shares are designated Company are issuedClass A Preferred Stock, reserved for issuance or outstanding. The Company one of which is the sole record and beneficial owner of all of the issued and outstanding capital stock of each Company Subsidiary. All outstanding shares as of the capital stock date of the Company this Agreement, and each Company Subsidiary are duly authorized, validly issued, fully paid and nonassessable and not subject to or issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the applicable corporate laws of the State of Delaware, the Company Constituent Instruments or any Contract (as defined in Section 3.05) to which the Company is a party or otherwise bound. There are not any bonds, debentures, notes or other indebtedness of Company or any Company Subsidiary having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of Company Stock or the common stock of any Company Subsidiary may vote (“Voting Company Debt”). Except as set forth abovewhich, as of the date of this Agreement, there is convertible into 80,100,000 shares of Company Common Stock, and (ii) of which 50,000 are designated Class B Preferred Stock, $0.001 par value per share, none of which are outstanding as of the date hereof. All outstanding shares of Company Common Stock and Company Class A Preferred Stock have been duly authorized and validly issued and are fully paid and non-assessable and free of any liens or encumbrances other than any liens or encumbrances created by or imposed upon the holders thereof (including those arising under the Company Stockholders Agreement, the Company Rights Agreement and the Company's certificate of incorporation), and are not subject to preemptive rights or rights of first refusal created by statute, the certificate of incorporation or bylaws of the Company or any options, warrants, rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contracts, arrangements or undertakings of any kind agreement to which the Company or any Company Subsidiary is a party or by which it is bound, other than the Company Stockholders Agreement and the Company Rights Agreement. As of the date of this Agreement, there are 10,000,000 shares of Company Common Stock reserved for issuance under the Company Option Plan, of which 5,251,000 are subject to outstanding Company Options, none of which are or will be exercisable prior to the Effective Time. Except for the rights created pursuant to this Agreement, and the Company Options (and any stock option agreements issued in connection therewith) and other rights disclosed above in this Section 3.5 (including any rights under the Company Stockholders Agreement, the Company Option Plan or the Company Rights Agreement) and the Company Class A Preferred Stock, there are no options, warrants, calls, rights, commitments or agreements of them any character to which the Company is a party or by which it is bound (a) obligating the Company or any Company Subsidiary to issue, deliver or deliver, sell, repurchase or redeem or cause to be issued, delivered or delivered, sold, additional repurchased or redeemed, any shares of capital stock Company Capital Stock or other equity interests in, or any security convertible or exercisable for or exchangeable into any capital stock of or other equity interest in, the Company or any Company Subsidiary or any Voting Company Debt, (b) obligating the Company or any Company Subsidiary to issue, grant, extend extend, accelerate the vesting of, change the price of, or otherwise amend or enter into any such option, warrant, call, right, security, commitment, Contract, arrangement commitment or undertaking or (c) that give any person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights occurring to holders agreement. All shares of Company Common Stock issuable upon conversion of the Company Class A Preferred Stock or upon exercise of the Company Options described in this Section 3.5 will be, when issued pursuant to the respective terms of such Company Class A Preferred Stock or Company Options, as applicable, duly authorized, validly issued, fully paid and nonassessable. Other than the Company Stockholders Agreement, the Company Rights Agreement and the Company Option Plan (and any stock option agreements issued thereunder), there are no other contracts, commitments or agreements relating to voting, purchase or sale of the Company's capital stock (i) between or among the Company and any of its stockholders and (ii) to the knowledge of the Company or of ACN, between or among any Company Subsidiary. As of the date of this Agreement, there are not any outstanding contractual obligations of the Company to repurchase, redeem or otherwise acquire any shares of capital stock of the Company's stockholders. All shares of outstanding Company Common Stock and Company Class A Preferred Stock and the Company Options were issued in compliance with all applicable federal and state securities laws.

Capital Structure. The authorized capital stock of the Company consists of 1,000 30,000,000 Shares and 1,000,000 shares of common preferred stock, all par value $.01 per share (the Preferred Shares"). As of which are the date hereof, (i) 24,335,112 Shares and no Preferred Shares were issued and outstandingoutstanding and (ii) 1,929,698 shares were reserved for issuance upon exercise of outstanding Options. Except as set forth above, as of the date of this Agreement: (i) no shares of capital stock or other voting securities of the Company are issued, reserved for issuance or outstanding. The ; (ii) there were no stock appreciation rights, restricted stock grant or contingent stock grants and there are no other outstanding contractual rights to which the Company is a party the sole record and beneficial owner value of which is based on the value of Shares; (iii) all of the issued and outstanding capital stock of each Company Subsidiary. All outstanding shares of the capital stock of the Company are, and each Company Subsidiary are all shares which may be issued will be, when issued, duly authorized, validly issued, fully paid and nonassessable and not subject to or issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the applicable corporate laws of the State of Delaware, the Company Constituent Instruments or any Contract rights; and (as defined in Section 3.05iv) to which the Company is a party or otherwise bound. There there are not any no bonds, debentures, notes or other indebtedness of the Company or any Company Subsidiary having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders stockholders of the Company Stock or the common stock of any Company Subsidiary may vote (“Voting Company Debt”)vote. Except as set forth above, as of the date of this Agreement, there are not any no outstanding securities, options, warrants, calls, rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contractsagreements, arrangements or undertakings of any kind to which the Company or any Company Subsidiary of its Subsidiaries is a party or by which any of them is bound (a) obligating the Company or any Company Subsidiary of its Subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity interests in, or any security convertible or exercisable for or exchangeable into any capital stock voting securities of or other equity interest in, the Company or of any Company Subsidiary of its Subsidiaries or any Voting Company Debt, (b) obligating the Company or any Company Subsidiary of its Subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, security, commitment, Contractagreement, arrangement or undertaking or (c) that give any person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights occurring to holders of the capital stock of the Company or of any Company Subsidiaryundertaking. As of the date of this Agreement, there There are not any outstanding contractual obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any shares of capital stock of the CompanyCompany or any of its Subsidiaries.

Capital Structure. (i) The authorized capital stock of the Company consists of 1,000 100,000,000 Shares, of which 33,183,228 Shares were outstanding as of the date hereof, and 10,000,000 shares of common preferred stock, all $0.0001 per share, no shares of which were outstanding as of the date hereof. All of the outstanding Shares have been duly authorized and are issued validly issued, fully paid and outstandingnonassessable. Other than 3,959,803 Shares reserved for issuance under the Company’s Visicu, Inc. Equity Incentive Plan (the “Stock Plan”), the Company has no Shares reserved for issuance. Section 5.1(b)(i) of the Company Disclosure Letter contains a correct and complete list of options, restricted stock, restricted stock units and performance units under the Stock Plan, including the holder, date of grant, term, number of Shares and, where applicable, whether an option is intended to qualify as an “incentive stock option” within the meaning of Section 422(b) of the Code, exercise price and vesting schedule, including whether the vesting will be accelerated by the execution of this Agreement or consummation of the Merger or by termination of employment or change of position following consummation of the Merger. Except as set forth above, there are no preemptive or other outstanding rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements, calls, commitments or rights of any kind that obligate the Company to issue or sell any shares of capital stock or other voting securities of the Company or any securities or obligations convertible or exchangeable into or exercisable for, or giving any Person a right to subscribe for or acquire, any securities of the Company, and no securities or obligations evidencing such rights are issuedauthorized, reserved for issuance issued or outstanding. The Company is Upon any issuance of any Shares in accordance with the sole record and beneficial owner of all terms of the issued and outstanding capital stock of each Company Subsidiary. All outstanding shares of the capital stock of the Company and each Company Subsidiary are Stock Plan, such Shares will be duly authorized, validly issued, fully paid and nonassessable and not subject to or issued in violation free and clear of any purchase optionlien, call optioncharge, right of first refusalpledge, preemptive rightsecurity interest, subscription right claim or any similar right under any provision of the applicable corporate laws of the State of Delawareother encumbrance (each, the a “Lien”). The Company Constituent Instruments or any Contract (as defined in Section 3.05) to which the Company is a party or otherwise bound. There are does not have outstanding any bonds, debentures, notes or other indebtedness obligations the holders of Company or any Company Subsidiary having which have the right to vote (or convertible into, into or exchangeable for, exercisable for securities having the right to vote) on any matters on which holders of Company Stock or with the common stock of any Company Subsidiary may vote (“Voting Company Debt”). Except as set forth above, as of the date of this Agreement, there are not any options, warrants, rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contracts, arrangements or undertakings of any kind to which the Company or any Company Subsidiary is a party or by which any of them is bound (a) obligating the Company or any Company Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity interests in, or any security convertible or exercisable for or exchangeable into any capital stock of or other equity interest in, the Company or any Company Subsidiary or any Voting Company Debt, (b) obligating the Company or any Company Subsidiary to issue, grant, extend or enter into any such option, warrant, call, right, security, commitment, Contract, arrangement or undertaking or (c) that give any person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights occurring to holders of the capital stock stockholders of the Company or of on any Company Subsidiary. As of the date of this Agreement, there are not any outstanding contractual obligations of the Company to repurchase, redeem or otherwise acquire any shares of capital stock of the Companymatter.

Capital Structure. The authorized capital stock of the Company consists of 1,000 shares of common stock, all of which are issued and outstanding. Except as set forth above, no shares of capital stock or other voting securities of the Company are issued, reserved for issuance or outstanding. (a) The Company is Shares constitute the sole record and beneficial owner of all whole of the issued and outstanding allotted share capital stock of each Company Subsidiary. All outstanding shares of the capital stock of the Company and, as of the Agreement Date, consist solely of 1,025,234,000 Company Shares. There are no other allotted or issued Company Shares and no commitments or Contracts to issue any Company Shares. None of the Company or its Subsidiaries holds any treasury shares. The Sellers own all of the Equity Interests of the Company other than the Company Equity Awards. Schedule 2.2(a) of the Seller Disclosure Letter sets forth, as of the Agreement Date, a true, correct and complete list of the Sellers that are the registered owners of any Company Shares and the number and type of such shares so owned by each Seller and any beneficial holders thereof, if applicable. All allotted and issued Company Subsidiary Shares are duly authorized, validly issued, fully paid and nonassessable and not subject to or issued in violation are free of any purchase optionEncumbrances (other than Permitted Encumbrances), call option, right of first refusal, preemptive right, subscription right pre-emptive rights or any similar right under any provision of the applicable corporate laws of the State of Delaware“put” or “call” rights, the Company Constituent Instruments Organizational Documents or any Contract (as defined in Section 3.05) to which the Company is a party or otherwise bound. There are not any bonds, debentures, notes or other indebtedness of Company or any Company Subsidiary having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of Company Stock or the common stock of any Company Subsidiary may vote (“Voting Company Debt”). Except as set forth above, as of the date of this Agreement, there are not any options, warrants, rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contracts, arrangements or undertakings of any kind to which the Company or any Company Subsidiary of its Subsidiaries is a party or by which any of them is bound (a) obligating the Company or any Company Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity interests in, its Subsidiaries or any security convertible or exercisable of their respective assets are bound. There is no Liability for or exchangeable into dividends accrued and unpaid by the Company. All allotted and issued Company Shares that have been issued by the Company, were issued in compliance with all Applicable Law and all requirements set forth in the Organizational Documents and any capital stock of or other equity interest in, applicable Contracts to which the Company or any Company Subsidiary of its Subsidiaries is a party or any Voting Company Debt, (b) obligating by which the Company or any of its Subsidiaries or any of their respective assets are bound. Other than pursuant to the Company Subsidiary Equity Plans, there are no issued, reserved for issuance, promised and ungranted or outstanding options, warrants, stock appreciation rights, restricted share units, phantom stock, calls, subscriptions or other rights to issue, grant, extend or enter into any such option, warrant, call, right, security, commitment, Contract, arrangement or undertaking or (c) that give any person the right to receive any economic benefit or right similar to or derived acquire from the economic benefits and rights occurring to holders of the capital stock Company or its Subsidiaries or other obligations of the Company or of its Subsidiaries to issue or allot, any Company SubsidiaryEquity Interests. As of the date of this Agreement, there are not any No Equity Interests will be outstanding contractual obligations of under the Company to repurchaseEquity Plans at, redeem or otherwise acquire any shares of capital stock of and after giving effect to, the CompanyClosing.

Capital Structure. The authorized share capital stock of the Company consists of 1,000 One Hundred Million (100,000,000) shares of common stock, all stock with Forty Four Million One Hundred Thousand (44,100,000) shares outstanding and One Hundred Million (100,000,000) shares of which are issued and outstanding. Except as set forth above, preferred stock authorized with no shares of capital preferred stock outstanding. No shares or other voting securities of the Company are issued, reserved for issuance or outstanding. The Company is the sole record and beneficial owner of all of the issued and outstanding capital stock of each Company Subsidiary. All outstanding shares of the capital stock of the Company and each Company Subsidiary are duly authorized, validly issued, fully paid and nonassessable non-assessable and not subject to or issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the applicable corporate laws of the State its state of Delawareincorporation, the Company Constituent Instruments Charter Documents or any Contract (as defined in Section 3.053.04) to which the Company is a party or otherwise bound. There are not any no bonds, debentures, notes or other indebtedness of the Company or any Company Subsidiary having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of Company Stock or the common stock of any Company Subsidiary Shares may vote (“Voting Company Debt”). Except as otherwise set forth aboveherein or as set forth in the Company Disclosure Schedule, as of the date of this Agreement, there are not any no options, warrants, rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contracts, arrangements or undertakings of any kind to which the Company or any Company Subsidiary is a party or by which any of them the Company is bound (ai) obligating the Company or any Company Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity interests in, or any security convertible or exercisable for or exchangeable into any shares or capital stock of or other equity interest in, the Company or any Company Subsidiary or any Voting Company Debt, (bii) obligating the Company or any Company Subsidiary to issue, grant, extend or enter into any such option, warrant, call, right, security, commitment, Contract, arrangement or undertaking or (ciii) that give any person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights occurring to holders of the capital stock of the Company shares or of any Company Subsidiary. As of the date of this Agreement, there are not any outstanding contractual obligations of the Company to repurchase, redeem or otherwise acquire any shares of capital stock of the Company.

Capital Structure. The Company is authorized capital stock to issue Preferred Member interests, Class B Member interests, and Class C Member interests. RGGPLS owned at the close of business on the date of this Agreement, and will own as of the Closing Date, Preferred Member interests aggregating to a 66.1625% Percentage Interest (as defined in the Company consists Operating Agreement). GRH owned at the close of 1,000 shares business on the date of common stockthis Agreement, all and will own as of which are issued the Closing Date, Preferred Member interests aggregating to a 22.0541% Percentage Interest. BD owned at the close of business on the date of this Agreement, and outstandingwill own as of the Closing Date, Preferred Member interests aggregating to a 4.0000% Percentage Interest. GRH owned at the close of business on the date of this Agreement, and will own as of the Closing Date, Class B Member interests aggregating to a 7.7834% Percentage Interest. Class C Member interests (as defined in the Company Operating Agreement) aggregating up to a 7.6400% Percentage Interest have been reserved for issuance pursuant to an equity incentive plan that the Company had intended to adopt at a future date. Except as set forth above, no shares of capital stock member interests or other voting securities of the Company are were, at the close of business on the date of this Agreement, or will be as of the Closing Date, issued, reserved for issuance or outstanding. The Company is the sole record and beneficial owner of all of the issued and outstanding capital stock of each Company Subsidiary. All outstanding shares of Company Member Interests are, and all such interests that may be issued prior to the capital stock of the Company and each Company Subsidiary are Effective Time will be when issued, duly authorized, validly issued, fully paid and nonassessable and not subject to or issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the applicable corporate laws of the State of DelawareFLLCA, the Company Constituent Instruments Articles, the Company Operating Agreement or any Contract (as defined in Section 3.05) to which the Company is a party or otherwise boundparty. There are not any bonds, debentures, notes or other indebtedness of the Company or any Company Subsidiary having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of Company Stock or the common stock of any Company Subsidiary Preferred Member interests may vote (“Voting Company Debt”). Except as set forth above, as of the date of this Agreement, Agreement there are not, and as of the Closing Date there will not any be any, options, warrants, rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contracts, arrangements or undertakings of any kind to which the Company or any Company Subsidiary USPGI is a party or by which any of them is bound (ai) obligating the Company or any Company Subsidiary USPGI to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock Preferred Member interests in the Company or other equity interests in, or any security convertible or exercisable for or exchangeable into any capital stock of or other equity interest in, the Company or any Company Subsidiary USGPI or any Voting Company Debt, (bii) obligating the Company or any Company Subsidiary USPGI to issue, grant, extend or enter into any such option, warrant, call, right, security, commitment, Contract, arrangement or undertaking or (ciii) that give any person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights occurring to holders of the capital stock of the Company or of any Company SubsidiaryPreferred Member interests. As of the date of this Agreement, Agreement there are not, and as of the Closing Date there will not any be any, outstanding contractual obligations of the Company or USGPI to repurchase, redeem or otherwise acquire any shares of capital stock of equity interests in the CompanyCompany or USGPI.

Capital Structure. The authorized capital stock of the Company consists of 1,000 75,000,000 shares of common stockCommon Stock, all par value $0.01 per share. As of which are July 1, 1997, (i) 27,340,088 shares of Common Stock were issued and outstanding, and (ii) 1,572,316 shares of Common Stock were reserved for issuance pursuant to the outstanding employee stock options ("Plan Options") granted pursuant to the Stock Plans (as defined in Section 7.04), and other options ("Other Options" and, together with the Plan Options, the "Stock Options") granted to employees, directors and consultants and former employees, directors and consultants of the Company. Except as set forth above, as of the date of this Agreement, no shares of capital stock or other voting securities of the Company are were issued, reserved for issuance or outstanding. The Company is the sole record and beneficial owner of all of the issued and outstanding capital stock of each Company Subsidiary. All outstanding shares of the capital stock of the Company are, and each Company Subsidiary are all shares which may be issued pursuant to the Stock Plans or pursuant to the agreements representing outstanding Other Options described in clause (iii) above shall be, when issued and paid for in accordance with the terms of the applicable Stock Plan or Other Option, duly authorized, validly issued, fully paid and nonassessable and not subject to or issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the applicable corporate laws of the State of Delaware, the Company Constituent Instruments or any Contract (as defined in Section 3.05) to which the Company is a party or otherwise boundrights. There are not any bonds, debentures, notes or other indebtedness of the Company or any Company Subsidiary having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders stockholders of the Company Stock or the common stock of any Company Subsidiary may vote (“Voting Company Debt”)vote. Except as set forth abovein Section 4.03 of the Disclosure Schedule hereto, as of the date of this Agreement, there are not any securities, options, warrants, calls, rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contractsagreements, arrangements or undertakings of any kind to which the Company or any Company Subsidiary of its Significant Subsidiaries is a party or by which any of them is bound (a) obligating the Company or any Company Subsidiary of its Significant Subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity interests in, or any security convertible or exercisable for or exchangeable into any capital stock voting securities of or other equity interest in, the Company or any Company Subsidiary of its Significant Subsidiaries or any Voting Company Debt, (b) obligating the Company or any Company Subsidiary of its Significant Subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, security, commitment, Contractagreement, arrangement or undertaking or (c) that give any person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights occurring to holders of the capital stock of the Company or of any Company Subsidiaryundertaking. As of the date of this Agreement, there are not any outstanding contractual obligations of the Company or any of its Significant Subsidiaries to repurchasepurchase, redeem or otherwise acquire any shares of capital stock of the CompanyCompany or any of its Significant Subsidiaries or to provide funds to make any investment (in the form of a loan, capital contribution or otherwise) in any Significant Subsidiary or any other entity.

Capital Structure. The authorized capital stock As of the close of business on June 15, 2018, there are 231,700,000 Company consists Common Shares outstanding; in addition, the Company has one sole Company Voting Share outstanding entitled to vote in the election of 1,000 shares the Company’s directors, which is held by Parent. All of common stockthe outstanding Company Common Shares have been duly authorized and are validly issued, all fully paid and nonassessable. The Company has no Company Common Shares reserved for issuance. Each of which are issued and outstanding. Except as set forth above, no the outstanding shares of capital stock or other voting securities of the Company are issued, reserved for issuance or outstanding. The Company is the sole record and beneficial owner of all each of the issued and outstanding capital stock of each Company Subsidiary. All outstanding shares of the capital stock of the Company and each Company Subsidiary are Company’s Subsidiaries is duly authorized, validly issued, fully paid and nonassessable and not subject to owned by the Company or issued in violation by a direct or indirect wholly-owned Subsidiary of the Company, free and clear of any purchase optionlien, call optioncharge, right pledge, security interest, claim or other encumbrance, except to the extent existing under the organizational documents of first refusalsuch Subsidiary or pursuant to applicable Law (each, a “Lien”). Except as set forth in the Company Agreement, there are no preemptive rightor other outstanding rights, subscription right options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements, calls, commitments or rights of any kind that obligate the Company or any similar right under of its Subsidiaries to issue or sell any provision shares of capital stock or other securities of the applicable corporate laws Company or any of its Subsidiaries or any securities or obligations convertible or exchangeable into or exercisable for, or giving any Person a right to subscribe for or acquire, any securities of the State of Delaware, the Company Constituent Instruments or any Contract (as defined in Section 3.05) to which the of its Subsidiaries, and no securities or obligations evidencing such rights are authorized, issued or outstanding. The Company is a party or otherwise bound. There are does not have outstanding any bonds, debentures, notes or other indebtedness obligations the holders of Company or any Company Subsidiary having which have the right to vote (or are convertible into, into or exchangeable for, exercisable for securities having the right to vote) on any matters on which with the holders of Company Stock or the common stock of Common Shares on any Company Subsidiary may vote (“Voting Company Debt”). Except as set forth above, as of the date of this Agreement, there are not any options, warrants, rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contracts, arrangements or undertakings of any kind to which the Company or any Company Subsidiary is a party or by which any of them is bound (a) obligating the Company or any Company Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity interests in, or any security convertible or exercisable for or exchangeable into any capital stock of or other equity interest in, the Company or any Company Subsidiary or any Voting Company Debt, (b) obligating the Company or any Company Subsidiary to issue, grant, extend or enter into any such option, warrant, call, right, security, commitment, Contract, arrangement or undertaking or (c) that give any person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights occurring to holders of the capital stock of the Company or of any Company Subsidiary. As of the date of this Agreement, there are not any outstanding contractual obligations of the Company to repurchase, redeem or otherwise acquire any shares of capital stock of the Companymatter.

Capital Structure. The authorized capital stock of the Company consists of 1,000 1,000,000 Shares, of which 560,630 Shares were outstanding and 10,000 Shares were held by the Company in treasury, as of the close of business on December 31, 2004, and 25,000 shares of common stockPreferred Stock, all par value $0.01 per share (the “Preferred Shares”), none of which were outstanding as of the close of business on December 31, 2004. All of the outstanding Shares have been duly authorized and are issued validly issued, fully paid and outstandingnonassessable. Except The Company has no Shares or Preferred Shares reserved for issuance, except that, as set forth aboveof December 31, no 2004, there were 81,000 Shares reserved for issuance pursuant to the Company Stock Plan. Section 5.1(b) of the Company Disclosure Letter contains a correct and complete list of each outstanding Company Option, including the holder, date of grant, exercise price and number of Shares subject thereto and also contains a correct and complete list of each outstanding share of Company Restricted Stock, including the holder and the number of Shares of Restricted Stock held by each such holder. Each of the outstanding shares of capital stock or other voting securities of the Company are issued, reserved for issuance or outstanding. The Company is the sole record and beneficial owner of all each of the issued and outstanding capital stock of each Company Subsidiary. All outstanding shares of the capital stock of the Company and each Company Subsidiary are Company’s Subsidiaries is duly authorized, validly issued, fully paid and nonassessable and not subject to owned by the Company or issued in violation by a direct or indirect wholly owned subsidiary of the Company, free and clear of any purchase optionlien, call optionpledge, right security interest, claim or other encumbrance. Except as set forth above, there are no preemptive or other outstanding rights, options, phantom equity, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements, calls, commitments or rights of first refusal, preemptive right, subscription right any kind that obligate the Company or any similar right under of its Subsidiaries to issue or sell any provision shares of capital stock or other securities of the applicable corporate laws Company or any of its Subsidiaries or any securities or obligations convertible or exchangeable into or exercisable for, or giving any Person a right to subscribe for or acquire, any securities of the State of Delaware, the Company Constituent Instruments or any Contract (as defined in Section 3.05) to which the of its Subsidiaries, and no securities or obligations evidencing such rights are authorized, issued or outstanding. The Company is a party or otherwise bound. There are does not have outstanding any bonds, debentures, notes or other indebtedness obligations the holders of Company or any Company Subsidiary having which have the right to vote (or convertible into, into or exchangeable for, exercisable for securities having the right to vote) with the stockholders of the Company on any matters on which holders of Company Stock or the common stock of any Company Subsidiary may vote matter (“Voting Company Debt”). Except as set forth above, as of the date of this Agreement, there are not any options, warrants, rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contracts, arrangements or undertakings of any kind to which the Company or any Company Subsidiary is a party or by which any of them is bound (a) obligating the Company or any Company Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity interests in, or any security convertible or exercisable for or exchangeable into any capital stock of or other equity interest in, the Company or any Company Subsidiary or any Voting Company Debt, (b) obligating the Company or any Company Subsidiary to issue, grant, extend or enter into any such option, warrant, call, right, security, commitment, Contract, arrangement or undertaking or (c) that give any person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights occurring to holders of the capital stock of the Company or of any Company Subsidiary. As of the date of this Agreement, there are not any outstanding contractual obligations of the Company to repurchase, redeem or otherwise acquire any shares of capital stock of the Company.

Capital Structure. (a) The authorized capital stock of the Company consists of 1,000 1,200,000,000 shares of common Company Common Stock and 100,000,000 shares of preferred stock, par value $0.01 per share, of the Company (“Company Preferred Stock”). At the close of business on March 13, 2020 (the “Capitalization Date”), (i) 226,521,289 shares of Company Common Stock were outstanding, none of which were held by any Company Subsidiary, (ii) 280,222 shares of Company Common Stock were reserved and available for issuance pursuant to the Company Stock Plan in respect of outstanding awards, all of which are issued were subject to outstanding Company RSUs, (iii) 3,612,368 shares of Company Common Stock were available for issuance for awards not yet granted under the Company Stock Plan and (iv) no shares of Company Preferred Stock were outstanding. Except as set forth above, at the close of business on the Capitalization Date, no shares of capital stock of, or other equity, voting securities of or ownership interests in, the Company are were issued, reserved for issuance or outstanding. The Company is the sole record and beneficial owner of all of the issued and outstanding capital stock of each Company Subsidiary. All outstanding shares of Company Common Stock are, and all such shares that may be issued prior to the capital stock of the Company and each Company Subsidiary are Closing Date will be when issued, duly authorized, validly issued, fully paid and nonassessable and not subject to or issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the applicable corporate laws DGCL, the Amended and Restated Certificate of Incorporation of the State of DelawareCompany (the “Company Charter”), the Second Amended and Restated Bylaws of the Company Constituent Instruments (the “Company Bylaws”) or any Contract (as defined in Section 3.05) to which the Company is a party or otherwise bound (other than any Contracts to which Parent or any Parent Subsidiary is a party or otherwise bound). There are not any bonds, debentures, notes or other indebtedness is no Indebtedness of the Company or any Company Subsidiary having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of Company Common Stock or the common stock of any Company Subsidiary may vote (“Company Voting Company Debt”). Section 5.04(a) of the Company Disclosure Letter sets forth a true and complete list, as of the close of business on the Capitalization Date, of all outstanding Company RSUs, the number of shares of Company Common Stock with respect thereto, the grant dates and vesting schedules thereof and the names of the holders thereof. Except as set forth above, as of the date of this Agreement, Agreement there are not any no options, warrants, rights, convertible or exchangeable securities, other securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contracts, arrangements or undertakings of any kind to which the Company or any Company Subsidiary is a party or by which any of them is bound (aother than any Contracts, arrangements or undertakings to which Parent or any Parent Subsidiary is a party or by which any of them is bound) (x) obligating the Company or any Company Subsidiary to issue, grant, deliver or sell, or cause to be issued, granted, delivered or sold, additional shares of capital stock of or other equity equity, voting or ownership interests in, or any security convertible or exercisable for or exchangeable into any capital stock of of, or other equity equity, voting or ownership interest in, the Company or any Company Subsidiary or any Company Voting Company Debt, (by) obligating the Company or any Company Subsidiary to issue, grant, sell, extend or enter into any such option, warrant, call, right, security, unit, commitment, Contract, arrangement or undertaking or (cz) that give any person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights occurring accruing to holders of the capital stock of the Company or of any Company Subsidiary. As of the date of this Agreement, there are not any outstanding contractual obligations of the Company or any Company Subsidiary to (i) repurchase, redeem or otherwise acquire any shares of capital stock of, or other equity, voting or ownership interests in, the Company or any Company Subsidiary or (ii) vote or dispose of any shares of capital stock of, or other equity, voting or ownership interest in, any Company Subsidiaries. In any event, the Companymaximum number of shares of Eligible Shares that will be outstanding (on a fully diluted basis) at the Exchange Effective Time shall be not more than 90,782,213.

Capital Structure. The authorized capital stock of the Company consists of 1,000 (i) 30,000,000 shares of common stockCommon Stock, all of which are issued and outstanding. Except as set forth above, no 12,301,610 shares of capital stock or other voting securities of the Company are issued, reserved for issuance or outstanding. The Company is the sole record and beneficial owner of all of the were issued and outstanding capital stock as of each Company Subsidiary. All outstanding the close of business on January 6, 2005, (ii) 3,500,000 shares of the capital stock Series A Preferred Stock, of which 3,211,903 shares were issued and outstanding as of the close of business on January 6, 2005 and (iii) 6,225,000 shares of the Series B Preferred Stock, of which 6,000,000 shares were issued and outstanding as of the close of business on January 6, 2005. All shares of Company and each Company Subsidiary Capital Stock are duly authorized, validly issued, fully paid and nonassessable non-assessable and are free of any liens or encumbrances other than any liens or encumbrances created by or imposed upon the holders thereof, and are not subject to preemptive rights or issued in violation of any purchase option, call option, right rights of first refusalrefusal created by statute, preemptive right, subscription right the Certificate of Incorporation or Bylaws of the Company or any similar right under any provision of the applicable corporate laws of the State of Delaware, the Company Constituent Instruments or any Contract (as defined in Section 3.05) agreement to which the Company is a party or otherwise by which it is bound. There are not any bonds, debentures, notes or other indebtedness The shares of the Company or any Company Subsidiary having Capital Stock owned by the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of Company Stock or the common stock of any Company Subsidiary may vote (“Voting Company Debt”). Except Stockholders as set forth above, as in the Payment Spreadsheet constitute all of the date issued and outstanding capital stock of the Company. Except for the rights created pursuant to this AgreementAgreement and as set forth on Schedule 3.12(a) of the Company Disclosure Schedule, there are not any no other options, warrants, calls, rights, convertible commitments or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contracts, arrangements or undertakings agreements of any kind character to which the Company or any Company Subsidiary is a party or by which any of them it is bound (a) obligating the Company or any Company Subsidiary to issue, deliver or deliver, sell, repurchase or redeem or cause to be issued, delivered or delivered, sold, additional repurchased or redeemed, any shares of capital stock or other equity interests in, or any security convertible or exercisable for or exchangeable into any capital stock of or other equity interest in, the Company Capital Stock or any Company Subsidiary or any Voting Company Debt, (b) obligating the Company or any Company Subsidiary to issue, grant, extend extend, accelerate the vesting of, change the price of, or otherwise amend or enter into any such option, warrant, call, right, securitycommitment or agreement. There are no other contracts, commitmentcommitments or agreements relating to voting, Contract, arrangement purchase or undertaking sale of Company Capital Stock (i) between or (c) that give among the Company and any person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights occurring to holders of the capital stock Stockholders and (ii) to the knowledge of the Company, between or among any of the Stockholders. Each outstanding share of Series A Preferred Stock and Series B Preferred Stock is convertible into one share of Company Common Stock. All shares of Company Capital Stock and all Stock Options and Warrants have been issued and granted in compliance with (y) all applicable federal and state securities laws and other applicable legal requirements, and (z) except as set forth on Schedule 3.12(a)(z) of the Company or of Disclosure Schedule, any Company Subsidiary. As of the date of this Agreement, there are not any outstanding contractual obligations of requirements set forth in the Company to repurchase, redeem or otherwise acquire any shares Certificate of capital stock of the CompanyIncorporation and Bylaws and applicable Company contracts.

Capital Structure. (a) The authorized share capital stock of the Company consists solely of 1,000 shares (i) an unlimited number of common stockCompany Voting Common Shares, all of which 5,957,365 shares are issued and outstandingoutstanding as of the Closing Date, and (ii) an unlimited number of Company Non-Voting Common Shares, of which 53,267 are issued and outstanding as of the Closing Date. Except as set forth above, There are no shares other issued and outstanding Company Shares and no commitments or Contracts to issue any Company Shares other than: (i) pursuant to the exercise of capital stock or other voting securities Company Options under the Company Option Plan that are outstanding immediately prior to the Closing; and (ii) Company Debentures and the 500 Startups Debenture that are outstanding immediately prior to the Closing. The Company holds no treasury shares. Schedule 2.2(a) of the Company are issuedDisclosure Letter sets forth, reserved for issuance or outstanding. The Company is the sole record and beneficial owner of all as of the Closing Date, (i) a true, correct and complete list of the Shareholders and the number and type of such shares so owned by such Shareholder, and any beneficial holders thereof, if applicable and (ii) the number of Company Shares owned by such Company Shareholder after giving effect to all conversion rights and anti-dilution and similar adjustments. As of the Closing, there will be no Company Shares that are Unvested Company Shares. All issued and outstanding capital stock of each Company Subsidiary. All outstanding shares of the capital stock of the Company and each Company Subsidiary Shares are duly authorized, validly issued, fully paid and nonassessable non-assessable and not subject to or issued in violation are free of any purchase optionEncumbrances, call option, right of first refusaloutstanding subscriptions, preemptive right, subscription right rights or any similar right under any provision of the applicable corporate laws of the State of Delaware“put” or “call” rights created by statute, the Company Constituent Instruments Articles, the Company Bylaws or any Contract (as defined in Section 3.05) to which the Company is a party or otherwise bound. There are not any bonds, debentures, notes or other indebtedness of Company or any Company Subsidiary having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of Company Stock or the common stock of any Company Subsidiary may vote (“Voting Company Debt”). Except as set forth above, as of the date of this Agreement, there are not any options, warrants, rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contracts, arrangements or undertakings of any kind to by which the Company or any of its assets is bound. The Company Subsidiary has never declared or paid any dividends on any Company Shares. There is no Liability for dividends accrued and unpaid by the Company. All issued and outstanding Company Shares and all Company Options were issued in compliance with Applicable Law, including applicable securities laws, and all requirements set forth in the Company Articles, the Company Bylaws and any applicable Contracts to which the Company is a party or by which any of them is bound (a) obligating the Company or any of its assets is bound. None of the outstanding Company Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares Shares were issued in violation of capital stock any preemptive rights or other equity interests in, or any security convertible or exercisable rights to subscribe for or exchangeable into any capital stock of or other equity interest in, the Company or any Company Subsidiary or any Voting Company Debt, (b) obligating the Company or any Company Subsidiary to issue, grant, extend or enter into any such option, warrant, call, right, security, commitment, Contract, arrangement or undertaking or (c) that give any person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights occurring to holders of the capital stock of the Company or of any Company Subsidiary. As of the date of this Agreement, there are not any outstanding contractual obligations of the Company to repurchase, redeem or otherwise acquire any shares of capital stock purchase securities of the Company. The company is a “private issuer” as defined in Section 2.4 of National Instrument 45-106 – Prospectus Exemptions.

Capital Structure. The authorized capital stock of the Company consists of 1,000 shares of common stock, all of which are issued and outstanding. Except as set forth above, no shares of capital stock or other voting securities of the Company are issued, reserved for issuance or outstanding. The Company is the sole record and beneficial owner authorized to issue a maximum of all 55,000,000 Shares with par value of the issued and outstanding capital stock US$0.0001 per Share, of each Company Subsidiary. All outstanding shares of the capital stock of the Company and each Company Subsidiary are duly authorized, validly issued, fully paid and nonassessable and not subject to or issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the applicable corporate laws of the State of Delaware, the Company Constituent Instruments or any Contract (as defined in Section 3.05) to which the Company is a party or otherwise bound. There are not any bonds, debentures, notes or other indebtedness of Company or any Company Subsidiary having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of Company Stock or the common stock of any Company Subsidiary may vote (“Voting Company Debt”). Except as set forth abovewhich, as of the date of this Agreement, 33,736,313 Shares are issued and outstanding, of which 33,334 shares are restricted shares issued under the 2010 Equity Incentive Plan. All of the issued and outstanding Shares have been duly authorized and are validly issued, fully paid and non-assessable. Each of the outstanding shares of share capital or other securities of each of the Company’s directly or indirectly wholly owned Subsidiaries, which are set forth in Exhibit 8.1 to the Company’s Annual Report on Form 20-F filed with the SEC on March 27, 2013 (“Wholly Owned Subsidiaries”), has been duly authorized, and validly issued, and is fully paid and non-assessable (to the extent such concept is applicable in the relevant jurisdiction) and owned by the Company or by a Wholly Owned Subsidiary, free and clear of any lien, charge, pledge, security interest, mortgage, claim or other encumbrance (each, a “Lien” and collectively, “Liens”). The Company has no Subsidiaries other than the Wholly Owned Subsidiaries. Except as set forth in this Section 4.2, there are not any no preemptive or other outstanding rights, options, warrants, rights, convertible or exchangeable securities, “phantom” stock conversion rights, stock appreciation rights, stock-based performance unitsredemption rights, commitmentsrepurchase rights, Contractsagreements, arrangements arrangements, calls, commitments or undertakings rights of any kind to which that obligate the Company or any Company Subsidiary is a party of its Subsidiaries to issue or by which sell any shares of them is bound (a) obligating share capital or other securities of the Company or any Company Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity interests in, its Subsidiaries or any security securities or obligations convertible or exercisable for or exchangeable into or exercisable for, or giving any capital stock Person a right to subscribe for or acquire, any securities of or other equity interest in, the Company or any of its Subsidiaries, and no securities or obligations evidencing such rights are authorized, issued or outstanding. The Company Subsidiary does not have any outstanding bonds, debentures, notes or any Voting Company Debt, (b) obligating other obligations the Company or any Company Subsidiary to issue, grant, extend or enter into any such option, warrant, call, right, security, commitment, Contract, arrangement or undertaking or (c) that give any person holders of which have the right to receive any economic benefit vote (or convertible into or exercisable for securities having the right similar to or derived from vote) with the economic benefits and rights occurring to holders of the capital stock shareholders of the Company on any matter. The Company is not party to a shareholder rights agreement, “poison pill” or of any Company Subsidiary. As of the date of this Agreement, there are not any outstanding contractual obligations of the Company to repurchase, redeem similar agreement or otherwise acquire any shares of capital stock of the Companyplan.

Capital Structure. (a) The authorized capital stock Capital Stock of the Company consists of 1,000 shares of common stock, all par value $0.01, of which 102.513761 shares are issued and outstanding. Except as set forth abovein the preceding sentence, no shares of capital stock or other voting securities Capital Stock of the Company are issued, reserved for issuance or outstanding. The Company is the sole record and beneficial owner of all Section 3.3(a) of the Disclosure Schedule sets forth (i) all the authorized Capital Stock of each of the Transferred Subsidiaries and (ii) the number of shares (or other applicable units) of each class or series of Capital Stock of each of the Transferred Subsidiaries that are issued and outstanding, together with the registered holder thereof. All the outstanding capital stock shares (or other applicable units) of each Company Subsidiary. All outstanding shares class or series of Capital Stock of the capital stock of the Company Transferred Companies have been duly authorized and each Company Subsidiary are duly authorized, validly issued, are fully paid and nonassessable and were not subject to or issued in violation of any purchase option, call option, right of first refusal, preemptive right, or subscription right or any similar right rights enforceable under any provision of the applicable corporate laws of the State of Delaware, the Company Constituent Instruments or any Contract (as defined in Section 3.05) to which the Company is a party or otherwise boundLaw. There are not any bonds, debentures, notes or other indebtedness of Company or any Company Subsidiary having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of Company Stock or the common stock of any Company Subsidiary may vote (“Voting Company Debt”). Except as set forth above, as of the date of this Agreement, there are not any no options, warrantscalls, rights, warrants or convertible or exchangeable securities, “phantom” stock or conversion, preemptive, subscription or other rights, stock or agreements, arrangements or commitments, in any such case, obligating or which may obligate the Transferred Companies to issue, sell, purchase, return or redeem any respective shares (or other applicable units) of their respective Capital Stock or securities convertible into or exchangeable for any respective shares (or other applicable units) of their respective Capital Stock. There are no shares (or other applicable units) of any Capital Stock of the Transferred Companies reserved for issuance. There are no capital appreciation rights, stock-based performance unitsphantom stock plans, commitments, Contracts, arrangements securities with participation rights or undertakings of any kind to which the Company or any Company Subsidiary is a party or by which any of them is bound (a) obligating the Company or any Company Subsidiary to issue, deliver or sellfeatures, or cause to be issued, delivered or sold, additional similar obligations and commitments of the Transferred Companies. Seller owns of record and beneficially all of the Shares and indirectly owns all of the outstanding shares of capital stock or other equity interests in, or any security convertible or exercisable for or exchangeable into any capital stock Capital Stock of or other equity interest in, the Company or any Company Subsidiary or any Voting Company Debt, (b) obligating the Company or any Company Subsidiary to issue, grant, extend or enter into any such option, warrant, call, right, security, commitment, Contract, arrangement or undertaking or (c) that give any person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights occurring to holders each of the capital stock Transferred Subsidiaries, free and clear of all Liens, other than any Liens arising as a result of the Company or of any Company SubsidiaryTransaction Agreements and restrictions on transfer imposed by applicable Laws. As Upon the transfer and delivery of the date of this AgreementShares to Buyer at Closing, there are not any outstanding contractual obligations as contemplated herein, Buyer will acquire record and beneficial ownership of the Company to repurchaseShares, redeem or otherwise acquire free and clear of all Liens, other than any shares of capital stock restrictions on transfer imposed by applicable Laws, Liens arising as a result of the CompanyTransaction Agreements and any events or circumstances occurring after the Closing.

Capital Structure. The authorized capital stock of the Company consists 105,000,000 (one hundred and five million) shares, consisting of 1,000 (i) 100,000,000 (one hundred million) shares of common Company Common Stock, of which 88,832,664 shares are outstanding as of the date hereof, and (ii) 5,000,000 (five million) shares of preferred stock, all par value $0.01 per share (“Preferred Stock”), none of which are issued and outstandingoutstanding as of the date hereof. Except as set forth above, no Each of the outstanding shares of capital stock or other voting securities of the Company are issued, reserved for issuance or outstanding. The Company is the sole record and beneficial owner of all each of the issued and outstanding capital stock of each Company Subsidiary. All outstanding shares of the capital stock of the Company and each Company Subsidiary are Company’s Subsidiaries is duly authorized, validly issued, fully paid and nonassessable and not subject to is owned by the Company or issued in violation a direct or indirect wholly owned Subsidiary of the Company, free and clear of any purchase lien, pledge, claim, option, call optioncharge, right security interest, limitation, encumbrance and restriction of first refusal, preemptive right, subscription right or any similar right under kind (including any provision of the applicable corporate laws of the State of Delaware, the Company Constituent Instruments or any Contract (as defined in Section 3.05) to which the Company is a party or otherwise bound. There are not any bonds, debentures, notes or other indebtedness of Company or any Company Subsidiary having the right to vote (or convertible into, or exchangeable for, securities having restriction on the right to vote, sell or otherwise dispose of such capital stock of other ownership interests). Other than with respect to the Subsidiaries listed on Section 5.1(b) on of the Company Disclosure Schedule, the Company does not directly or indirectly own any matters on which holders securities or other beneficial ownership interests in any other entity (including through joint ventures or partnership arrangements), or have any investment in any other Person. Other than options to purchase up to 4,737,980 shares of Company Common Shares at an average price of $12.69 per share pursuant to the Company’s 2001 Stock or Option Plan and the common stock of any Company Subsidiary may vote (“Voting Company Debt”). Except as set forth above, as of the date of this AgreementCompany’s 2003 Stock Incentive Plan, there are not any no preemptive or other outstanding rights, options, warrants, rights, convertible or exchangeable securities, “phantom” stock conversion rights, stock appreciation rights, stock-based performance unitsredemption rights, commitmentsrepurchase rights, Contractsagreements, arrangements or undertakings commitments of any kind to which the Company or any Company Subsidiary of its Subsidiaries is a party party, or by which the Company or any of them is bound (a) its Subsidiaries are bound, obligating the Company or any Company Subsidiary of its Subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional any shares of capital stock or other equity interests in, or any security convertible or exercisable for or exchangeable into any capital stock securities of or other equity interest in, the Company or any Company Subsidiary of its Subsidiaries or any Voting Company Debtsecurities or obligations convertible or exchangeable into or exercisable for, (b) obligating or giving any Person a right to subscribe for or acquire, any securities of the Company or any of its Subsidiaries, and no securities or obligations evidencing such rights are authorized, issued or outstanding. Neither the Company Subsidiary to issue, grant, extend or enter into nor any such option, warrant, call, right, security, commitment, Contract, arrangement or undertaking or (c) that give any person the right to receive any economic benefit or right similar of its Subsidiaries is a party to or derived from aware of any voting or other shareholders agreement with respect to its securities or the economic benefits and rights occurring to holders securities of the capital stock any of its Subsidiaries. Other than as set forth in Section 5.1(b) of the Company or of any Company Subsidiary. As of the date of this AgreementDisclosure Schedule, there are not any outstanding contractual obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire or to file any registration statement with respect to any shares of capital stock of the CompanyCompany or any of its Subsidiaries. Following the consummation of the Merger, there will not be outstanding any rights, warrants, options or other securities entitling the holder thereof to purchase, acquire or otherwise receive any shares of the capital stock of the Company or any of its Subsidiaries (or any other securities exercisable for or convertible into such shares). Neither the Company nor any of its Subsidiaries has outstanding any bonds, debentures, notes or other obligations the holders of which have the right to vote (or convertible into or exercisable for securities having the right to vote) with the stockholders of the Company or any Subsidiary of the Company on any matter or any agreements with respect to the voting of any Company Common Stock.

Capital Structure. The authorized capital stock of the Company consists of 1,000 250,000,000 shares of common stockCommon Stock and 100,000,000 shares of Preferred Stock, all par value $.01 per share. As of the close of business on June 25, 2007, (i) there were issued and outstanding 47,541,916 shares of Common Stock, (ii) no shares of Preferred Stock were outstanding, (iii) 2,500,000 shares of Series A Junior Participating Preferred Stock were reserved for issuance in connection with the Preferred Stock Purchase Rights, associated with each outstanding share of Common Stock, which are governed by the terms of the Rights Agreement dated as of May 1, 2000 between the Company and EquiServe Trust Company N.A. (the “Rights Plan”) and which under certain circumstances give the holder thereof the right to purchase Series A Junior Participating Preferred Stock, and (iv) options, issued pursuant to the Company Stock Plans, to purchase an aggregate of 5,143,138 shares of Common Stock and 628,657 restricted stock units as set forth in Section 3.2 of the Disclosure Schedule and exercisable at the prices specified therein. All of the outstanding shares of Common Stock are duly authorized and are validly issued and outstanding. Except as set forth above, no shares of capital stock or other voting securities of the Company are issued, reserved for issuance or outstanding. The Company is the sole record and beneficial owner of all of the issued and outstanding capital stock of each Company Subsidiary. All outstanding shares of the capital stock of the Company and each Company Subsidiary are duly authorized, validly issued, fully paid and nonassessable non-assessable and are not subject to or issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the applicable corporate laws of the State of DelawareDGCL, the Company Constituent Instruments Company’s articles of incorporation or bylaws or any Contract (as defined in Section 3.05) contract to which the Company is or was a party or otherwise bound. There are not Neither the Company nor any of its Subsidiaries has outstanding any bonds, debentures, notes or other indebtedness obligations the holders of Company or any Company Subsidiary having which have the right to vote (or which are convertible into, or exercisable or exchangeable for, securities having the right to vote) with the stockholders of the Company or any such Subsidiary on any matters on which holders of Company Stock or the common stock of any Company Subsidiary may vote (“Voting Company Debt”)matter. Except as otherwise set forth abovein this Section 3.2, as of the date of this Agreement, there are not any options, warrants, rights, Company has no outstanding stock or securities convertible into or exchangeable for any shares of its equity securities, or any outstanding rights (either preemptive or other and including any “phantom” phantom stock rights”, stock appreciation rights, stock-based performance units, commitments, Contractscontracts, arrangements or undertakings of any kind kind) to subscribe for or to purchase or the value of which is based on, or any outstanding options or warrants for the purchase of, or any agreements providing for the issuance (contingent or otherwise) of, or any outstanding calls, commitments or claims of any character relating to, any equity securities or any stock or securities convertible into or exchangeable for any equity securities of the Company or any of its Subsidiaries. The Company Subsidiary is a party not subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of its equity securities or any convertible securities, rights or options of the type described in the preceding sentence (except for the withholding of shares of Common Stock in connection with Taxes payable in respect of the exercise of Options or the conversion of Restricted Stock Units). Since June 25, 2007, except as permitted by which any of them is bound (a) obligating this Agreement or as required by the Company or any Company Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity interests in, or any security convertible or exercisable for or exchangeable into any capital stock of or other equity interest inEmployee Stock Purchase Plan, the Company or any Company Subsidiary or any Voting Company Debt, has not (bi) obligating the Company or any Company Subsidiary to issue, grant, extend or enter into any such option, warrant, call, right, security, commitment, Contract, arrangement or undertaking or (c) that give any person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights occurring to holders of the capital stock of the Company or of any Company Subsidiary. As of the date of this Agreement, there are not any outstanding contractual obligations of the Company to repurchase, redeem or otherwise acquire issued any shares of capital stock except in connection with the conversion or exercise of securities referred to above or in connection with the Company’s Employee Stock Purchase Plan or (ii) issued or granted any options, warrants, or securities convertible into or exercisable for shares of its capital stock (other than Preferred Stock Purchase Rights associated with shares of Common Stock).

Capital Structure. The authorized capital stock of the Company consists as of 1,000 the date hereof, and as of the Effective Time, of 100,000,000 shares of common stock, all $.001 par value per share (“Company Common Stock”). Other than the Company Common Stock, no other class or series of which capital stock is authorized by the Company. The rights, privileges and preferences of the Company Common Stock are as stated in the Company’s Articles of Incorporation, as amended to date. As of the date hereof, (i) 7,221,598 shares of Company Common Stock are issued and outstanding. Except as set forth above, (ii) no shares of capital stock or other voting securities of Company Common Stock are held by the Company in its treasury, and (iii) 4,780,750 shares of Company Common Stock are issued, reserved for issuance or outstanding. The Company is the sole record and beneficial owner of all upon exercise of the Stock Options (as hereinafter defined). All issued and outstanding capital stock of each Company Subsidiary. All outstanding shares of Company Common Stock are, and all shares of Company Common Stock which may be issued upon the capital stock exercise of the Company and each Company Subsidiary are Stock Options will be, duly authorized, validly issued, fully paid and nonassessable nonassessable, and were not subject to or issued in violation of any purchase optionpreemptive rights and, call optionas to all shares of Company Common Stock which may be issued upon the exercise of Stock Options, right of first refusal, are not subject to any preemptive right, subscription right or any similar right under any provision rights. To the Knowledge of the applicable corporate laws Company, there are no voting trusts, voting agreements, irrevocable proxies or other agreements with respect to any shares of capital stock of the State of DelawareCompany, other than the Company Constituent Instruments or any Contract (as defined in Section 3.05) to which the Company is a party or otherwise boundVoting Agreements. There are not any no bonds, debentures, notes or other indebtedness of the Company or any Company Subsidiary having the right to vote (or convertible into, into or exchangeable for, for other securities having the right to vote) on any matters on which holders the shareholders of the Company Stock or the common stock of any Company Subsidiary may vote (“Voting Company Debt”)vote. Except as set forth above, as of the date of this Agreementhereof, there are not any no outstanding securities, options, warrants, calls, rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contractsagreements, arrangements or undertakings of any kind to which the Company or any Company Subsidiary is a party or by which any of them it is bound (a) obligating the Company or any Company Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity interests in, or any security convertible or exercisable for or exchangeable into any capital stock voting securities of or other equity interest in, the Company or any Company Subsidiary or any Voting Company Debt, (b) obligating the Company or any Company Subsidiary to issue, grant, extend or enter into any such security, option, warrant, call, right, security, commitment, Contractagreement, arrangement or undertaking or (c) that give any person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights occurring to holders of the capital stock of the Company or of any Company Subsidiaryundertaking. As of the date of this Agreement, there There are not any no outstanding contractual obligations of the Company to repurchase, redeem or otherwise acquire any shares of capital stock (or options to acquire any such shares) of the Company. The Company is not a party to any agreement, arrangement or commitment of any character (contingent or otherwise) pursuant to which any Person is or may be entitled to receive any payment based on the revenues, earnings or financial performance of the Company or assets or calculated in accordance therewith (other than ordinary course payments or commissions to sales representatives of the Company based upon revenues generated by them without augmentation as a result of the transactions contemplated hereby), or to cause the Company to file a registration statement under the Securities Act of 1933, as amended (the “Securities Act”), or which otherwise relate to the registration of any securities of the Company. There are no declared or accrued dividends on the Company Common Stock.

Capital Structure. The As of the date of this Agreement, the authorized capital stock of the Company consists of 1,000 shares of common stockis PhP 40,000,000.00, all of which are shares of Common Shares, of which 11,640,799 shares of Common Shares are outstanding as of the date of this Agreement. All of the issued and outstandingoutstanding Shares have been duly authorized and are validly issued, fully paid, nonassessable and free of preemptive rights. Except as set forth above, no Each of the outstanding shares of capital stock or other voting securities of each of the Company’s Subsidiaries is duly authorized, validly issued, fully paid, nonassessable and free of preemptive rights and is legally and beneficially owned by the Company are issuedor a direct or indirect wholly-owned Subsidiary of the Company, reserved for issuance or outstandingfree and clear of Liens. The Company is Stockholders own, as of the sole record and beneficial owner of date hereof, all of the issued and outstanding Common Shares (which constitute all of the currently issued and outstanding Shares) and will own, immediately prior to the Closing, all of the issued and outstanding Shares, all of which shall be reflected in Updated Schedule I, other than nine (9) shares owned by the directors of the Company, as set forth in Section 3.1(b) of the Company Disclosure Schedule (the “Directors’ Qualifying Shares”). The Shares shown on Updated Schedule I shall represent all of the issued and outstanding shares of capital stock of each the Company Subsidiaryimmediately prior to the Closing, except for the Directors’ Qualifying Shares. All Except as set forth above in this Section 3.1(b), there are not any shares of capital stock, voting securities or equity interests of the Company or its Subsidiaries issued and outstanding or any subscriptions, options, warrants, calls, convertible or exchangeable securities, stock appreciation rights, phantom stock, stock participation rights, rights, commitments, plans or agreements of any character providing for the issuance or sale of any shares of capital stock, voting securities or equity interest, or the payment of any amount with respect to such stock, securities or equity interest of the Company or its Subsidiaries, including any representing the right to purchase or otherwise receive any Shares, or any preemptive rights, or any redemption, repurchase or similar rights requiring the acquisition of Shares or shares or equity interest or the receipt of any amount with respect to such stock, securities or interest of any Subsidiary of the Company. Immediately following the Closing, Stream or its Subsidiaries will own all of the capital stock of the Company and each Company Subsidiary are duly authorized, validly issued, fully paid its Subsidiaries and nonassessable and not subject to or issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision there will be no other outstanding capital stock of the applicable corporate laws Company or its Subsidiaries (other than the Directors’ Qualifying Shares which will be transferred pursuant to this Agreement to individuals designated by Stream); provided, that Stream shall not be entitled to cause the registration of the State Shares in its name (or the name of Delawarea Subsidiary) until it has received appropriate tax clearance and certificate from the BIR authorizing such registration and provided that upon receipt of such BIR clearance and certificate, Stream shall cause the registration of the capital stock of the Company Constituent Instruments or any Contract (as defined in Section 3.05) to which the stock and transfer books of the Company is a party in the name of Stream or otherwise boundits Subsidiaries. There are The Company and its Subsidiaries do not have any bonds, debentures, notes shareholder rights plan in effect. The Company and its Subsidiaries do not have outstanding any Contracts or other indebtedness obligations the holders of Company or any Company Subsidiary having which have the right to vote (or convertible into, into or exchangeable for, exercisable for securities having the right to vote) on any matters on which holders with the shareholders of Company Stock or the common stock of any Company Subsidiary may vote (“Voting Company Debt”). Except as set forth above, as of the date of this Agreement, there are not any options, warrants, rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contracts, arrangements or undertakings of any kind to which the Company or any Company Subsidiary is a party or by which of its Subsidiaries on any of them is bound matter (a) obligating the Company or any Company Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity interests in, or any security convertible or exercisable for or exchangeable into any capital stock of or other equity interest in, the Company or any Company Subsidiary or any “Voting Company Debt, (b) obligating the Company or any Company Subsidiary to issue, grant, extend or enter into any such option, warrant, call, right, security, commitment, Contract, arrangement or undertaking or (c) that give any person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights occurring to holders of the capital stock of the Company or of any Company Subsidiary. As of the date of this Agreement, there are not any outstanding contractual obligations of the Company to repurchase, redeem or otherwise acquire any shares of capital stock of the Company”).

Capital Structure. (a) The authorized capital stock of the Company Cyrk consists of 1,000 50,000,000 shares of common stockCyrk Common Stock and 1,000,000 shares of Preferred Stock, $.01 par value ("Cyrk Preferred Stock"). As of April 15, 1997, (i) 11,820,999 shares of Cyrk Common Stock were issued and outstanding, all of which are validly issued, fully paid and nonassessable, (ii) no shares of Cyrk Common Stock were held in the treasury of Cyrk or by Subsidiaries of Cyrk, and (iii) 4,084,598 shares of Cyrk Common Stock were reserved for future issuance pursuant to the exercise of stock options granted and to be granted in the future under Cyrk's 1993 Omnibus Stock Plan, Non-Employee Director Stock Option Plan, Employee Stock Purchase Plan and 1997 Acquisition Stock Plan (collectively, the "Cyrk Stock Plans"). No material change in such capitalization has occurred between April 15, 1997 and the date of this Agreement. As of the date of this Agreement, none of the shares of Cyrk Preferred Stock is issued and outstanding. Except The authorized capital stock of Sub consists of 3,000 shares of Common Stock, par value $.01 per share, of which, as set forth of the date of this Agreement, 3,000 shares are issued and outstanding and are held by Cyrk. All shares of Cyrk Common Stock subject to issuance as specified above, upon issuance on the terms and conditions specified in the instruments pursuant to which they are issuable, shall be duly authorized, validly issued, fully paid and nonassessable. There are no obligations, contingent or otherwise, of Cyrk or any of its Subsidiaries to repurchase, redeem or otherwise acquire any shares of Cyrk Common Stock or the capital stock of any Subsidiary or to provide funds to or make any investment (in the form of a loan, capital contribution or otherwise) in any such Subsidiary or any other entity other than guarantees of bank obligations of Subsidiaries entered into in the ordinary course of business. All of the outstanding shares of capital stock or other voting securities of the Company are issued, reserved for issuance or outstanding. The Company is the sole record and beneficial owner of all of the issued and outstanding capital stock of each Company Subsidiary. All outstanding shares of the capital stock of the Company and each Company Subsidiary Cyrk's Subsidiaries are duly authorized, validly issued, fully paid and nonassessable and not subject to all such shares (other than directors' qualifying shares in the case of foreign subsidiaries) are owned by Cyrk or issued another Subsidiary free and clear of all security interests, liens, claims, pledges, agreements, limitations in violation Cyrk's voting rights, charges or other encumbrances of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the applicable corporate laws of the State of Delaware, the Company Constituent Instruments or any Contract (as defined in Section 3.05) to which the Company is a party or otherwise bound. There are not any bonds, debentures, notes or other indebtedness of Company or any Company Subsidiary having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of Company Stock or the common stock of any Company Subsidiary may vote (“Voting Company Debt”). Except as set forth above, as of the date of this Agreement, there are not any options, warrants, rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contracts, arrangements or undertakings of any kind to which the Company or any Company Subsidiary is a party or by which any of them is bound (a) obligating the Company or any Company Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity interests in, or any security convertible or exercisable for or exchangeable into any capital stock of or other equity interest in, the Company or any Company Subsidiary or any Voting Company Debt, (b) obligating the Company or any Company Subsidiary to issue, grant, extend or enter into any such option, warrant, call, right, security, commitment, Contract, arrangement or undertaking or (c) that give any person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights occurring to holders of the capital stock of the Company or of any Company Subsidiary. As of the date of this Agreement, there are not any outstanding contractual obligations of the Company to repurchase, redeem or otherwise acquire any shares of capital stock of the Companynature.

Capital Structure. The authorized capital stock of the Company consists of 1,000 50,000,000 Shares and 5,000,000 shares of common stockPreferred Stock, all par value $.0001 per share. As of March 13, 1998, (i) 6,703,880 Shares were issued and outstanding, (ii) no Shares were held by the Company or by any of the Company's subsidiaries, (iii) 525,000 Shares were reserved for issuance upon the exercise of Company Options pursuant to the Option Plan, of which are issued Company Options to Purchase 330,150 Shares were outstanding, (iv) 75,000 Shares were reserved issuance pursuant to the Company Warrants, and (v) no shares of Preferred Stock were issued, reserved for issuance or outstanding. Except as set forth above, no shares of capital stock or other equity or voting securities of the Company are issued, reserved for issuance or outstanding. The Company is the sole record and beneficial owner of all of the issued and outstanding capital stock of each Company Subsidiary. All outstanding shares of the capital stock of the Company are, and each all Shares which may be issued pursuant to the Company Subsidiary are Options or the Company Warrants will, when issued, be duly authorized, validly issued, fully paid and nonassessable and not subject to or issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the applicable corporate laws of the State of Delaware, the Company Constituent Instruments or any Contract (as defined in Section 3.05) to which the Company is a party or otherwise boundrights. There are not any bonds, debentures, notes or other indebtedness or securities of the Company or any Company Subsidiary having the right to vote (or convertible into, or 12 exchangeable for, securities having the right to vote) on any matters on which holders stockholders of the Company Stock or the common stock of any Company Subsidiary may vote (“Voting Company Debt”)vote. Except as set forth above, as above in Section 4.1(c) of the date of this AgreementDisclosure Schedule, there are not any securities, options, warrants, calls, rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contractsagreements, arrangements or undertakings of any kind to which the Company or any Company Subsidiary of its subsidiaries is a party or by which any of them is bound (a) obligating the Company or any Company Subsidiary of its subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity interests in, or any security convertible or exercisable for or exchangeable into any capital stock voting securities of or other equity interest in, the Company or of any Company Subsidiary of its subsidiaries or any Voting Company Debt, (b) obligating the Company or any Company Subsidiary of its subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, security, commitment, Contractagreement, arrangement or undertaking or (cundertaking. Section 4.1(c) that give any person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights occurring to holders of the capital stock Disclosure Schedule also sets forth a true and correct list of the Company or of any Company Subsidiary. As Options which are outstanding as of the date hereof, which list sets forth, for each holder of this Agreementa Company Option, there the number of Shares subject thereto, the exercise price and the expiration date thereof. There are not no outstanding rights, commitments, agreements, arrangements or undertakings of any outstanding contractual obligations of kind obligating the Company or any of its subsidiaries to repurchase, redeem or otherwise acquire or dispose of any shares of capital stock or other equity or voting securities of the CompanyCompany or any of its subsidiaries or any securities of the type described in the two immediately preceding sentences.

Capital Structure. The (a) As of the close of business on the Business Day immediately preceding the date of this Agreement (or as of the date hereof, with respect to the Class C Shares), the authorized capital stock of the Company consists of 1,000 shares of common stock(i) 500,000 Class A Shares, all without par value (the “Class A Shares”), of which are issued 121,450 Class A Shares were outstanding, (ii) 2,000,000 Class B Shares, without par value (the “Class B Shares”), of which 403,325 Class B Shares were outstanding, (iii) 24 Class C Shares, without par value (the “Class C Shares”), of which no Class C Shares were outstanding, and (iv) 2,000,000 Class E Shares, without par value (the “Class E Shares,” and together with the Class A Shares, the Class B Shares and the Class C Shares, the “Shares”), of which 86,370 Class E Shares were outstanding. Except as set forth aboveAll of the outstanding Shares have been duly authorized and are validly issued, no fully paid and nonassessable. Each of the outstanding shares of capital stock or other voting securities of each of the Company are issued, reserved for issuance or outstanding. The Company Company’s Subsidiaries is the sole record and beneficial owner of all of the issued and outstanding capital stock of each Company Subsidiary. All outstanding shares of the capital stock of the Company and each Company Subsidiary are duly authorized, validly issued, fully paid and nonassessable and not subject to owned by the Company or issued in violation by a direct or indirect wholly-owned Subsidiary of the Company, free and clear of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the applicable corporate laws of the State of Delaware, the Company Constituent Instruments or any Contract (as defined in Section 3.05) to which the Company is a party or otherwise boundLien. There are no preemptive or other outstanding rights, options, warrants, conversion rights, stock appreciation rights, agreements, arrangements, calls, commitments or rights of any kind that obligate the Company or any of its Subsidiaries to issue or sell any shares of capital stock or other securities of the Company or any of its Subsidiaries or any securities or obligations convertible or exchangeable into or exercisable for, or giving any Person a right to subscribe for or acquire, any securities of the Company or any of its Subsidiaries, and no securities or obligations evidencing such rights are authorized, issued or outstanding. The Company does not have outstanding any bonds, debentures, notes or other indebtedness obligations the holders of Company or any Company Subsidiary having which have the right to vote (or convertible into, into or exchangeable for, exercisable for securities having the right to vote) with the Shareholders on any matters on which holders of Company Stock or the common stock of any Company Subsidiary may vote (“Voting Company Debt”)matter. Except as set forth above, as There are no outstanding obligations of the date Company or any of this Agreementits Subsidiaries to purchase, there redeem or otherwise acquire any Share or any security of the Company, any Subsidiary, or any other Person. There are not any options, warrants, rights, convertible no voting trusts or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contracts, arrangements other agreements or undertakings of any kind understandings to which the Company or any Company Subsidiary of its Subsidiaries is a party with respect to the voting of capital stock of any Subsidiary or the Company other than the Voting Agreements. Other than as set forth in Section 3.2(a) of the Company Disclosure Letter, there is no obligation by which any of them is bound (a) obligating the Company or any Company Subsidiary of its Subsidiaries to issue, deliver make any payments based on the market price or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity interests in, or any security convertible or exercisable for or exchangeable into any capital stock of or other equity interest in, the Company or any Company Subsidiary or any Voting Company Debt, (b) obligating the Company or any Company Subsidiary to issue, grant, extend or enter into any such option, warrant, call, right, security, commitment, Contract, arrangement or undertaking or (c) that give any person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights occurring to holders value of the capital stock of the Company or of any Company Subsidiary. As of the date of this Agreement, there are not any outstanding contractual obligations of the Company to repurchase, redeem or otherwise acquire any shares of capital stock of the CompanyShares.

Capital Structure. The authorized capital stock of the Company Digital ----------------- consists of 1,000 30,000,000 shares of common stockDigital Common Stock, all of which there are issued and outstanding. Except as set forth above, no shares of capital stock or other voting securities of the Company are issued, reserved for issuance or outstanding. The Company is the sole record and beneficial owner of all of the 4,857,798 issued and outstanding capital stock shares as of each Company Subsidiarythe close of business on the date hereof and 17,869,298 shares of Digital Preferred Stock, of which there are issued on the date hereof 1,950,686 shares of Series A Preferred Stock, 6,138,484 shares of Series B Preferred Stock and 9,780,128 shares of Series C Preferred Stock. All outstanding shares of the capital stock of the Company Digital Common Stock and each Company Subsidiary Digital Preferred Stock are duly authorized, validly issued, fully paid and nonassessable non- assessable and are free of any liens or encumbrances other than any liens or encumbrances created by or imposed upon the holders thereof, and are not subject to preemptive rights or issued in violation of any purchase option, call option, right rights of first refusalrefusal created by statute, preemptive right, subscription right the Articles of Incorporation or Bylaws of Digital or any similar right under any provision of the applicable corporate laws of the State of Delaware, the Company Constituent Instruments or any Contract (as defined in Section 3.05) agreement to which the Company is a party or otherwise bound. There are not any bonds, debentures, notes or other indebtedness of Company or any Company Subsidiary having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of Company Stock or the common stock of any Company Subsidiary may vote (“Voting Company Debt”). Except as set forth above, as of the date of this Agreement, there are not any options, warrants, rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contracts, arrangements or undertakings of any kind to which the Company or any Company Subsidiary Digital is a party or by which it is bound. Digital maintains the 1995 Stock Plan (the "Digital Stock Plan"), pursuant to which there are outstanding on the date hereof 1,894,625 options to purchase shares of Digital Common Stock and has reserved an additional 1,105,375 shares of the Digital Common Stock for issuance pursuant to options to be granted to employees, consultants and directors of Digital. Section 2.5 of the Digital Disclosure Schedule sets forth a schedule delivered by Digital to Agile of a true and complete list as of the date hereof of all holders of outstanding Options under the Digital Stock Plan, including the number of shares of Digital Common Stock subject to each such Option, the vesting schedule, the exercise price per share and the terms of each such Option. Except for the rights created pursuant to this Agreement and the rights disclosed in the preceding sentence, there are no other options, warrants, calls, rights, commitments or agreements of any of them character to which Digital is a party or by which it is bound (a) obligating the Company or any Company Subsidiary Digital to issue, deliver or deliver, sell, repurchase or redeem or cause to be issued, delivered or delivered, sold, additional repurchased or redeemed, any shares of capital stock Digital Capital Stock or other equity interests inobligating Digital to grant, extend, accelerate the vesting of, change the price of, or any security convertible or exercisable for or exchangeable into any capital stock of or other equity interest in, the Company or any Company Subsidiary or any Voting Company Debt, (b) obligating the Company or any Company Subsidiary to issue, grant, extend otherwise amend or enter into any such option, warrant, call, right, securitycommitment or agreement. There are no other contracts, commitmentcommitments or agreements relating to voting, Contractpurchase or sale of Digital Capital Stock (i) between or among Digital and any of its Shareholders and (ii) to Digital's knowledge, arrangement between or undertaking or among any of its Shareholders, except for the Shareholders delivering the Voting Agreements. All shares of outstanding Digital Common Stock and Digital Preferred Stock were issued in compliance with all applicable federal and state securities laws. Except for repurchases made by Digital from former service providers of Digital pursuant to the terms of restricted stock purchase agreements, Digital has not repurchased any shares of Digital Capital Stock. There are no unvested shares of Digital Common Stock subject to a right of repurchase by Digital (c"Digital Restricted Stock") that give any person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights occurring to holders of the capital stock of the Company or of any Company Subsidiary. As as of the date of this Agreement, hereof nor will there are not any outstanding contractual obligations of the Company to repurchase, redeem or otherwise acquire be any shares of capital stock of Digital Restricted Stock outstanding immediately prior to the CompanyEffective Time.

Capital Structure. The authorized capital stock of the Company ----------------- consists solely of 1,000 (i) 20,000,000 Shares and (ii) 5,000,000 shares of common preferred stock, all par value $.001 per share, ("Preferred Shares"). At the close of which are business on March 22, 1999: (i) 8,308,107 Shares were issued and outstanding, (ii) no Preferred Shares were issued and outstanding, (iii) 1,614,896 Shares were reserved for issuance pursuant to outstanding Options granted under the Stock Option Plans, (iv) 260,706 Shares were reserved for issuance upon exercise of the Warrants, (v) no Shares were held by Company in its treasury, (vi) 100,000 shares of Series A Participating Preferred Stock were reserved for issuance pursuant to the Company Rights Agreement and (vii) 600,000 Shares have been reserved for issuance under the 1996 Employee Stock Purchase Plan, of which no more than an additional 80,000 Shares will be issued prior to April 30, 1999. Except as set forth abovein the immediately preceding sentence, at the close of business on March 22, 1999, no shares of capital stock or other voting equity securities of the Company are were issued, reserved for issuance or outstanding. The Company is the sole record and beneficial owner of all of the issued and outstanding capital stock of each Company Subsidiary. All outstanding shares of the capital stock of the Company and each Company Subsidiary are duly authorized, validly issued, fully paid and nonassessable and not subject to preemptive rights. Except as specified above or issued in violation Section 4.1(d) of the Disclosure Schedule, neither Company nor any Subsidiary of Company has or is subject to or bound by or, at or after the Effective Time will have or be subject to or bound by, any outstanding option, warrant, call, subscription or other right (including any preemptive right), agreement or commitment which (i) obligates Company or any material Subsidiary of Company to issue, sell or transfer, or repurchase, redeem or otherwise acquire, any shares of the capital stock of Company or any Subsidiary of Company, (ii) restricts the transfer of any purchase option, call option, right shares of first refusal, preemptive right, subscription right capital stock of Company or any similar right under of its Subsidiaries, or (iii) relates to the voting of any provision shares of the applicable corporate laws capital stock of the State of Delaware, the Company Constituent Instruments or any Contract (as defined in Section 3.05) to which the Company is a party or otherwise boundof its Subsidiaries. There are not any No bonds, debentures, notes or other indebtedness of Company or any Subsidiary of Company Subsidiary having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders the stockholders of Company Stock or the common stock any Subsidiary of any Company Subsidiary may vote (“Voting Company Debt”)are issued or outstanding. Except as set Section 4.1(d) of the Disclosure Schedule accurately sets forth above, information as of the date hereof regarding the exercise price, date of this Agreement, there are not grant and number of granted Options for each holder of Options pursuant to any options, warrants, rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contracts, arrangements or undertakings of any kind to which the Company or any Company Subsidiary is a party or by which any of them is bound (aStock Option Plan. Except as specified in Section 4.1(d) obligating the Company or any Company Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity interests in, or any security convertible or exercisable for or exchangeable into any capital stock of or other equity interest in, the Company or any Company Subsidiary or any Voting Company Debt, (b) obligating the Company or any Company Subsidiary to issue, grant, extend or enter into any such option, warrant, call, right, security, commitment, Contract, arrangement or undertaking or (c) that give any person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights occurring to holders of the capital stock Disclosure Schedule, all of the Company or of any Company Subsidiary. As of the date of this Agreement, there are not any outstanding contractual obligations of the Company to repurchase, redeem or otherwise acquire any shares of capital stock of the each Subsidiary of Company have been duly authorized, validly issued, fully paid and nonassessable and are owned by Company, by one or more Subsidiaries of Company or by Company and one or more such Subsidiaries, free and clear of Liens (as defined in Section 9.3).

Capital Structure. The authorized capital stock of the Company consists of 1,000 (i) 100,000,000 shares of common stockCompany Common Stock, all par value $.01 per share, and (ii) 10,000,000 shares of which are preferred stock (the "Preferred Stock"). Subject to any Permitted Changes (as defined in Section 5.01(a)(ii)) there are: (i) 27,991,721 shares of Company Common Stock issued and outstandingoutstanding (excluding shares held in the treasury of Company); (ii) no shares of Company Common Stock held in the treasury of Company; (iii) 1,759,727 shares of Company Common Stock reserved for issuance upon exercise of authorized but unissued Company Stock Options pursuant to the Stock Plans; (iv) 611,732 shares of Company Common Stock issuable upon exercise of awarded but unexercised Company Stock Options, with an exercise price per each awarded but unexercised Company Stock Option as is set forth in Section 4.01(c) of the disclosure schedule delivered to Parent by Company at the time of execution of this Agreement (the "Disclosure Schedule"); and (v) no shares of Preferred Stock issued and outstanding or in the treasury of Company. Except as set forth above, no shares of capital stock or other voting equity securities of the Company are issued, reserved for issuance or outstanding. The Company is the sole record and beneficial owner of all of the issued and outstanding capital stock of each Company Subsidiary. All outstanding shares of the capital stock of Company are, and all shares which may be issued pursuant to the Company and each Company Subsidiary are Stock Plans will be, when issued, duly authorized, validly issued, fully paid and nonassessable and not subject to or issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the applicable corporate laws of the State of Delaware, the Company Constituent Instruments or any Contract (as defined in Section 3.05) to which the Company is a party or otherwise boundrights. There are not any no outstanding bonds, debentures, notes or other indebtedness or other securities of Company or any Company Subsidiary having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders stockholders of Company Stock or the common stock of any Company Subsidiary may vote (“Voting Company Debt”)vote. Except as set forth above, as of the date of this Agreement, there are not any no outstanding securities, options, warrants, calls, rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contractsagreements, arrangements or undertakings of any kind to which the Company or any Company Subsidiary is a party or by which any of them it is bound (a) obligating the Company or any Company Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity interests in, or any security convertible or exercisable for or exchangeable into any capital stock voting securities of or other equity interest in, the Company or any obligating Company Subsidiary or any Voting Company Debt, (b) obligating the Company or any Company Subsidiary to issue, grant, extend or enter into any such security, option, warrant, call, right, security, commitment, Contractagreement, arrangement or undertaking or (cundertaking. Except as set forth in Section 4.01(c) that give any person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights occurring to holders of the capital stock of the Company or of any Company Subsidiary. As of the date of this AgreementDisclosure Schedule, there are not any no outstanding contractual obligations obligations, commitments, understandings or arrangements of the Company to repurchase, redeem or otherwise acquire or make any payment in respect of any shares of capital stock of Company and, except as contemplated by the Stockholder Agreement, to the knowledge (as defined in Section 9.04) of Company, there are no irrevocable proxies with respect to shares of capital stock of Company. Except as set forth in Section 4.01(c) of the Disclosure Schedule, there are no agreements or arrangements pursuant to which Company is or could be required to register shares of Company Common Stock or other securities under the Securities Act of 1933, as amended (the "Securities Act") or other agreements or arrangements with or, to the knowledge of Company, among any securityholders of Company with respect to securities of Company.

Capital Structure. The authorized capital stock of the Company consists of 1,000 (x) 100,000,000 shares of common stockCompany Common Stock and (y) 6,000,000 shares of Company Preferred Stock. As of the date hereof, all there were: (i) 45,798,412 shares of which are Company Common Stock issued and outstanding; (ii) 0 shares of Company Preferred Stock issued and outstanding, (iii) 299 shares of Company Common Stock held in the treasury of the Company; (iv) 1,784,584 shares of Company Common Stock reserved for issuance upon exercise of options available for grant pursuant to the Company’s stock option plans; (v) 7,376,488 shares of Company Common Stock issuable upon exercise of awarded but unexercised stock options; and (vi) warrants representing the right to purchase 20,445,984 shares of Company Common Stock. Except as set forth above, as of the date hereof, there were no shares of capital stock or other voting equity securities of the Company are issued, reserved for issuance or outstanding. The Company is the sole record and beneficial owner of all of the issued and outstanding capital stock of each Company Subsidiary. All outstanding shares of the capital stock of the Company are, and each Company Subsidiary are all shares which may be issued as described above will be, when issued, duly authorized, validly issued, fully paid and nonassessable and not subject to or preemptive rights. The shares of Company Common Stock to be issued in violation of any purchase optionconnection with the Merger (x) will, call optionwhen issued, right of first refusalbe duly authorized, validly issued, fully paid and nonassessable and not subject to preemptive right, subscription right or any similar right under any provision of the rights and (y) will be issued in compliance in all material respects with all applicable corporate federal and state securities laws of the State of Delaware, the Company Constituent Instruments or any Contract (as defined in Section 3.05) to which the Company is a party or otherwise bound. There are not any bonds, debentures, notes or other indebtedness of Company or any Company Subsidiary having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of Company Stock or the common stock of any Company Subsidiary may vote (“Voting Company Debt”)and applicable rules and regulations promulgated thereunder. Except as set forth above, above and in (i) Section 3.01(c) of the Company Disclosure Letter and (ii) the Rights Agreement dated as of August 13, 1999, between the date of this AgreementCompany and American Stock Transfer & Trust Company as Rights Agent (the “Shareholder Rights Plan”), there are not any no outstanding securities, options, warrants, calls, rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contractsagreements, arrangements or undertakings of any kind to which the Company or any Company Subsidiary is a party or by which any of them it is bound (a) obligating the Company or any Company Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity interests in, or any security convertible or exercisable for or exchangeable into any capital stock voting securities of or other equity interest in, the Company or any Company Subsidiary or any Voting Company Debt, (b) obligating the Company or any Company Subsidiary to issue, grant, extend extend, accelerate the vesting of or enter into any such security, option, warrant, call, right, security, commitment, Contractagreement, arrangement or undertaking or (c) that give any person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights occurring to holders of the capital stock of the Company or of any Company Subsidiaryundertaking. As of the date of this Agreement, there There are not any no outstanding contractual obligations obligations, commitments, understandings or arrangements of the Company to repurchase, redeem or otherwise acquire or make any payment in respect of any shares of capital stock of the Company. As of the date hereof, all of the issued and outstanding shares of common stock in Virium Pharmaceuticals Inc., a Subsidiary of the Company, are owned by the Company, free and clear of any Lien, and as of the Closing Date, all of the common stock of Virium Pharmaceuticals Inc. will be owned by the Company free and clear of any Lien.

Capital Structure. (a) The authorized capital stock of the Company consists of 1,000 100,000,000 shares of common stockStock. At the close of business on July 14, all 1999, 6,856,437 shares of which are Stock were issued and outstanding, and 371,464 shares of Stock were reserved for issuance pursuant to outstanding options to purchase shares of Stock which have been granted to directors, officers, or employees of the Company or others ("Company Stock Options"). Except as set forth above, at the close of business on July 14, 1999, no shares of capital stock or other voting equity securities of the Company are were issued, reserved for issuance issuance, or outstanding. The Company is the sole record and beneficial owner of all of the issued and outstanding capital stock of each Company Subsidiary. All outstanding shares of the capital stock of the Company are, and each all shares which may be issued pursuant to any outstanding Company Subsidiary are Stock Options will be, when issued, duly authorized, validly issued, fully paid and nonassessable and not subject to or issued preemptive rights. Except as set forth in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision Section 4.2 of the applicable corporate laws of the State of DelawareDisclosure Schedule, the Company Constituent Instruments or any Contract (as defined in Section 3.05) to which the Company is a party or otherwise bound. There are not any no bonds, debentures, notes notes, or other indebtedness of the Company or any Company Subsidiary having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders the shareholders of Company Stock or the common stock of any Company Subsidiary may vote (“Voting Company Debt”). Except as set forth above, as of the date of this Agreement, there are not any options, warrants, rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contracts, arrangements or undertakings of any kind to which the Company or any Company Subsidiary is a party may vote are issued or by which any outstanding. Except as disclosed in Section 4.2 of them is bound (a) obligating the Company or any Company Subsidiary to issueDisclosure Schedule, deliver or sell, or cause to be issued, delivered or sold, additional all the outstanding shares of capital stock or other equity ownership interests inof each Subsidiary have been validly issued and are fully paid and nonassessable and are owned by the Company, by one or more Subsidiaries, or by the Company and one or more such Subsidiaries, free and clear of all Liens. Except as set forth above or in Section 4.2 of the Disclosure Schedule, neither the Company nor any security convertible or exercisable for or exchangeable into Subsidiary has any capital stock of outstanding option, warrant, subscription, or other equity interest inright, agreement, or commitment which (i) obligates the Company or any Company Subsidiary or any Voting Company Debt, (b) obligating the Company or any Company Subsidiary to issue, grantsell or transfer, extend repurchase, redeem, or enter into otherwise acquire or vote any such option, warrant, call, right, security, commitment, Contract, arrangement or undertaking or (c) that give any person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights occurring to holders shares of the capital stock of the Company or any Subsidiary, (ii) restricts the transfer of any Company Subsidiary. As shares of the date of this Agreement, there are not any outstanding contractual obligations stock of the Company or any Subsidiary, or (iii) grants the right to repurchase, redeem or otherwise acquire participate in any shares of capital stock equity appreciation of the CompanyCompany or any Subsidiary.

Capital Structure. (a) The authorized capital stock of the Company consists of 1,000 14,000,000 shares of common Common Stock, of which 8,200,765 shares of Common Stock were outstanding as of the close of business on January, 10, 2018, and 1,000,000 shares of preferred stock, all par value $0.001 per share of the Company, none of which were outstanding immediately prior to the execution and delivery by the Company of this Agreement. All of the outstanding shares of Common Stock have been duly authorized and are issued validly issued, fully paid and outstandingnonassessable. Except as set forth above, The Company has no shares of Common Stock reserved for future issuance. Each of the outstanding shares of capital stock or other voting securities of the Company are issued, reserved for issuance or outstanding. The Company is the sole record and beneficial owner of all each of the issued and outstanding capital stock of each Company Subsidiary. All outstanding shares of the capital stock of the Company and each Company Subsidiary are Company’s Subsidiaries is duly authorized, validly issued, fully paid and nonassessable and not subject to owned by the Company or issued in violation by a direct or indirect wholly-owned Subsidiary of the Company, free and clear of any purchase optionLien. Except as set forth above, call optionthere are no preemptive or other outstanding rights, right options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements, calls, commitments or rights of first refusal, preemptive right, subscription right any kind that obligate the Company or any similar right under of its Subsidiaries to issue or sell any provision shares of capital stock or other securities of the applicable corporate laws Company or any of its Subsidiaries or any securities or obligations convertible or exchangeable into or exercisable for, or giving any Person a right to subscribe for or acquire, any securities of the State of Delaware, the Company Constituent Instruments or any Contract (as defined in Section 3.05) to which the of its Subsidiaries, and no securities or obligations evidencing such rights are authorized, issued or outstanding. The Company is a party or otherwise bound. There are does not have outstanding any bonds, debentures, notes or other indebtedness obligations the holders of Company or any Company Subsidiary having which have the right to vote (or convertible into, into or exchangeable for, exercisable for securities having the right to vote) on any matters on which holders of Company Stock or with the common stock of any Company Subsidiary may vote (“Voting Company Debt”). Except as set forth above, as of the date of this Agreement, there are not any options, warrants, rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contracts, arrangements or undertakings of any kind to which the Company or any Company Subsidiary is a party or by which any of them is bound (a) obligating the Company or any Company Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity interests in, or any security convertible or exercisable for or exchangeable into any capital stock of or other equity interest in, the Company or any Company Subsidiary or any Voting Company Debt, (b) obligating the Company or any Company Subsidiary to issue, grant, extend or enter into any such option, warrant, call, right, security, commitment, Contract, arrangement or undertaking or (c) that give any person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights occurring to holders of the capital stock shareholders of the Company or of on any Company Subsidiary. As of the date of this Agreement, there are not any outstanding contractual obligations of the Company to repurchase, redeem or otherwise acquire any shares of capital stock of the Companymatter.

Capital Structure. The authorized capital stock of the Company consists of 1,000 500,000,000 Shares, of which 69,773,183 Shares were outstanding as of the close of business on September 11, 1997, and 50,000,000 shares of common stockPreferred Stock, all par value one-thousandth of one dollar ($.001) per share (the "Preferred Shares"), of which no shares were outstanding as of the close of business on September 11, 1997. All of the outstanding Shares have been duly authorized and are issued validly issued, fully paid and outstandingnonassessable. Except The Company has no Shares or Preferred Shares reserved for issuance, except that, as set forth aboveof September 11, no 1997, there were 4,827,730 Shares reserved for issuance pursuant to the Company's 1993 Stock and Incentive Plan (the "Stock Plan") and 500,000 Shares reserved for issuance pursuant to the Western Save Plan. Each of the outstanding shares of capital stock or other voting securities of the Company are issued, reserved for issuance or outstanding. The Company is the sole record and beneficial owner of all each of the issued and outstanding capital stock of each Company Subsidiary. All outstanding shares of the capital stock of the Company and each Company Subsidiary are Company's Subsidiaries is duly authorized, validly issued, fully paid and nonassessable and not subject to owned by a direct or issued in violation indirect wholly-owned subsidiary of the Company, free and clear of any purchase optionlien, call optionpledge, right security interest, claim or other encumbrance. Except as set forth above or in the Company Disclosure Letter, there are no preemptive or other outstanding rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements or commitments to issue or sell any shares of first refusal, preemptive right, subscription right capital stock or other securities of the Company or any similar of its Subsidiaries or any securities or obligations convertible or exchangeable into or exercisable for, or giving any Person a right under to subscribe for or acquire, any provision securities of the applicable corporate laws Company or any of the State of Delawareits Subsidiaries, and no securities or obligations evidencing such rights are authorized, issued or outstanding. Neither the Company Constituent Instruments or nor any Contract (as defined in Section 3.05) to which the Company is a party or otherwise bound. There are not of its Subsidiaries has outstanding any bonds, debentures, notes or other indebtedness obligations the holders of Company or any Company Subsidiary having which have the right to vote (or convertible into, into or exchangeable for, exercisable for securities having the right to vote) on any matters on which holders of Company Stock or with the common stock of any Company Subsidiary may vote (“Voting Company Debt”). Except as set forth above, as of the date of this Agreement, there are not any options, warrants, rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contracts, arrangements or undertakings of any kind to which the Company or any Company Subsidiary is a party or by which any of them is bound (a) obligating the Company or any Company Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity interests in, or any security convertible or exercisable for or exchangeable into any capital stock of or other equity interest in, the Company or any Company Subsidiary or any Voting Company Debt, (b) obligating the Company or any Company Subsidiary to issue, grant, extend or enter into any such option, warrant, call, right, security, commitment, Contract, arrangement or undertaking or (c) that give any person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights occurring to holders of the capital stock stockholders of the Company or of on any Company Subsidiary. As of the date of this Agreement, there are not any outstanding contractual obligations of the Company to repurchase, redeem or otherwise acquire any shares of capital stock of the Companymatter ("Voting Debt").

Capital Structure. The authorized capital stock of the Company consists of 1,000 20,000,000 Shares and 5,000,000 shares of common stockPreferred Stock, all par value $.01 per share ("Preferred Stock") of which are the Company. As of the date of this Agreement, (i) 6,733,770 Shares were issued and outstanding. Except as set forth above, (ii) no Shares were held by the Company in its treasury or by any of the Company's subsidiaries, (iii) 1,139,556.25 shares of capital stock or other voting securities of the Company are issuedPreferred Stock were issued and outstanding, (iv) 725,500 Shares were reserved for issuance or outstanding. The pursuant to the outstanding Company is the sole record Options, and beneficial owner (v) 150,000 Shares were reserved for issuance upon exercise of all warrants to purchase Shares disclosed in Section 4.1(c) of the issued and outstanding capital stock of each Company SubsidiaryDisclosure Schedule (the "Warrants"). All outstanding shares of the capital stock of the Company are, and each Company Subsidiary are all shares which may be issued pursuant to the Stock Plans will be, when issued, duly authorized, validly issued, fully paid and nonassessable and not subject to or issued preemptive rights. Except as set forth in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision Section 4.1(c) of the applicable corporate laws of the State of DelawareDisclosure Schedule, the Company Constituent Instruments or any Contract (as defined in Section 3.05) to which the Company is a party or otherwise bound. There there are not any bonds, debentures, notes or other indebtedness or securities of the Company or any Company Subsidiary having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders shareholders of the Company Stock or the common stock of any Company Subsidiary may vote (“Voting Company Debt”)vote. Except as set forth above, as above and in Section 4.1(c) of the date of this AgreementDisclosure Schedule, there are not any securities, options, warrants, calls, rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contractsagreements, arrangements or undertakings of any kind to which the Company or any Company Subsidiary of its subsidiaries is a party or by which any of them is bound (a) obligating the Company or any Company Subsidiary of its subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity interests in, or any security convertible or exercisable for or exchangeable into any capital stock voting securities of or other equity interest in, the Company or of any Company Subsidiary of its subsidiaries or any Voting Company Debt, (b) obligating the Company or any Company Subsidiary of its subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, security, commitment, Contractagreement, arrangement or undertaking or (cundertaking. Except as set forth in Section 4.1(c) that give any person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights occurring to holders of the capital stock Disclosure Schedule, there are no outstanding rights, commitments, agreements, arrangements or undertakings of any kind obligating the Company or any of any Company Subsidiary. As of the date of this Agreement, there are not any outstanding contractual obligations of the Company its subsidiaries to repurchase, redeem or otherwise acquire any shares of capital stock or other voting securities of the CompanyCompany or any of its subsidiaries or any securities of the type described in the two immediately preceding sentences. The Company has delivered to Parent complete and correct copies of the Stock Plans and all forms of Company Options. Section 4.1(c) of the Disclosure Schedule sets forth a complete and accurate list of all Company Options and Warrants outstanding as of the date of this Agreement and the exercise price of each outstanding Company Option and Warrant.

Capital Structure. (a) The authorized registered (authorized) share capital stock of the Company consists of 1,000 shares 30,000,000 Company Shares. At the close of common stockbusiness on June 23, all of which are 2011, (i) 17,194,812 Company Shares were issued and outstanding, including 1,959,093 Company Shares held by the Company in its treasury, and (ii) 5,641,815 Company Shares were reserved for issuance under Company Employee Plans, of which 1,653,790 were subject to outstanding options or the grant of rights to purchase Company Shares, 393,754 were restricted Company Shares and 723,845 Company Shares were available for future option or restricted share grants. Except as set forth above, at the close of business on June 23, 2011, no shares of capital stock or other voting securities of the Company are were issued, reserved for issuance or outstanding. The Company is the sole record and beneficial owner of all of the issued and outstanding capital stock of each Company Subsidiary. All outstanding Company Shares are, and all such shares of that may be issued prior to the capital stock of the Company and each Company Subsidiary are Effective Time will be when issued, duly authorized, validly issued, fully paid and nonassessable and not subject to or issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the applicable corporate laws of the State of DelawareIsraeli Companies Law, the Company Constituent Instruments Charter Documents or any Contract (as defined in Section 3.05) to which the Company is a party or otherwise bound. There are not any no bonds, debentures, notes or other indebtedness of the Company or any Company Subsidiary having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of Company Stock or the common stock of any Company Subsidiary Shares may vote (“Voting Company Debt”). Except as set forth above, as of the date of this Agreement, there are not any no options, warrants, rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contracts, arrangements or undertakings of any kind to which the Company or any Company Subsidiary of its Subsidiaries is a party or by which any of them is bound (ai) obligating the Company or any Company Subsidiary of its Subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity interests in, or any security convertible or exercisable for or exchangeable into any capital stock of or other equity interest in, the Company or of any Company Subsidiary of its Subsidiaries or any Voting Company Debt, Debt or (bii) obligating the Company or any Company Subsidiary of its Subsidiaries to issue, grant, extend or enter into any such option, warrant, call, right, security, commitment, Contract, arrangement or undertaking or (c) that give any person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights occurring to holders of the capital stock of the Company or of any Company Subsidiaryundertaking. As of the date of this Agreement, there are not any no outstanding contractual obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any shares of capital stock of the CompanyCompany or any of its Subsidiaries.

Capital Structure. The As of the date hereof, the authorized capital stock of the Company consists of 1,000 1,125,519,213 shares of common stockCompany Common Stock. On or before November 30, all of which are issued and outstanding. Except as set forth above1997, no 574,037,149 shares of capital stock or other voting securities of the Company are issued, reserved for issuance or outstanding. The Company is the sole record and beneficial owner of all of the Common Stock shall be issued and outstanding capital stock of each Company Subsidiarywhich 99.9% shall be held and owned beneficially and of record by the Stockholder. All On or before November 30, 1997 all outstanding shares of the capital stock of the Company and each Company Subsidiary are shall be duly authorized, validly issued, fully paid and nonassessable and shall not be subject to or issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the applicable corporate laws of the State of Delaware, the Company Constituent Instruments or any Contract (as defined in Section 3.05) to which the Company is a party or otherwise boundrights. There are not any no bonds, debentures, notes or other indebtedness of the Company or any Company Subsidiary having the right to vote (or convertible into, or exchangeable for, into securities having the right to vote) on any matters on which holders shareholders of the Company Stock or the common stock of any Company Subsidiary may vote (“Voting Company Debt”)vote. Except as set forth above, as of the date of this AgreementNovember 30, 1997, there are will not be any securities, options, warrants, calls, rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contractsagreements, arrangements or undertakings of any kind to which the Company or any Company Subsidiary the Stockholder is a party or by which any of them it or he is bound (a) obligating the Company or any Company Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity interests in, or any security convertible or exercisable for or exchangeable into any capital stock voting securities of or other equity interest in, the Company or any Company Subsidiary or any Voting Company Debt, (b) obligating the Company or any Company Subsidiary to issue, grant, extend or enter into any such optionsecurity, option warrant, call, right, security, commitment, Contractagreement, arrangement or undertaking undertaking. On or (c) that give any person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights occurring to holders of the capital stock of the Company or of any Company Subsidiary. As of the date of this Agreementbefore November 30, 1997, there are shall not be any outstanding contractual obligations of the Company or any of the Stockholder to repurchase, redeem or otherwise acquire any shares of capital stock of the Company. On or before November 30, 1997 the 99.9% of the Company Common Stock to be sold by the Stockholder to the Buyer (i) shall not be subject to any option, warrant, call, right, commitment, agreement, assignment or undertaking of any kind which would obligate the Stockholder to sell the Company Shares to any person other than the Buyer, (ii) shall have been duly authorized and, (iii) when delivered pursuant to this Agreement, will be duly and validly issued, registered with the Superintendencia de Valores y Seguros of the Republic of Chile and fully-paid and nonassessable, and free of any Liens or restrictions.

Capital Structure. The authorized capital stock of the Company consists of 1,000 shares 24,000,000 Shares. As of common stockthe date hereof, all of which are (i) 6,726,615 Shares were issued and outstanding, (ii) 502,685 Shares were reserved for issuance upon exercise of outstanding Options, and (iii) 200,108 Shares were issued and are held in the Company's treasury. Except as set forth aboveabove or on Schedule 3.3(a) of the Disclosure Schedule, as of the date of this Agreement: (i) no shares of capital stock or other voting securities of the Company are issued, reserved for issuance or outstanding. The ; (ii) there are no stock appreciation rights, phantom stock units, restricted stock grants, contingent stock grants or Benefit Plans which grant awards of any of the foregoing, and there are no other outstanding contractual rights to which the Company is a party the sole record and beneficial owner value of which is based on the value of Shares; (iii) all of the issued and outstanding capital stock of each Company Subsidiary. All outstanding shares of the capital stock of the Company are, and each Company Subsidiary are all Shares which may be issued will be, when so issued, duly authorized, validly issued, fully paid and nonassessable and not subject to or issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the applicable corporate laws of the State of Delaware, the Company Constituent Instruments or any Contract rights; and (as defined in Section 3.05iv) to which the Company is a party or otherwise bound. There there are not any no bonds, debentures, notes or other indebtedness of the Company or any Company Subsidiary having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders shareholders of the Company Stock or the common stock of any Company Subsidiary may vote (“Voting Company Debt”)vote. Except as set forth aboveabove or in Schedule 3.3(b) of the Disclosure Schedule, as of the date of this Agreement, there are not any no outstanding securities, options, warrants, calls, rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contractsagreements, arrangements or undertakings of any kind to which the Company or any Company Subsidiary of its Subsidiaries is a party or by which any of them is bound (a) obligating the Company or any Company Subsidiary of its Subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity interests in, or any security convertible or exercisable for or exchangeable into any capital stock voting securities of or other equity interest in, the Company or of any Company Subsidiary of its Subsidiaries or any Voting Company Debt, (b) obligating the Company or any Company Subsidiary of its Subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, security, commitment, Contractagreement, arrangement or undertaking or (c) that give any person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights occurring to holders of the capital stock of the Company or of any Company Subsidiaryundertaking. As of the date of this Agreement, there There are not any no outstanding contractual obligations of the Company or any of its Subsidiaries, to repurchase, redeem or otherwise acquire any shares of capital stock of the CompanyCompany or any of its Subsidiaries. Schedule 3.3(c) of the Disclosure Schedule accurately sets forth information regarding the current exercise price, date of grant and number of outstanding Options for each holder of Options pursuant to any Company Option Plan. Following the Effective Time, no holder of Options will have any right to receive shares of common stock of the Surviving Corporation upon exercise of Options.

Capital Structure. The authorized capital stock of the Company consists of 1,000 25,000,000 shares of common stockCommon Stock, all and 25,000,000 shares of preferred stock of the Company, par value $0.001 per share (the "PREFERRED STOCK"), issuable in one or more series, of which are 43,600 shares of Preferred Stock have been designated. At the close of business on June 6, 2001, (i) 9,741,016 shares of Common Stock were issued and outstanding and (ii) 11,581,107 shares of Common Stock were reserved for issuance upon the exercise of outstanding options, warrants, convertible securities and stock rights in the Company. At the close of business on June 6, 2001, 22,500 shares of Series C Convertible Preferred Stock were issued and outstanding. Except as set forth above, no shares of capital stock or other voting securities of the Company are issued, reserved for issuance or outstanding. The Company is the sole record and beneficial owner of all of the issued and outstanding capital stock of each Company Subsidiary. All outstanding shares of the capital stock of the Company and each Company Subsidiary are duly authorized, validly issued, fully paid and nonassessable and not subject to or issued in violation preemptive rights. As of any purchase optionJune 6, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the applicable corporate laws of the State of Delaware2001, the Company Constituent Instruments had granted options to acquire an aggregate of 455,002 shares of Common Stock at $3.25 per share, pursuant to the Company's 1998 Stock Incentive Plan (the "STOCK PLAN") and options to acquire an aggregate of 100,000 shares of Common Stock at $3.25 per share, pursuant to the Company's 1997 Informal Stock Compensation Plan. Except as otherwise set forth in this Section 5.2 or any Contract in the Company Disclosure Letter (as defined the "COMPANY DISCLOSURE LETTER"), in Section 3.05) to which the Company is a party shall make the disclosures required by or otherwise bound. There are not any bonds, debentures, notes or other indebtedness of Company or any Company Subsidiary having referred to in this Agreement which shall be listed under headings corresponding to the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of Company Stock or the common stock of any Company Subsidiary may vote (“Voting Company Debt”). Except as set forth above, as of the date of section references in this Agreement, there are not any no options, warrants, rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contractsagreements, arrangements or undertakings of any kind to which the Company or any Company Subsidiary is a party or by which any of them it is bound (a) obligating the Company or any Company Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity interests in, or any security convertible or exercisable for or exchangeable into any capital stock voting securities of or other equity interest in, the Company or any Company Subsidiary or of its Subsidiaries, including any Voting Company Debt, (b) obligating securities pursuant to which rights to acquire capital stock became exercisable only after a change of control of the Company or any of its Subsidiaries or upon the acquisition of a specified amount of the Common Stock or voting power of the Company Subsidiary to issueor any of its Subsidiaries. Except as set forth in the Company Disclosure Letter, grantsince February 28, extend or enter into any such option2001, warrant, call, right, security, commitment, Contract, arrangement or undertaking or (c) that give any person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights occurring to holders no shares of the capital stock of the Company or any of its Subsidiaries have been issued other than pursuant to the exercise of Company stock options and warrants already in existence and outstanding on such date or conversion of Series C Convertible Preferred Stock, and neither the Company nor any Company Subsidiary. As of its Subsidiaries has granted any stock options, warrants or other rights to acquire any capital stock of the date Company or any of this Agreementits Subsidiaries. Except as specified in the Company Disclosure Letter or as contemplated herein, there are not any outstanding contractual obligations no agreements, arrangements or other understandings in respect of the Company right to repurchase, redeem or otherwise acquire vote any shares of capital stock of the Company, there are no securities issued by the Company or agreements, arrangements or other understandings to which the Company is a party giving any person any right to acquire equity securities of the Surviving Corporation at or following the Effective Time and all securities, agreements, arrangements and understandings relating to the right to acquire equity securities of the Company (whether pursuant to the exercise of options, warrants or otherwise) provide that, at and following the Effective Time, such right shall entitle the holder thereof to receive the consideration he would have received in the Merger had he exercised his right immediately before the Effective Time. The Company Disclosure Letter sets forth a complete list of all options, warrants, convertible or exchangeable securities, or other rights to purchase shares of capital stock or other securities of the Company or any Subsidiary. The Company Disclosure Letter contains a true and correct copy of the stock register provided to the Company by its transfer agent as of March 31, 2001.

Capital Structure. (a) The authorized capital stock of the Company consists of 1,000 shares of common stock(i) 150,000,000 Shares, all of which 38,592,203 Shares were issued and outstanding as of the close of business on October 2, 2020 (the “Measurement Date”), of which 251,404 were subject to Company Restricted Share Awards, and (ii) 5,000,000 preferred shares, par value $0.001 per share, of which none are issued and outstandingoutstanding as of the date hereof. All of the outstanding Shares have been duly authorized and are validly issued, fully paid and nonassessable. As of the Measurement Date, other than 3,274,911 Shares reserved for future issuance under the Company Stock Plans and the Employee Stock Purchase Plan, of which 1,911,632 Shares are subject to issuance pursuant to Company Options and 9,052 Shares are subject to outstanding restricted stock units entitling the holder thereof to Shares or cash equal to the value of Shares with only time-based vesting requirements, the Company has no Shares reserved for issuance. Except as set forth above, there are no preemptive or other outstanding rights, options, warrants, conversion rights, stock appreciation rights, restricted share units, performance units, phantom stock rights, profit participation rights, redemption rights, repurchase rights, agreements, arrangements, calls, commitments or rights, obligations or contracts of any kind that obligate the Company to issue or sell any shares of capital stock or other voting securities of the Company or any securities or obligations convertible or exchangeable into or exercisable for, or giving any Person a right to subscribe for or acquire, any securities of the Company, and no securities or obligations evidencing such rights are issuedauthorized, reserved for issuance issued or outstanding. The Company is Upon any issuance of any Shares in accordance with the sole record and beneficial owner of all of the issued and outstanding capital stock of each Company Subsidiary. All outstanding shares of the capital stock terms of the Company and each Company Subsidiary are Stock Plans, such Shares will be duly authorized, validly issued, fully paid and nonassessable and not subject to or issued in violation free and clear of any purchase optionlien, call optioncharge, right of first refusalpledge, preemptive rightsecurity interest, subscription right claim, adverse ownership interest or any similar right under any provision of the applicable corporate laws of the State of Delawareother encumbrance (each, the a “Lien”). The Company Constituent Instruments or any Contract (as defined in Section 3.05) to which the Company is a party or otherwise bound. There are does not have outstanding any bonds, debentures, notes or other indebtedness obligations the holders of Company or any Company Subsidiary having which have the right to vote (or which are convertible into, into or exchangeable for, exercisable for securities having the right to vote) with the holders of Shares on any matters on which holders of Company Stock or matter. From the common stock of any Company Subsidiary may vote (“Voting Company Debt”). Except as set forth above, as of Measurement Date to the date of this Agreement, there are not any options, warrants, rights, convertible no Shares or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contracts, arrangements or undertakings of any kind to which the Company or any Company Subsidiary is a party or by which any of them is bound (a) obligating the Company or any Company Subsidiary to issue, deliver or sell, or cause to be Equity Awards have been issued, delivered other than in connection with the vesting, settlement or sold, additional shares exercise of capital stock or other equity interests in, or any security convertible or exercisable for or exchangeable into any capital stock of or other equity interest in, the Company or any Company Subsidiary or any Voting Company Debt, (b) obligating the Company or any Company Subsidiary to issue, grant, extend or enter into any such option, warrant, call, right, security, commitment, Contract, arrangement or undertaking or (c) Equity Awards that give any person the right to receive any economic benefit or right similar to or derived from the economic benefits were issued and rights occurring to holders outstanding as of the capital stock of the Company or of any Company Subsidiary. As of the date of this Agreement, there are not any outstanding contractual obligations of the Company to repurchase, redeem or otherwise acquire any shares of capital stock of the CompanyMeasurement Date.

Capital Structure. The authorized capital stock of the Company consists of 1,000 30,000,000 shares of common Common Stock, par value $0.001 per share and 10,000,000 shares of preferred stock, all par value $0.001 per share, of which are there were issued and outstanding. Except outstanding as set forth aboveof the close of business on September 30, 1999, 3,307,318 shares of Common Stock and no shares of capital stock or other voting securities of the Company are issued, reserved for issuance or outstanding. The Company is the sole record and beneficial owner of all of the issued and outstanding capital stock of each Company Subsidiarypreferred stock. All outstanding shares of the capital stock of the Company and each Company Subsidiary are Common Stock have been duly authorized, validly issued, fully paid and are nonassessable and not subject to free of any liens or encumbrances other than any liens or encumbrances created by or imposed upon the holders thereof and have been issued in violation compliance with all federal and state securities laws. The Company has no subsidiaries. Except as set forth in Section 3.2 of the Company Disclosure Schedule, there are no (a) options, warrants, stock appreciation rights or other similar rights, agreements, arrangements or commitments of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the applicable corporate laws of the State of Delaware, character obligating the Company Constituent Instruments to issue or any Contract sell shares of its capital stock, (as defined in Section 3.05b) to which the Company is a party or otherwise bound. There are not any notes, bonds, debentures, notes debentures or other indebtedness of the Company or any Company Subsidiary having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders the shareholders of the Company Stock or the common stock of any Company Subsidiary may vote (“Voting Company Debt”). Except as set forth above, as of the date of this Agreement, there are not any options, warrants, rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contracts, arrangements or undertakings of any kind to which the Company or any Company Subsidiary is a party or by which any of them is bound (a) obligating the Company or any Company Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity interests in, or any security convertible or exercisable for or exchangeable into any capital stock of or other equity interest in, the Company or any Company Subsidiary or any Voting Company Debt, (b) obligating the Company or any Company Subsidiary to issue, grant, extend or enter into any such option, warrant, call, right, security, commitment, Contract, arrangement or undertaking or (c) that give any person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights occurring to holders of the capital stock of the Company or of any Company Subsidiary. As of the date of this Agreement, there are not any outstanding contractual obligations of the Company to repurchase, redeem or otherwise acquire any shares of Common Stock or any other capital stock of of, or any equity interest in, the Company.. The Shares, the Warrant and the Warrant Shares (collectively, the "SECURITIES") have been duly authorized for issuance and sale to the Purchaser pursuant to this Agreement and are validly issued. The Shares are, and, when issued pursuant to the terms and conditions set forth in the Warrant, the Warrant Shares will be, fully paid and non-assessable, and no holder of Securities is or will be subject to personal

Capital Structure. (a) The authorized share capital stock of the Company consists of 1,000 5,000,000 ordinary shares having a par value of common stockBD1.00 per share, all of which 3,000,000 of such shares are issued and outstanding. Except outstanding as set forth above, no shares of capital stock or other voting securities of the Company are issueddate hereof, reserved for issuance or outstanding. The Company is the sole record and beneficial owner of all of the which issued and outstanding capital stock shares are recorded and duly registered in the Company’s register of each shareholders in the name of FEDS Acquisition (the “Company SubsidiaryShares”). All outstanding shares issued Company Shares are validly issued and fully paid, have been issued in compliance with applicable Legal Requirements, and, without limiting the provisions of the capital stock of the Company and each Company Subsidiary Section 4.5(b) below, are duly authorized, validly issued, fully paid and nonassessable and not subject to or issued in violation any rights of any purchase optionpre-emption, call optionredemption, repurchase, right of first refusal, preemptive co-sale right, subscription right of participation, right of first offer, option or other restriction on transfer, including without limitation any similar right such rights that may arise or have existed under any provision the Memorandum of the applicable corporate Association or Bye-laws of the State of DelawareCompany, the Shareholders’ Agreement relating to the Company Constituent Instruments dated May 26, 2000 by and among The Bank of Bermuda Limited, First Ecom and the Company (the “Shareholders’ Agreement”), or the Share Purchase and Sale Agreement between The Bank of Bermuda Limited and First Ecom dated June 18, 2001 (the “Share Purchase and Sale Agreement”), or otherwise in relation to the sale and purchase of the same hereunder. The rights, preferences and privileges of the Company Shares are as set forth in the Company’s Memorandum of Association and Bye-laws. The Company has not purchased any Contract (as defined in of its own shares. As of the date hereof, without limiting the provisions of Section 3.054.5(b) below, there are no other shares or other equity securities of the Company and no other options, warrants, calls, conversion rights, commitments or agreements of any character to which the Company is a party or otherwise bound. There are not any bonds, debentures, notes or other indebtedness of Company or any Company Subsidiary having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of Company Stock or the common stock of any Company Subsidiary may vote (“Voting Company Debt”). Except as set forth above, as of the date of this Agreement, there are not any options, warrants, rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contracts, arrangements or undertakings of any kind to by which the Company may be bound that do or any Company Subsidiary is a party or by which any of them is bound (a) obligating may obligate the Company or any Company Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of in the Company’s share capital stock or other equity interests in, or any security securities convertible or exercisable for into or exchangeable into any for the Company’s share capital stock of or other equity interest in, that do or may obligate the Company or any Company Subsidiary or any Voting Company Debt, (b) obligating the Company or any Company Subsidiary to issue, grant, extend or enter into any such option, warrant, call, conversion right, security, commitment, Contract, arrangement commitment or undertaking or (c) that give any person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights occurring to holders of the capital stock of the Company or of any Company Subsidiary. As of the date of this Agreement, there are not any outstanding contractual obligations of the Company to repurchase, redeem or otherwise acquire any shares of capital stock of the Companyagreement.

Capital Structure. The authorized capital stock of the Company consists of 1,000 shares of common stock, all of which are issued and outstanding. Except as set forth above, no shares of capital stock or other voting securities of the Company are issued, reserved for issuance or outstanding. The Company is the sole record and beneficial owner authorized to issue a maximum of all 500,000,000 Shares with no par value, of the issued and outstanding capital stock of each Company Subsidiary. All outstanding shares of the capital stock of the Company and each Company Subsidiary are duly authorized, validly issued, fully paid and nonassessable and not subject to or issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the applicable corporate laws of the State of Delaware, the Company Constituent Instruments or any Contract (as defined in Section 3.05) to which the Company is a party or otherwise bound. There are not any bonds, debentures, notes or other indebtedness of Company or any Company Subsidiary having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of Company Stock or the common stock of any Company Subsidiary may vote (“Voting Company Debt”). Except as set forth abovewhich, as of the date of this Agreement, 185,069,020 Shares are issued and outstanding. All of the issued and outstanding Shares have been duly authorized and are validly issued, fully paid and non-assessable. As of the date hereof, 7,155,328 Company Options are issued and outstanding under the Company’s Performance Equity Plan adopted as of June 26, 2006 (the “Stock Plan”). Each of the outstanding shares of share capital or other securities of each of the Company’s directly or indirectly wholly owned Subsidiaries, which are set forth in Section 4.2 of the Company Disclosure Schedule (“Wholly Owned Subsidiaries”), has been duly authorized, and validly issued, and is fully paid and non-assessable (to the extent such concept is applicable in the relevant jurisdiction) and owned by the Company or by a Wholly Owned Subsidiary, free and clear of any lien, charge, pledge, security interest, mortgage, claim or other encumbrance (each, a “Lien” and collectively, “Liens”), other than the Permitted Liens. The outstanding shares of capital stock or other securities that are directly or indirectly owned by the Company of each of the Company’s Subsidiaries that are not Wholly Owned Subsidiaries (“Non-Wholly Owned Subsidiaries”) has been duly authorized and validly issued, and is fully paid and non-assessable (to the extent such concept is applicable in the relevant jurisdiction) and owned by the Company or by a Subsidiary, free and clear of any Lien other than Permitted Liens. Except as set forth in this Section 4.2, there are not any no preemptive or other outstanding rights, options, warrants, rights, convertible or exchangeable securities, “phantom” stock conversion rights, stock appreciation rights, stock-based performance unitsredemption rights, commitmentsrepurchase rights, Contractsagreements, arrangements arrangements, calls, commitments or undertakings rights of any kind to which that obligate the Company or any Company Subsidiary is a party of its Subsidiaries to issue or by which sell any shares of them is bound (a) obligating share capital or other securities of the Company or any Company Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity interests in, its Subsidiaries or any security securities or obligations convertible or exercisable for or exchangeable into or exercisable for, or giving any capital stock Person a right to subscribe for or acquire, any securities of or other equity interest in, the Company or any of its Subsidiaries, and no securities or obligations evidencing such rights are authorized, issued or outstanding. The Company Subsidiary does not have any outstanding bonds, debentures, notes or any Voting Company Debt, (b) obligating other obligations the Company or any Company Subsidiary to issue, grant, extend or enter into any such option, warrant, call, right, security, commitment, Contract, arrangement or undertaking or (c) that give any person holders of which have the right to receive any economic benefit vote (or convertible into or exercisable for securities having the right similar to or derived from vote) with the economic benefits and rights occurring to holders of the capital stock shareholders of the Company on any matter. The Company is not party to a shareholder rights agreement, “poison pill” or of any Company Subsidiary. As of the date of this Agreement, there are not any outstanding contractual obligations of the Company to repurchase, redeem similar agreement or otherwise acquire any shares of capital stock of the Companyplan.

Capital Structure. The authorized share capital stock of the Company consists of 1,000 Forty-One Million Eight Hundred Thousand (41,800,000) shares with (i) Thirty-Three Million Four Hundred Thousand (33,400,000) of common stock authorized and Twenty-Five Million (25,000,000) shares issued and outstanding; and (ii) Eight Million Four Hundred Thousand (8,400,000) of preferred stock, of which Five Million (5,000,000) are designed as “Series A Preferred Stock” and Three Million Four Hundred Thousand (3,400,000) are designed as “Series A1 Preferred Stock”, and no shares of common stock, all Series A Preferred Stock and no shares of which Series A1 Preferred Stock are issued and outstanding. Except as set forth above, no No other shares of capital stock or other voting securities of the Company are issued, reserved for issuance or outstanding. The Company is the sole record and beneficial owner of all of the issued and outstanding capital stock of each Company Subsidiary. All outstanding shares of the capital stock of the Company and each Company Subsidiary are duly authorized, validly issued, fully paid and nonassessable non-assessable and not subject to or issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the applicable corporate laws of the State its state of Delawareincorporation, the Company Constituent Instruments Charter Documents or any Contract (as defined in Section 3.053.04) to which the Company is a party or otherwise bound. There are not any no bonds, debentures, notes or other indebtedness of the Company or any Company Subsidiary having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of Company Stock or the common stock of any Company Subsidiary Shares may vote (“Voting Company Debt”). Except as otherwise set forth aboveherein, as of the date of this Agreement, there are not any no options, warrants, rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contracts, arrangements or undertakings of any kind to which the Company or any Company Subsidiary is a party or by which any of them the Company is bound (ai) obligating the Company or any Company Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity interests in, or any security convertible or exercisable for or exchangeable into any shares or capital stock of or other equity interest in, the Company or any Company Subsidiary or any Voting Company Debt, (bii) obligating the Company or any Company Subsidiary to issue, grant, extend or enter into any such option, warrant, call, right, security, commitment, Contract, arrangement or undertaking or (ciii) that give any person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights occurring to holders of the capital stock of the Company shares or of any Company Subsidiary. As of the date of this Agreement, there are not any outstanding contractual obligations of the Company to repurchase, redeem or otherwise acquire any shares of capital stock of the Company.

Capital Structure. (a) The authorized capital stock of the Company consists of 1,000 30,000,000 shares of common Company Common Stock and 1,000,000 shares of preferred stock, all $.01 par value per share ("Company Preferred Stock"), of which 100,000 ----------------------- shares are designated Series A Junior Participating Preferred Stock. As of the close of business on the date hereof, (i) 14,550,519 shares of Company Common Stock were issued and outstanding, (ii) no shares of Company Common Stock were held in the treasury of the Company or by Subsidiaries of the Company, and (iii) no shares of the Company Preferred Stock were issued and outstanding. Except as set forth above, no shares of capital stock or other voting securities Section 5.2(a) of the Company are issued, Disclosure Letter lists the number of shares of Company Common Stock reserved for future issuance or outstanding. The pursuant to stock options granted and outstanding as of the date of this Agreement and the plans under which such options were granted (collectively, the "Company is the sole record Stock Plans") and beneficial owner sets forth a ------------------- complete and accurate list of all holders of outstanding options to purchase shares of Company Common Stock (such outstanding options, the issued and outstanding capital stock "Company Options") --------------- under the Company Stock Plans, indicating the number of shares of Company Common Stock subject to each Company SubsidiaryOption, and the exercise price, the date of grant, vesting schedule and the expiration date thereof. All outstanding shares of Company Common Stock are, and all shares of Company Common Stock subject to issuance as specified in the capital stock of previous sentence, upon issuance on the Company terms and each Company Subsidiary conditions specified in the instruments pursuant to which they are issuable, will be, duly authorized, validly issued, fully paid and nonassessable and not subject to or issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the applicable corporate laws of the State of DelawareDGCL, the Company Constituent Instruments Company's certificate of incorporation or bylaws or any Contract (as defined in Section 3.05) agreement to which the Company is a party or is otherwise bound. There are not any bondsno obligations, debenturescontingent or otherwise, notes or other indebtedness of Company or any Company Subsidiary having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of Company Stock or the common stock of any Company Subsidiary may vote (“Voting Company Debt”). Except as set forth above, as of the date of this Agreement, there are not any options, warrants, rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contracts, arrangements or undertakings of any kind to which the Company or any Company Subsidiary is a party or by which any of them is bound (a) obligating the Company or any Company Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity interests in, or any security convertible or exercisable for or exchangeable into any capital stock of or other equity interest in, the Company or any Company Subsidiary or any Voting Company Debt, (b) obligating the Company or any Company Subsidiary to issue, grant, extend or enter into any such option, warrant, call, right, security, commitment, Contract, arrangement or undertaking or (c) that give any person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights occurring to holders of the capital stock of the Company or of any Company Subsidiary. As of the date of this Agreement, there are not any outstanding contractual obligations of the Company its Subsidiaries to repurchase, redeem or otherwise acquire any shares of the Company Common Stock or other capital stock of the Company or any of its Subsidiaries. Each of the outstanding shares of capital stock or other securities of each of the Company's Subsidiaries is duly authorized, validly issued, fully paid and nonassessable and owned by the Company or a direct or indirect wholly-owned Subsidiary of the Company, free and clear of any lien, pledge, security interest, claim, limitation on the Company's voting rights or other encumbrance. Except for (x) pursuant to Company Stock Plans and (y) the rights ("Company Rights") issued and issuable under the Company's Shareholder -------------- Rights Plan, dated as of March 4, 1998 between the Company and American Stock Transfer and Trust Company (the "Company Rights Plan") there are no ------------------- preemptive or other outstanding rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements or commitments to issue or to sell any shares of capital stock or other securities of the Company or any of its Subsidiaries or any securities or obligations convertible or exchangeable into or exercisable for, or giving any Person a right to subscribe for or acquire, any securities of the Company or any of its Subsidiaries, and no securities or obligations evidencing such rights are authorized, issued or outstanding. The Company does not have outstanding any bonds, debentures, notes or other obligations the holders of which have the right to vote (or convertible into or exercisable for securities having the right to vote) with the stockholders of the Company on any matter ("Voting ------ Debt"). To the knowledge of the executive officers of the Company, other than ---- the Company Stockholder Agreement to be delivered by Xxxxxxx X. Post and Xxxx X. Xxxxx, there are no agreements or understandings with respect to the voting (including voting trusts and proxies) or sale or transfer (including agreements imposing transfer restrictions) of any shares of capital stock of the Company or any of its Subsidiaries.

Capital Structure. The authorized capital stock of the Company consists of 1,000 60,000,000 Shares and 20,000,000 shares of common Preferred Stock, par value $0.0001 per share (the "Preferred Stock"), of which 18,960,655 Shares and no shares of Preferred Stock were outstanding as of the close of business on the date hereof. All of the outstanding Shares have been duly authorized and are validly issued, fully paid and nonassessable. Other than 3,112,646 Shares reserved for issuance under the Company's plans disclosed in Section 5.1(b)(i) of the Company Disclosure Letter (the "Stock Plans"), the Top-Up Option, and that certain Warrant dated as of the date hereof issued by the Company to Finance Corp. (the "Warrant"), the Company has no Shares reserved for issuance. Section 5.1(b)(i) of the Company Disclosure Letter contains a correct and complete list of options, restricted stock, all and other stock under the Stock Plans, including the holder, date of which are issued grant, number of Shares and outstandingexercise price. Except as set forth above, no Each of the outstanding shares of capital stock or other voting securities of the Company are issued, reserved for issuance or outstanding. The Company is the sole record and beneficial owner of all each of the issued and outstanding capital stock of each Company Subsidiary. All outstanding shares of the capital stock of the Company and each Company Subsidiary are Company's Subsidiaries is duly authorized, validly issued, fully paid and nonassessable and not subject to owned by the Company or issued in violation by a direct or indirect wholly-owned Subsidiary of the Company, free and clear of any purchase optionliens, call optioncharges, right pledges, security interests, claims or other encumbrances, except any encumbrances for Taxes or other governmental charges that are not yet due and payable and liens under the Loan Agreement (each, a "Lien"). Except as set forth above, for the Top-Up Option and the Warrant, or as set forth in Section 5.1(b)(i) of first refusalthe Company Disclosure Letter, there are no preemptive rightor other outstanding rights, subscription right options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements, calls, commitments or rights of any kind that obligate the Company or any similar right under of its Subsidiaries to issue or sell any provision shares of capital stock or other securities of the applicable corporate laws Company or any of its Subsidiaries or any securities or obligations convertible or exchangeable into or exercisable for, or giving any Person a right to subscribe for or acquire, any securities of the State of Delaware, the Company Constituent Instruments or any Contract (as defined of its Subsidiaries, and no securities or obligations evidencing such rights are authorized, issued or outstanding. Upon any issuance of any Shares in Section 3.05) accordance with the terms of the Stock Plans, such Shares will be duly authorized, validly issued, fully paid and nonassessable and free and clear of any Liens. Upon any issuance of Shares pursuant to which the Top-Up Option and the Warrant, such Shares will be duly authorized, validly issued fully paid and nonassessable and free and clear of any Liens. The Company is a party or otherwise bound. There are does not have outstanding any bonds, debentures, notes or other indebtedness obligations the holders of Company or any Company Subsidiary having which have the right to vote (or convertible into, into or exchangeable for, exercisable for securities having the right to vote) with the stockholders of the Company on any matters on matter. The Company does not have any rights agreement or similar agreement with respect to its Preferred Stock. Section 5.1(b)(ii) of the Company Disclosure Letter sets forth (A) each of the Company's Subsidiaries and the ownership interest of the Company in each such Subsidiary, as well as the ownership interest of any other Person or Persons in each such Subsidiary and (B) the Company's or its Subsidiaries' capital stock, equity interest or other direct or indirect ownership interest in any other Person other than securities in a publicly traded company held for investment by the Company or any of its Subsidiaries and consisting of less than 1% of the outstanding capital stock of such company. The Company does not own, directly or indirectly, any voting interest in any Person, the acquisition of which holders would require an additional filing by Parent under the Hxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act"). Each Company Option, in all material respects, (A) was granted in compliance with all applicable Laws and all of the terms and conditions of the Company Stock Plan pursuant to which it was issued, (B) qualifies for the tax and accounting treatment afforded to such Company Option in the Company's Tax returns and the Company Reports, respectively, (C) was otherwise properly disclosed in the Company Reports filed on or the common stock of any Company Subsidiary may vote (“Voting Company Debt”). Except as set forth above, as of prior to the date of this Agreement, there are not any options, warrants, rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contracts, arrangements or undertakings Agreement and (D) has an exercise price at least equal to the fair market value of any kind a Share on a date no earlier than the date of the corporate action authorizing the grant and has a grant date identical to which the date of the corporate action authorizing the grant. The Company has provided to the Parent correct and complete copies of the Stock Plans and the forms of all agreements evidencing the Company or any Company Subsidiary is a party or Options. Except for the consents contemplated by which any clause (m) of them is bound (a) obligating the Company or any Company Subsidiary to issueExhibit 1, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity interests in, or any security convertible or exercisable for or exchangeable into any capital stock of or other equity interest in, the Company or any Company Subsidiary or any Voting Company Debt, (b) obligating the Company or any Company Subsidiary to issue, grant, extend or enter into any such option, warrant, call, right, security, commitment, Contract, arrangement or undertaking or (c) that give any person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights occurring to holders no consent of the capital stock of the Company or holder of any Company Subsidiary. As of Option is required in connection with the date of this Agreementactions contemplated by Section 4.3(a), there are not any outstanding contractual obligations of and such actions so contemplated comport with the Stock Plans and the underlying agreements evidencing the Company to repurchase, redeem or otherwise acquire any shares of capital stock of the CompanyOptions.

Capital Structure. The authorized capital stock of the Company Parent consists of 1,000 (1) 90,000,000 shares of common stock, all par value $0.001 per share, of which (a) 14,950,000 shares are issued and outstanding (before giving effect to the issuances to be made at Closing), and (b) no shares of common stock are reserved by the Parent in its treasury; and (2) 10,000,000 shares of preferred stock, par value $0.001 per share, of which (a) no shares are issued and outstanding, and (b) no shares of preferred stock are reserved by the Parent in its treasury. Except as set forth above, no No other shares of capital stock or other voting securities of the Company Parent are issued, reserved for issuance or outstanding. The Company is the sole record and beneficial owner of all of the issued and outstanding capital stock of each Company Subsidiary. All outstanding shares of the capital stock of the Company Parent are, and each Company Subsidiary are all such shares that may be issued prior to the date hereof will be when issued, duly authorized, validly issued, fully paid and nonassessable non-assessable and not subject to or issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the applicable corporate laws General Corporation Law of the State of DelawareNevada, the Company Constituent Instruments Parent Charter, the Parent Bylaws or any Contract (as defined in Section 3.05) to which the Company Parent is a party or otherwise bound. There are not any bonds, debentures, notes or other indebtedness of Company or any Company Subsidiary the Parent having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of Company Stock or the common stock of any Company Subsidiary Parent Shares may vote (“Voting Company Parent Debt”). Except as set forth above, as of the date of this Agreement, there are not any no options, warrants, rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contracts, arrangements or undertakings of any kind to which the Company or any Company Subsidiary Parent is a party or by which any of them it is bound (a) obligating the Company or any Company Subsidiary Parent to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity interests in, or any security convertible or exercisable for or exchangeable into any capital stock of or other equity interest in, the Company or any Company Subsidiary Parent or any Voting Company Parent Debt, (b) obligating the Company or any Company Subsidiary Parent to issue, grant, extend or enter into any such option, warrant, call, right, security, commitment, Contract, arrangement or undertaking or (c) that give any person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights occurring to holders of the capital stock of the Company or of any Company SubsidiaryParent. As of the date of this Agreement, there are not any no outstanding contractual obligations of the Company Parent to repurchase, redeem or otherwise acquire any shares of capital stock of the CompanyParent. The Parent is not a party to any agreement granting any securityholder of the Parent the right to cause the Parent to register shares of the capital stock or other securities of the Parent held by such securityholder under the Securities Act. The stockholder list provided to the Company is a current stockholder list generated by the Parent’s stock transfer agent, and such list accurately reflects all of the issued and outstanding shares of the Parent Shares as at the Closing.

Capital Structure. The authorized capital stock of the Company (the "Company Capital Stock") consists of 1,000 25,000,000 Shares and 833,000 shares of common preferred stock, all $0.001 par value per share ("Company Preferred Stock"), of which are there were issued and outstanding. Except outstanding as set forth aboveof the close of business on the date of this Agreement, 8,178,546 Shares (excluding treasury Shares) and no shares of capital stock or other voting securities Company Preferred Stock. On the date of this Agreement, there were no Shares held in treasury by the Company are issued, reserved for issuance or outstandingCompany. The Company is the sole record and beneficial owner of all All of the issued and outstanding capital stock of each Company Subsidiary. All outstanding shares of the capital stock of the Company and each Company Subsidiary Shares are duly authorized, validly issued, fully paid and nonassessable and are free and clear of any Liens other than any Liens created by or imposed upon the holders thereof, and are not subject to preemptive rights or issued in violation of any purchase option, call option, right rights of first refusalrefusal created by statute, preemptive right, subscription right the Certificate of Incorporation or Bylaws of the Company or any similar right under any provision of the applicable corporate laws of the State of Delaware, the Company Constituent Instruments or any Contract (as defined in Section 3.05) agreement to which the Company is a party or otherwise by which it is bound. There The Company has 2,629,824 Shares available for issuance pursuant to the Stock Option Plans of which 1,180,176 Shares are subject to outstanding, unexercised options. Up to 50,000 Shares are issuable upon exercise of a warrant granted to Oakland Corporate Center LLC. The Company has not any bondsissued or granted, debenturesand will not issue or grant, notes or other indebtedness of Company additional options or any Company Subsidiary having the right to vote (other rights exercisable, exchangeable, or convertible intofor Shares under the Stock Option Plans, or exchangeable for, securities having the right and there are no other Shares subject to vote) on any matters on which holders of Company Stock or the common outstanding stock of any Company Subsidiary may vote (“Voting Company Debt”)purchase rights. Except for the rights created pursuant to this Agreement, the stock options outstanding under the Stock Option Plans as set forth above, the warrant set forth above and except for the rights (the "Rights") issued pursuant to the Preferred Stock Rights Agreement (the "Rights Agreement") dated as of April 7, 2004, between Versata, Inc. and EquiServe Trust Company N.A., as Rights Agent (the date "Rights Agent") (which Rights and Rights Agreement have been terminated or amended, as appropriate, as contemplated by Section 2.08 of this Agreement so that neither this Agreement nor any Contemplated Transaction shall trigger or otherwise cause or result in any event or occurrence under the Rights Agreement), there are not any no other options, warrants, calls, rights, convertible commitments or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contracts, arrangements or undertakings agreements of any kind character to which the Company or any Company Subsidiary is a party or by which any of them it is bound (a) obligating the Company or any Company Subsidiary to issue, deliver deliver, sell, repurchase or sellredeem, or cause to be issued, delivered or delivered, sold, additional repurchased or redeemed, any shares of capital stock or other equity interests in, or any security convertible or exercisable for or exchangeable into any capital stock of or other equity interest in, the Company or any Company Subsidiary or any Voting Company Debt, (b) obligating the Company or any Company Subsidiary to issue, grant, extend extend, accelerate the vesting of, change the price of, or otherwise amend or enter into any such option, warrant, call, right, securitycommitment or agreement. There are no Contracts, commitmentcommitments or agreements relating to the voting, Contractpurchase, arrangement sale or undertaking or (c) that give registration of any person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights occurring to holders of the capital stock or other securities of the Company or any of its Subsidiaries (i) between or among the Company and any of its stockholders or any third party and (ii) to the Knowledge of the Company, between or among any of the Company's stockholders or any third party. True and complete copies of all agreements and instruments relating to or issued under the Stock Option Plans have been made available to Parent. Such agreements and instruments relating to or issued under the Stock Option Plans have not been amended, modified or supplemented, and there are no agreements to amend, modify or supplement such agreements or instruments, in any case from the form made available to Parent. The Company Subsidiary. As Disclosure Schedule hereto sets forth a true and complete list as of the date hereof of all holders of outstanding options under the Stock Option Plans, including the number of shares of Company capital stock subject to each such option, the exercise or vesting schedule, the exercise price per share and the term of each such option. The terms of the Stock Option Plans permit the Stock Option Plans and each Option to be canceled and terminated and converted as contemplated by Sections 2.07 and 2.08 of this Agreement and otherwise by this Agreement, there are not any outstanding contractual obligations . The terms of the Company to repurchase, redeem or otherwise acquire any shares ESPP permit the transactions contemplated by Section 2.08 of capital stock this Agreement and the termination of the CompanyESPP contemplated by this Agreement. The terms of the Rights Agreement permit the transactions contemplated by this Agreement and the termination or amendment of the Rights Agreement contemplated by this Agreement.

Capital Structure. The authorized capital stock of the ----------------- Company consists of 1,000 1,000,000 shares of common stockCompany Common Stock. As of the date of this Agreement, all there are (i) 388,474 shares of which are Company Common Stock issued and outstanding, (ii) 6,086 shares of Company Common Stock reserved for issuance to certain private investors for an aggregate consideration of $140,000; (iii) no shares of Company Common Stock held in the treasury of the Company or held by any Subsidiary of the Company; and (iv) 89,758 shares of Company Common Stock reserved for issuance upon exercise or conversion of outstanding securities of the Company ("Prior Securities"). Section 3.1 (c) of the Disclosure Schedule contains a list of all Prior Securities, including a description of their terms. Except as set forth above, no shares of capital stock or other voting equity securities of the Company are issued, reserved for issuance or outstanding. The Company is the sole record and beneficial owner of all of the issued and outstanding capital stock of each Company Subsidiary. All outstanding shares of the capital stock of the Company are, and each Company Subsidiary are all shares which may be issued pursuant to the Prior Securities will be when issued, duly authorized, validly issued, fully paid and nonassessable and and, except as described in Section 3.1(c) of the Disclosure Schedule, are not subject to or issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the applicable corporate laws of the State of Delaware, the Company Constituent Instruments or any Contract (as defined in Section 3.05) to which the Company is a party or otherwise boundrights. There are not any no outstanding bonds, debentures, notes or other indebtedness or other securities of the Company or any Company Subsidiary having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders stockholders of the Company Stock or the common stock of any Company Subsidiary may vote (“Voting Company Debt”)vote. Except as set forth above, as of the date of this Agreement, there are not any no outstanding securities, options, warrants, calls, rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contractsagreements, arrangements or undertakings of any kind to which the Company or any Company Subsidiary of its Subsidiaries is a party party, or by which any of them is bound (a) bound, obligating the Company or any Company Subsidiary of its Subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity interests in, or any security convertible or exercisable for or exchangeable into any capital stock voting securities of or other equity interest in, the Company or of any Company Subsidiary of its Subsidiaries or any Voting Company Debt, (b) obligating the Company or any Company Subsidiary of its Subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, security, commitment, Contractagreement, arrangement or undertaking undertaking. There are no outstanding contractual obligations, commitments, understandings or (c) that give any person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights occurring to holders of the capital stock arrangements of the Company or any of any Company Subsidiary. As of the date of this Agreement, there are not any outstanding contractual obligations of the Company its Subsidiaries to repurchase, redeem or otherwise acquire or make any payment in respect of or measured or determined based on the value or market price of any shares of capital stock of the Company or any of its Subsidiaries and, to the knowledge of the Company, there are no irrevocable proxies with respect to shares of capital stock of the Company or any Subsidiary of the Company. Except as provided in Section 3.1(c) of the Disclosure Schedule, there are no agreements or arrangements pursuant to which the Company is or could be required to register shares of Company Common Stock or other securities under the Securities Act of 1933, as amended (the "Securities Act").

Capital Structure. The authorized capital stock of the Company consists of 1,000 10,000,000 Shares and 500,000 shares of common preferred stock, all par value $.10 per share (the "Company Preferred Stock"). As of which are June 30, 2000, (i) 3,248,566 Shares were issued and outstanding, (ii) 13,500 were issued and held in treasury, (iii) no shares of the Company Preferred Stock were issued and outstanding, and (iv) 885,600 Shares were reserved for issuance pursuant to the Company Stock Plans (of which 848,613 are subject to outstanding options. Except as set forth above, at the time of execution of this Agreement, no shares of capital stock or other voting securities of the Company are were issued, reserved for issuance or outstanding. The Company is the sole record and beneficial owner of all of the issued and outstanding capital stock of each Company Subsidiary. All outstanding shares of the capital stock of the Company are, and each all shares which may be issued pursuant to the Company Subsidiary are Stock Plans will be, when issued, duly authorized, validly issued, fully paid and nonassessable and not subject to or issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the applicable corporate laws of the State of Delaware, the Company Constituent Instruments or any Contract (as defined in Section 3.05) to which the Company is a party or otherwise boundrights. There are not any no outstanding bonds, debentures, notes or other indebtedness or securities of the Company or any Company Subsidiary having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders shareholders of the Company Stock or the common stock of any Company Subsidiary may vote (“Voting Company Debt”)vote. Except as set forth above, as of the date of this Agreement, there are not any no outstanding securities, options, warrants, calls, rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contracts, arrangements agreements or undertakings of any kind to which the Company or any Company Subsidiary of its subsidiaries is a party or by which any of them is bound (a) obligating the Company or any Company Subsidiary of its subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity interests in, or any security convertible or exercisable for or exchangeable into any capital stock voting securities of or other equity interest in, the Company or of any Company Subsidiary of its subsidiaries or any Voting Company Debt, (b) obligating the Company or any Company Subsidiary of its subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, security, commitment, Contractagreement, arrangement or undertaking undertaking. There are no outstanding rights, commitments, agreements, or (c) that give undertakings of any person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights occurring to holders of the capital stock of kind obligating the Company or any of any Company Subsidiary. As of the date of this Agreement, there are not any outstanding contractual obligations of the Company its subsidiaries to repurchase, redeem or otherwise acquire any shares of capital stock or other voting securities of the CompanyCompany or any of its subsidiaries or any securities of the type described in the two immediately preceding sentences. The Company has delivered or made available to BioShield complete and correct copies of the Company Stock Plans and all forms of the Company Options. Section 2.1(c) of the Company Disclosure Schedule sets forth a complete and accurate list of all the Company Options outstanding as of the date of this Agreement and the exercise price of each outstanding Company Option.

Capital Structure. (i) The authorized share capital stock of the Company consists of 1,000 shares 625,000,000 Shares of common stocka par value of US$0.00002, all of which are issued and outstanding. Except as set forth above, no shares of capital stock or other voting securities of the Company are issued, reserved for issuance or outstanding. The Company is the sole record and beneficial owner of all of the issued and outstanding capital stock of each Company Subsidiary. All outstanding shares of the capital stock of the Company and each Company Subsidiary are duly authorized, validly issued, fully paid and nonassessable and not subject to or issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the applicable corporate laws of the State of Delaware, the Company Constituent Instruments or any Contract (as defined in Section 3.05) to which the Company is a party or otherwise bound. There are not any bonds, debentures, notes or other indebtedness of Company or any Company Subsidiary having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of Company Stock or the common stock of any Company Subsidiary may vote (“Voting Company Debt”). Except as set forth abovewhich, as of the date of this Agreement, 559,397,825 Shares are outstanding. All of the outstanding Shares have been duly authorized and are validly issued, fully paid and nonassessable. As of the date hereof, there are no outstanding options to purchase Shares under the Company’s Share Option Scheme adopted as of August 25, 2005 (the “Stock Plan”). Each of the outstanding shares of share capital or other securities of each of the Company’s directly or indirectly wholly owned Subsidiaries, which are set forth in Section 6.1(b)(i) of the Company Disclosure Schedule (“Wholly Owned Subsidiaries”), has been duly authorized, and validly issued, and is fully paid and nonassessable (to the extent such concept is applicable in the relevant jurisdiction) and owned by the Company or by another Wholly Owned Subsidiary, free and clear of any lien, charge, pledge, security interest, mortgage, claim or other encumbrance (each, a “Lien” and collectively, “Liens”). Each of the outstanding shares of capital stock or other securities that are directly or indirectly owned by the Company of each of the Company’s Subsidiaries that are not Wholly Owned Subsidiaries, which are set forth in Section 6.1(b)(i) of the Company Disclosure Schedule (“Non-Wholly Owned Subsidiaries”), has been duly authorized, and validly issued, and is fully paid and nonassessable (to the extent such concept is applicable in the relevant jurisdiction) and owned by the Company or by a Subsidiary, free and clear of any Lien other than Permitted Liens. There are no preemptive or other outstanding rights, options, warrants, rights, convertible or exchangeable securities, “phantom” stock conversion rights, stock appreciation rights, stock-based performance unitsredemption rights, commitmentsrepurchase rights, Contractsagreements, arrangements arrangements, calls, commitments or undertakings rights of any kind to which that obligate the Company or any Company Subsidiary is a party of its Subsidiaries to issue or by which sell any shares of them is bound (a) obligating share capital or other securities of the Company or any Company Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity interests in, its Subsidiaries or any security securities or obligations convertible or exercisable for or exchangeable into or exercisable for, or giving any capital stock Person a right to subscribe for or acquire, any securities of or other equity interest in, the Company or any of its Subsidiaries, and no securities or obligations evidencing such rights are authorized, issued or outstanding. The Company Subsidiary does not have any outstanding bonds, debentures, notes or any Voting Company Debt, (b) obligating other obligations the Company or any Company Subsidiary to issue, grant, extend or enter into any such option, warrant, call, right, security, commitment, Contract, arrangement or undertaking or (c) that give any person holders of which have the right to receive any economic benefit vote (or convertible into or exercisable for securities having the right similar to or derived from vote) with the economic benefits and rights occurring to holders of the capital stock shareholders of the Company or of on any Company Subsidiary. As of the date of this Agreement, there are not any outstanding contractual obligations of the Company to repurchase, redeem or otherwise acquire any shares of capital stock of the Companymatter.

Capital Structure. The authorized capital stock of the Company consists of 1,000 2,000,000 shares, consisting of 1,000,000 shares of common stock, all with no par value per share, of which 12,932.124 shares are issued and outstanding, and 1,000,000 shares of preferred stock, none of which is issued or outstanding. Except as set forth above, The Company has issued options to purchase 231.907 shares of common stock of the Company. There are no other outstanding shares of capital stock or other voting securities and no outstanding commitments to issue any shares of capital stock or voting securities after the date hereof or any other rights or securities granted or issued to any person to cause the Company are issuedto issue, reserved for issuance sell, redeem or outstanding. The Company is the sole record and beneficial owner repurchase any shares of all of the issued and outstanding capital stock of each Company Subsidiarythe Company. All outstanding shares of the capital stock of the Company and each Company Subsidiary Common Stock are duly authorized, validly issued, fully paid and nonassessable non-assessable and are free of any liens or encumbrances or claims of any kind, and are not subject to preemptive rights or rights of first refusal created by statute, the Charter Documents of the Company or any agreement to which the Company or any stockholder of the Company is a party or by which it is bound. CSINH and the Stockholders are the lawful record and beneficial owners of that number of issued in violation and outstanding shares of the Company Common Stock set forth on Exhibit A, free and clear of all liens, encumbrances or claims of any purchase kind. Except as disclosed in this Section 3.3, there does not exist nor is there outstanding any right, option, call optionwarrant, right convertible obligation or other security or agreement entered into or granted by the Company with respect to any shares of first refusal, preemptive right, subscription right or any similar right under any provision capital stock of the applicable corporate laws Company. Except (i) for the rights created pursuant to this Agreement (ii) as set forth in this Section 3.3 or (iii) set forth in Section 3.3 of the State Disclosure Schedule, there are no options, warrants, calls, rights, commitments, agreements or arrangements of Delaware, the Company Constituent Instruments or any Contract (as defined in Section 3.05) character to which the Company is a party or otherwise bound. There are not any bonds, debentures, notes or other indebtedness of Company or any Company Subsidiary having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of Company Stock or the common stock of any Company Subsidiary may vote (“Voting Company Debt”). Except as set forth above, as of the date of this Agreement, there are not any options, warrants, rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contracts, arrangements or undertakings of any kind to by which the Company or any Company Subsidiary is a party or by which any of them is bound (a) relating to the issued or unissued capital stock of the Company or obligating the Company or any Company Subsidiary to issue, deliver deliver, sell, repurchase or sellredeem, or cause to be issued, delivered or delivered, sold, additional repurchased or redeemed, any shares of capital stock or other equity interests in, or any security convertible or exercisable for or exchangeable into any capital stock of or other equity interest in, the Company or any Company Subsidiary or any Voting Company Debt, (b) obligating the Company or any Company Subsidiary to issue, grant, extend extend, accelerate the vesting of, change the price of, or otherwise amend or enter into any such option, warrant, call, right, securitycommitment or agreement. There are no contracts, commitmentcommitments or agreements relating to voting, Contract, arrangement purchase or undertaking or (c) that give sale of any person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights occurring to holders shares of the Company capital stock (i) between or among the Company and any of the stockholders of the Company or of (ii) between or among any Company Subsidiary. As of the date of this Agreement, there are not any outstanding contractual obligations of the Company to repurchase, redeem or otherwise acquire any shares of capital stock stockholders of the Company.

Capital Structure. The authorized capital stock of the Company consists of 1,000 75,000,000 shares of common Common Stock and 5,000,000 shares of preferred stock, all par value $.01 per share (the "Preferred Stock"). At the time of which are execution of this Agreement, (i) 37,711,424 shares of Common Stock were issued and outstanding, including associated Preferred Share Purchase Rights (the "Rights") issued pursuant to the Rights Agreement, dated as of April 15, 1996 (the "Rights Agreement"), between the Company and Continental Stock Transfer and Trust Company, as Rights Agent (the "Rights Agent"), (ii) no shares of Preferred Stock were issued and outstanding, (iii) 2,343,900 shares of Common Stock were held by the Company in its treasury or by any of the Company's subsidiaries, and (iv) 5,161,716 shares of Common Stock were reserved for issuance pursuant to outstanding Company Options. Except as set forth above, at the time of execution of this Agreement, no shares of capital stock or other voting securities of the Company are issued, reserved for issuance or outstanding. The Company is the sole record and beneficial owner of all of the issued and outstanding capital stock of each Company Subsidiary. All outstanding shares of the capital stock of the Company are, and each Company Subsidiary are all shares which may be issued pursuant to the Stock Plans will be, when issued, duly authorizedautho- rized, validly issued, fully paid and nonassessable and not subject to or issued in violation of any purchase optionpreemptive rights. Other than the Shares, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the applicable corporate laws of the State of Delaware, the Company Constituent Instruments or any Contract (as defined in Section 3.05) to which the Company is a party or otherwise bound. There there are not any bonds, debentures, notes or other indebtedness or secu- rities of the Company or any Company Subsidiary having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders shareholders of the Company Stock or the common stock of any Company Subsidiary may vote (“Voting Company Debt”)vote. Except as set forth above, as above and in Section 4.1(c) of the date of this AgreementDisclo- sure Schedule, there are not any securities, options, warrants, calls, rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contractsagreements, arrangements or undertakings under- takings of any kind to which the Company or any Company Subsidiary of its subsid- iaries is a party or by which any of them is bound (a) obligating the Company or any Company Subsidiary of its subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity interests in, voting securities of the Com- pany or of any security convertible of its subsidiaries or exercisable for or exchangeable into any capital stock of or other equity interest in, the Company or any Company Subsidiary or any Voting Company Debt, (b) obligating the Company or any Company Subsidiary of its subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, security, commitment, Contractagreement, arrangement or undertaking undertaking. There are no outstand- ing rights, commitments, agreements, arrangements or (c) that give undertak- ings of any person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights occurring to holders of the capital stock of kind obligating the Company or any of any Company Subsidiary. As of the date of this Agreement, there are not any outstanding contractual obligations of the Company its subsid- iaries to repurchase, redeem or otherwise acquire any shares of capital stock or other voting securities of the CompanyCompany or any of its subsidiaries or any securities of the type described in the two immediately preceding sentences (other than in connec- tion with the exercise of outstanding Company Options). The Company has delivered to Parent complete and correct copies of the Stock Plans and all forms of Company Options. Section 4.1(c) of the Disclosure Schedule sets forth a complete and accurate list of all Company Options outstanding as of the date of this Agreement and the exercise price of each outstanding Company Option.

Capital Structure. The authorized capital stock of the Company consists of 1,000 8,133,333 shares, of which 8,000,000 shares of common are designated Company Common Stock and 133,333 shares are designated preferred stock, all of which are issued and outstandingpar value $0.0001 per share (the “Preferred Stock”). Except as set forth above, no shares of capital stock or other voting securities of the Company are issued, reserved for issuance or outstanding. The Company is the sole record and beneficial owner of all At least eighty-three percent (83%) of the issued and outstanding capital stock Shares are owned beneficially and of each Company Subsidiary. All outstanding shares of record by the capital stock of the Company and each Company Subsidiary are duly authorized, validly issued, fully paid and nonassessable and not subject to or issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the applicable corporate laws of the State of Delaware, the Company Constituent Instruments or any Contract (as defined in Section 3.05) to which the Company is a party or otherwise bound. There are not any bonds, debentures, notes or other indebtedness of Company or any Company Subsidiary having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of Company Stock or the common stock of any Company Subsidiary may vote (“Voting Company Debt”). Except as set forth above, as of the date of this Agreement, there are not any options, warrants, rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contracts, arrangements or undertakings of any kind to which the Company or any Company Subsidiary is a party or by which any of them is bound (a) obligating the Company or any Company Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity interests in, or any security convertible or exercisable for or exchangeable into any capital stock of or other equity interest in, the Company or any Company Subsidiary or any Voting Company Debt, (b) obligating the Company or any Company Subsidiary to issue, grant, extend or enter into any such option, warrant, call, right, security, commitment, Contract, arrangement or undertaking or (c) that give any person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights occurring to holders of the capital stock of the Company or of any Company SubsidiarySignificant Holders. As of the date of this Agreement, there are not any (i) 5,120,102 shares of Company Common Stock and no shares of Preferred Stock, were issued and outstanding, (ii) no shares of Company Common Stock and no shares of Preferred Stock were held in treasury, (iii) options to purchase 1,183,056 shares of Company Common Stock were issued and outstanding contractual obligations and (iv) warrants to purchase 36,661 shares of Company Common Stock were issued and outstanding. As of the date hereof, the Company to repurchasehas (A) reserved 1,307,122 shares of Company Common Stock for issuance under the Company’s 2010 Stock Plan and (B) reserved 206,667 shares of Company Common Stock for issuance under the Company’s 2005 Stock Plan. Other than the Company’s 2005 Option Plan and 2010 Option Plan, redeem neither the Company nor any of its Subsidiaries maintains nor has any obligations under any stock option plan or otherwise acquire any other equity compensation related plans or agreements. All of the issued and outstanding shares of Company Common Stock have been, and all shares of capital stock of the Company issuable upon the exercise of outstanding securities when issued will be, duly authorized and are validly issued and are fully paid and nonassessable. No issued and outstanding shares of the Company’s capital stock are subject to a repurchase or redemption right or right of first refusal or condition of forfeiture in favor of the Company, and no shares of Company Common Stock are subject to vesting restrictions. Since September 30, 2008, the Company has not declared or paid, or become responsible to declare or pay, and the Company is not responsible for or have any obligation to declare or pay, a dividend or other distribution on its securities or otherwise combined, split, recapitalized or taken similar actions with respect to its outstanding capital stock. All securities repurchased, redeemed or reacquired by the Company were reacquired in compliance, in all material respects, with (i) the applicable provisions of the DGCL and all other applicable Laws, and (ii) all requirements, in all material respects, set forth in applicable Contracts with securityholders applicable therein.

Capital Structure. The authorized capital stock As of the date hereof: (A) 498,032,412 Company Series A Units were issued and outstanding; (B) 38,098,195 Company Series B Units were issued and outstanding, including 22,890,207 Company Series B Units which were unvested and subject to restrictions under a Company equity plan (collectively, “Company Membership Interests”); (C) no Company Units were subject to issuance upon exercise of outstanding options to acquire Company Units; and (D) no Voting Debt of the Company consists of 1,000 shares of common stock, all of which are issued and outstanding. Except as set forth above, no shares of capital stock or other voting securities of the Company are issued, reserved for issuance or outstanding. The Company is the sole record and beneficial owner of all of the was issued and outstanding capital stock of each Company Subsidiaryor authorized for issuance. All outstanding shares of the capital stock of the Company and each Company Subsidiary are duly authorizedThe term “Voting Debt” means, validly issuedwith respect to any Person, fully paid and nonassessable and not subject to or issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the applicable corporate laws of the State of Delaware, the Company Constituent Instruments or any Contract (as defined in Section 3.05) to which the Company is a party or otherwise bound. There are not any bonds, debentures, notes or other indebtedness of Company or any Company Subsidiary Indebtedness having the right to vote (or convertible into, or exchangeable for, into securities having the right to vote) on any matters on which holders the equityholders of such Person may vote. All outstanding Company Stock Units are validly issued, fully paid and non-assessable (except as such non-assessability may be affected by Sections 18-607 and 18-804 of the DLLCA) and are not subject to preemptive rights or any other Encumbrances. As of the common date hereof, there are no outstanding Company Units other than the Company Units described in the first sentence of this Section 3.1(b). There are no outstanding options, warrants or other rights to subscribe for, purchase or acquire from the Company or any of its Subsidiaries any Company Units or other equity interests in the Company or securities convertible into or exchangeable or exercisable for Company Membership Interests All outstanding shares of capital stock of the Subsidiaries of the Company are owned by the Company, or a direct or indirect wholly-owned Subsidiary of the Company, free and clear of all liens, pledges, charges, encumbrances, claims, mortgages, deeds of trust, security interests, restrictions, rights of first refusal, licenses, covenants not to sxx or assert, defects in title, or other burdens, options or encumbrances of any Company Subsidiary may vote kind (“Voting Company DebtEncumbrances”). Except as set forth abovein this Section 3.1(b), as of and prior to giving effect to the date of this AgreementPre-Closing Transactions, there are not no: (1) securities of the Company or any Subsidiary of the Company convertible into or exchangeable or exercisable for Company Membership Interests, Company Voting Debt or other voting securities of the Company or any Subsidiary of the Company, or (2) options, warrants, calls, rights (including preemptive rights), convertible commitments or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contracts, arrangements or undertakings of any kind agreements to which the Company or any Subsidiary of the Company Subsidiary is a party or by which any of them it is bound (a) in any case obligating the Company or any Subsidiary of the Company Subsidiary to issue, deliver deliver, sell, purchase, redeem or sellacquire, or cause to be issued, delivered delivered, sold, purchased, redeemed or soldacquired, additional shares of capital stock or other equity interests in, or any security convertible or exercisable for or exchangeable into any capital stock of Company Voting Debt or other equity interest in, voting securities of the Company or of any Company Subsidiary of the Company, or any Voting Company Debt, (b) obligating the Company or any Subsidiary of the Company Subsidiary to issue, grant, extend or enter into any such option, warrant, call, right, securitycommitment or agreement. There are not any stockholder agreements, commitment, Contract, arrangement voting trusts or undertaking other agreements or (c) that give any person the right understandings to receive any economic benefit or right similar to or derived from the economic benefits and rights occurring to holders of the capital stock of which the Company is a party or by which it is bound relating to the voting of any Company Subsidiary. As of the date of this Agreement, there are not any outstanding contractual obligations of the Company to repurchase, redeem or otherwise acquire any shares of capital stock of the CompanyMembership Interests.

Capital Structure. The (a) As of October 31, 2000, the authorized capital stock of the Company consists Commerce One consisted of 1,000 950,000,000 shares of common stock, all Commerce One Common Stock of which are 192,883,704 shares were issued and outstanding. Except as set forth above, no and 50,000,000 shares of capital stock or other voting securities undesignated Preferred Stock, $0.0001 par value ("COMMERCE ONE PREFERRED STOCK"), none of the Company are issued, reserved for issuance which were issued or outstanding. The Company is the sole record All such shares of Commerce One Common Stock have been duly authorized, and beneficial owner of all of the such issued and outstanding capital stock of each Company Subsidiary. All outstanding shares of the capital stock of the Company and each Company Subsidiary are duly authorized, have been validly issued, are fully paid and nonassessable and not subject to or issued in violation are free of any liens or encumbrances other than any liens or encumbrances created by or imposed upon the holders thereof. As of October 31, 2000, Commerce One has authorized 74,552,484 shares of Commerce One Common Stock for issuance, pursuant to its incentive, nonqualified, employee, and director stock and option or stock purchase optionplans (the "PLANS"), call option, right 44,476,360 of first refusal, preemptive right, subscription right or any similar right under any provision which were issuable upon exercise of the applicable corporate laws of the State of Delaware, the Company Constituent Instruments or any Contract (as defined in Section 3.05) to which the Company is a party or otherwise bound. There are not any bonds, debentures, notes or other indebtedness of Company or any Company Subsidiary having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of Company Stock or the common such outstanding stock of any Company Subsidiary may vote (“Voting Company Debt”). Except as set forth above, options as of the date such date. In addition, 9,256,000 other shares of this Agreement, there Commerce One Common Stock are not any optionsissuable pursuant to stock options (other than those described above), warrants, rights, convertible or exchangeable securities or other agreements outstanding as of October 31, 2000. Except as set forth in this Section 5.4(a) or as contemplated by this Agreement, as of October 31, 2000, there are no other options, warrants, calls, rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contracts, arrangements commitments or undertakings agreements of any kind character to which the Company or any Company Subsidiary Commerce One is a party or by which any of them it is bound (a) obligating the Company or any Company Subsidiary Commerce One to issue, deliver deliver, sell, repurchase or sellredeem, or cause to be issued, delivered or delivered, sold, additional repurchased or redeemed, any shares of capital stock or other equity interests in, or any security convertible or exercisable for or exchangeable into any the capital stock of or other equity interest in, the Company Commerce One or any Company Subsidiary securities convertible into or any Voting Company Debt, (b) exchangeable for capital stock of Commerce One or obligating the Company or any Company Subsidiary Commerce One to issue, grant, extend or enter into any such option, warrant, call, right, securitycommitment or agreement, commitmentincluding but not limited to any shareholder rights plan (collectively, Contract, arrangement or undertaking or (c) that give any person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights occurring to holders of the capital stock of the Company or of any Company Subsidiary"EQUITY RIGHTS"). As of the date of this Agreementhereof, there are not any outstanding contractual obligations of the Company to repurchase, redeem or otherwise acquire any no additional shares of capital stock of Commerce One Common Stock, Commerce One Preferred Stock or other shares issuable pursuant to the CompanyPlans or Equity Rights that represent a material change to the foregoing, and, from October 31, 2000 until the date hereof, there has not been declared, effected or established a record date for, and neither Commerce One nor Holdco has entered into an agreement providing for, a Section 11(a) Transaction, an Adjustment Event or a shareholder rights plan.

Capital Structure. The authorized (a) Schedule 4.3(a) accurately and completely sets forth the capital stock structure of the Company consists and each of 1,000 shares its Subsidiaries including the number of common stock, all of membership interests or other equity interests which are authorized and which are issued and outstanding. Except as set forth above, no shares of capital stock or other voting securities of the Company are issued, reserved for issuance or outstanding. The Company is the sole record and beneficial owner of all All of the issued and outstanding capital stock of each Company Subsidiary. All outstanding shares of the capital stock membership interests or other equity interests of the Company and each Company Subsidiary of its Subsidiaries (x) are duly authorized, validly issued, fully paid and nonassessable nonassessable, (y) are held of record by the Persons and in the amounts set forth on Schedule 4.3(a), and (z) were not subject to issued or issued acquired by the holders thereof in violation of any purchase optionLaw, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the applicable corporate laws of the State of Delaware, the Company Constituent Instruments or any Contract (as defined in Section 3.05) to which the Company is a party or otherwise bound. There are not any bonds, debentures, notes or other indebtedness of Company or any Company Subsidiary having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of Company Stock agreement or the common stock preemptive rights of any Company Subsidiary may vote (“Voting Company Debt”)Person. Except as set forth aboveon Schedule 4.3(a), as no membership interests or other equity interests of the date Company or any of this Agreementits Subsidiaries are reserved for issuance or are held as treasury shares, and (i) there are not any no outstanding options, warrants, rights, calls, commitments, conversion rights, rights of exchange, subscriptions, claims of any character, agreements, obligations, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, securities or other plans or commitments, Contractscontingent or otherwise, arrangements or undertakings relating to the equity of any kind to which the Company or any Company Subsidiary is a party of its Subsidiaries; (ii) there are no outstanding contracts or by which other agreements of the Company, any of them is bound (a) obligating the Company or any Company Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity interests in, or any security convertible or exercisable for or exchangeable into any capital stock of or other equity interest inits Subsidiaries, the Company or any Company Subsidiary or any Voting Company DebtGoldsboro Parties or, (b) obligating to the Company or any Company Subsidiary to issue, grant, extend or enter into any such option, warrant, call, right, security, commitment, Contract, arrangement or undertaking or (c) that give any person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights occurring to holders Knowledge of the capital stock of the Company or of Goldsboro Parties, any Company Subsidiary. As of the date of this Agreement, there are not any outstanding contractual obligations of the Company other Person to repurchasepurchase, redeem or otherwise acquire any shares outstanding membership interests or other equity interests of capital stock the Company or any of its Subsidiaries, or securities or obligations of any kind convertible into any membership interests or other equity interests of the Company or any of its Subsidiaries; (iii) there are no dividends or distribution rights which have accrued or been declared but are unpaid on the membership interests or other equity interests of the Company or any of its Subsidiaries; (iv) there are no outstanding or authorized equity appreciation, phantom stock, equity plans or similar rights with respect to the Company or any of its Subsidiaries; and (v) there are no voting agreements or other membership agreements relating to the management or equity of the Company or any of its Subsidiaries. Except as set forth on Schedule 4.3(a), neither the Company nor any of its Subsidiaries has ever purchased, redeemed or otherwise acquired any membership interests, units or other equity interests of the Company or any of its Subsidiaries. Other than Xxxxxxx and Xxxxxx- Xxxxx, no other Person is the record holder of any membership interests, units or other equity interests in the Company. Schedule 4.3(a) also lists all non-cash dividends or distributions made by the Company to its members since January 3, 2010. To the Knowledge of any Goldsboro Party, no prior offer, issue, redemption, call, purchase, sale, transfer, negotiation or other transaction of any nature or kind with respect to any membership interests or other equity interests (including options, warrants or debt convertible into shares, options or warrants) of the Company, any of its Subsidiaries or any entity that has been merged into the Company or any such Subsidiary has given rise to any claim or action by any Person that is enforceable against the Company, any of its Subsidiaries, the Goldsboro Parties or the Purchaser, and no fact or circumstance exists that could give rise to any such right, claim or action. All redemptions or transfers of membership interests or other equity interests of the Company or any of its Subsidiaries since January 3, 2010 are set forth on Schedule 4.3(a).

Capital Structure. The As of the date hereof, the authorized capital stock of the Company consists of 1,000 60,000,000 shares of common Company Common Stock and 15,000,000 shares of undesignated preferred stock, par value $.01 per share ("Company Preferred Stock"). At the close of business on March 31, 1999, (i) 23,920,839 shares of Company Common Stock were issued and outstanding, all of which are issued were validly issued, fully paid and outstandingnonassessable and free of preemptive rights, (ii) no shares of Company Common Stock were held in the treasury of the Company or by Subsidiaries of the Company and (iii) 5,695,790 shares of Company Common Stock were reserved for issuance pursuant to outstanding options under the Company's stock plans described under Section 3.2 of the letter dated the date hereof and delivered on the date hereof by the Company to Parent, which letter relates to this Agreement and is designated therein as the Company Letter (the "Company Letter") (collectively, the "Company Stock Plans"). Except as set forth abovein Section 3.2 of the Company Letter, no options have been granted since March 31, 1999. At the close of business on March 31, 1999, the Company's outstanding 8% convertible subordinated debentures (the "Convertible Debentures") were convertible into approximately 231,373 shares of Company Common Stock. Except as set forth in Section 3.2 of the Company Letter, the Company Stock Plans are the only benefit plans of the Company or its Subsidiaries under which any securities of the Company or any of its Subsidiaries are issuable. No shares of Company Preferred Stock are outstanding. As of the date of this Agreement, except (i) as set forth above or (ii) as set forth in Section 3.2 of the Company Letter, no shares of capital stock or other voting securities of the Company are or any Subsidiary were issued, reserved for issuance or outstanding. The Company is the sole record and beneficial owner of all of the issued and outstanding capital stock of each Company Subsidiary. All outstanding shares of the capital stock of the Company and each Company Subsidiary are duly authorized, validly issued, fully paid and nonassessable and not subject to or issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the applicable corporate laws of the State of Delaware, the Company Constituent Instruments or any Contract (as defined in Section 3.05) to which the Company is a party or otherwise bound. There are not any bonds, debentures, notes or other indebtedness of Company or any Company Subsidiary having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of Company Stock or the common stock of any Company Subsidiary may vote (“Voting Company Debt”). Except as set forth above, as As of the date of this Agreement, except as set forth in Section 3.2 of the Company Letter, there are not any no options, warrants, rightscalls, convertible rights or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contracts, arrangements or undertakings of any kind agreements to which the Company or any Company Subsidiary of its Subsidiaries is a party or by which any of them is bound (a) obligating the Company or any Company Subsidiary of its Subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity interests in, or any security convertible or exercisable for or exchangeable into any capital stock of or other equity interest in, the Company or any Company Subsidiary of its Subsidiaries or any Voting Company Debt, (b) obligating the Company or any Company Subsidiary of its Subsidiaries to issue, grant, extend or enter into any such option, warrant, call, right, security, commitment, Contract, arrangement right or undertaking or (c) that give any person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights occurring to holders of the capital stock of the Company or of any Company Subsidiaryagreement. As of the date of this Agreement, there are not any Each outstanding contractual obligations of the Company to repurchase, redeem or otherwise acquire any shares share of capital stock of each Subsidiary of the Company that is a corporation is duly authorized, validly issued, fully paid and nonassessable and, except as set forth in Section 3.2 of the Company Letter, each such share is owned by the Company or another Subsidiary of the Company, free and clear of all security interests, liens, claims, pledges, options, rights of first refusal, agreements, limitations on voting rights, charges and other encumbrances of any nature whatsoever. Other than the Convertible Debentures, the Company does not have any outstanding bonds, debentures, notes or other obligations the holders of which have the right to vote (or convertible into or exercisable for securities having the right to vote) with the stockholders of the Company on any matter. Exhibit 21 to the Company's Annual Report on Form 10-K for the year ended December 31, 1998, as filed with the SEC (the "Company Annual Report"), is a true, accurate and correct statement in all material respects of all of the information as of December 31, 1998 required to be set forth therein by the regulations of the SEC.

Capital Structure. (i) The authorized capital stock of the Company consists of 1,000 (x) 40,000,000 Shares, of which 20,124,989 Shares were outstanding as of the close of business on November 15, 2005 and (y) 1,000,000 shares of common stockpreferred stock of the Company, all of which no shares are issued and outstandingoutstanding as of the date hereof. Except as set forth aboveAll of the outstanding Shares have been duly authorized and are validly issued, fully paid and nonassessable. Other than 2,227,300 Shares reserved for issuance under the Company’s 1995 Stock Incentive Plan for Key Employees, Director Stock Option Plan and 2003 Equity Compensation Plan and the options issued pursuant to the agreements listed in Section 5.1(b) of the Company Disclosure Letter (the “Stock Plans”), and the standby commitment stock options granted to certain members of the JP Acquisition Fund Group, the Company has no Shares reserved for issuance. Section 5.1(b)(i) of the Company Disclosure Letter contains a correct and complete list of options, restricted stock and performance share rights under the Stock Plans, including the holder, date of grant, term, number of Shares and, where applicable, exercise price and vesting schedule, including whether the vesting will be accelerated by the execution of this Agreement or consummation of the Merger or by termination of employment or change of position following consummation of the Merger. Each of the outstanding shares of capital stock or other voting securities of the Company are issued, reserved for issuance or outstanding. The Company is the sole record and beneficial owner of all each of the issued and outstanding capital stock of each Company Subsidiary. All outstanding shares of the capital stock of the Company and each Company Subsidiary are Company’s Subsidiaries is duly authorized, validly issued, fully paid and nonassessable and not subject to owned by the Company or issued in violation by a direct or indirect wholly-owned Subsidiary of the Company, free and clear of any purchase optionlien, call optioncharge, right of first refusalpledge, preemptive rightsecurity interest, subscription right or any similar right under any provision of the applicable corporate laws of the State of Delaware, the Company Constituent Instruments or any Contract (as defined in Section 3.05) to which the Company is a party or otherwise bound. There are not any bonds, debentures, notes claim or other indebtedness of Company or any Company Subsidiary having the right to vote encumbrance (or convertible intoeach, or exchangeable for, securities having the right to vote) on any matters on which holders of Company Stock or the common stock of any Company Subsidiary may vote (a “Voting Company DebtLien”). Except as set forth above, as of the date of this Agreement, there are not any no preemptive or other outstanding rights, options, warrants, rights, convertible or exchangeable securities, “phantom” stock conversion rights, stock appreciation rights, stock-based performance unitsredemption rights, commitmentsrepurchase rights, Contractsagreements, arrangements arrangements, calls, commitments or undertakings rights of any kind to which that obligate the Company or any Company Subsidiary is a party of its Subsidiaries to issue or by which sell any of them is bound (a) obligating the Company or any Company Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity interests in, or any security convertible or exercisable for or exchangeable into any capital stock securities of or other equity interest in, the Company or any Company Subsidiary of its Subsidiaries or any Voting Company Debtsecurities or obligations convertible or exchangeable into or exercisable for, (b) obligating or giving any Person a right to subscribe for or acquire, any securities of the Company or any of its Subsidiaries, and no securities or obligations evidencing such rights are authorized, issued or outstanding. Upon any issuance of any Shares in accordance with the terms of the Stock Plans, such Shares will be duly authorized, validly issued, fully paid and nonassessable and free and clear of any Liens. The Company Subsidiary to issuedoes not have outstanding any bonds, grantdebentures, extend notes or enter into any such option, warrant, call, right, security, commitment, Contract, arrangement or undertaking or (c) that give any person other obligations the holders of which have the right to receive any economic benefit vote (or convertible into or exercisable for securities having the right similar to or derived from vote) with the economic benefits and rights occurring to holders of the capital stock stockholders of the Company or of on any Company Subsidiary. As of the date of this Agreement, there are not any outstanding contractual obligations of the Company to repurchase, redeem or otherwise acquire any shares of capital stock of the Companymatter.

Capital Structure. The authorized capital stock of the Company ----------------- consists of 1,000 100,000,000 shares of common Company Common Stock and 10,000,000 shares of preferred stock, all par value $.01 per share ("COMPANY PREFERRED ----------------- STOCK"). At the close of which are business on June 25, 2001, (i) 37,653,461 shares ----- of Company Common Stock were issued and outstanding. Except as set forth above, none of which shares are subject to restrictions (other than with respect to Rule 144 of the Securities Act) or forfeiture risks, (ii) no shares of Company Common Stock were held by the Company in its treasury, (iii) 7,080,696 shares of Company Common Stock were issuable pursuant to outstanding Company Stock Options, and (iv) no shares of Company Preferred Stock were issued or outstanding. Since June 25, 2001, except as permitted by Section 4.1(a)(ii) of this Agreement, (i) there have been no issuances of capital stock or other voting securities of the Company are (or securities convertible into or exchangeable or exercisable for such capital stock) other than issuances of Company Common Stock pursuant to the exercise of options outstanding on June 25, 2001 under Company Stock Plans, and (ii) no options, warrants, securities convertible into, or commitments with respect to the issuance of shares of Company Common Stock have been issued, reserved for issuance granted or outstanding. The Company is the sole record and beneficial owner of all of the issued and outstanding capital stock of each Company Subsidiarymade. All outstanding shares of the capital stock of the Company are, and each all shares which may be issued pursuant to the Company Subsidiary are Stock Plans will be, when issued in accordance with the terms thereof, duly authorized, validly issued, fully paid and nonassessable and not subject to or issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the applicable corporate laws of the State of Delaware, the Company Constituent Instruments or any Contract (as defined in Section 3.05) to which the Company is a party or otherwise boundrights. There are not any no bonds, debentures, notes or other indebtedness of the Company or any Company Subsidiary having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders stockholders of the Company Stock or the common stock of any Company Subsidiary may vote (“Voting Company Debt”)vote. Except (i) as set forth aboveabove in this Section 3.1(c), and (ii) for shares of Company Common Stock reserved for issuance under any plan or arrangement providing for the grant of options to purchase shares of Company Common Stock to current or former officers, directors, employees or consultants of the Company or its Subsidiaries or resulting from the issuance of shares of Company Common Stock pursuant to Stock Options outstanding as of the date close of this Agreementbusiness on June 25, 2001, (x) there are not issued, issuable, reserved for issuance or outstanding (A) any shares of capital stock or other voting securities of the Company, (B) any securities of the Company convertible into or exchangeable or exercisable for shares of capital stock or voting securities of the Company, (C) any warrants, calls, options or other rights to acquire from the Company or any Subsidiary of the Company, and no obligation of the Company or any Subsidiary of the Company to issue, any capital stock, voting securities or securities convertible into or exchangeable or exercisable for capital stock or voting securities of the Company or (D) stock appreciation rights or rights to receive shares of Company Common Stock on a deferred basis granted under the Company Stock Plans or otherwise; and (y) there are not any options, warrants, rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contracts, arrangements or undertakings outstanding obligations of any kind to which the Company or any Company Subsidiary is a party or by which any of them is bound (a) obligating the Company to repurchase, redeem or otherwise acquire any Company Subsidiary such securities or to issue, deliver or sell, or cause to be issued, delivered or sold, additional any such securities. Neither the Company nor any Subsidiary is a party to any voting agreement with respect to the voting of any such securities. Except as set forth in this Section 3.1(c), there are no issued, issuable, reserved for issuance or outstanding (A) securities of the Company or any Subsidiary of the Company convertible into or exchangeable or exercisable for shares of capital stock or other equity voting securities or ownership interests in any Subsidiary of the Company, (B) warrants, calls, options or other rights to acquire from the Company or any Subsidiary of the Company, and no obligation of the Company or any Subsidiary of the Company to issue, any capital stock, voting securities or other ownership interests in, or any security securities convertible into or exchangeable or exercisable for or exchangeable into any capital stock of stock, voting securities or other equity interest ownership interests in, any Subsidiary of the Company or (C) obligations of the Company or any Company Subsidiary or any Voting Company Debt, (b) obligating the Company or any Company Subsidiary to issue, grant, extend or enter into any such option, warrant, call, right, security, commitment, Contract, arrangement or undertaking or (c) that give any person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights occurring to holders of the capital stock of the Company or of any Company Subsidiary. As of the date of this Agreement, there are not any outstanding contractual obligations of the Company to repurchase, redeem or otherwise acquire any shares such outstanding securities of capital stock Subsidiaries of the Company or to issue, deliver or sell, or cause to be issued, delivered or sold, any such securities. Except as set forth above in this Section 3.1(c), neither the Company nor any Subsidiary is a party to or bound by any agreement regarding any securities of the Company or any Subsidiary of the Company.

Capital Structure. (a) The authorized capital stock of the Company consists of 1,000 10,000,000 shares of common stockCompany Common Stock (as defined in Section 8.4), all and 2,000,000 shares of Company Preferred Stock (as defined in Section 8.4), of which there are issued and outstandingoutstanding 6,001,573 shares of Company Common Stock and no shares of Company Preferred Stock. Except There are no declared or accrued but unpaid dividends with respect to any shares of Company Common Stock or any shares of any Subsidiary of the Company, nor has any distribution of any assets of the Company or any Subsidiary of the Company been declared or paid or otherwise effected. Other than as set forth abovein the first sentence of this Section 2.2(a), there are no shares of capital stock or other voting securities of the Company are issued, reserved for issuance or outstanding. The Company is the sole record and beneficial owner of all of the issued and outstanding capital stock shares of each Company SubsidiaryCapital Stock (as defined in Section 8.4). All issued and outstanding shares of the capital stock of the Company and each Company Subsidiary Capital Stock are duly authorized, validly issued, fully paid and nonassessable non-assessable and not subject to or issued in violation are free of any purchase optionEncumbrances, call optionpreemptive rights, right rights of first refusalrefusal and “put” or “call” rights created by statute, preemptive right, subscription right the Company’s organizational documents or any similar right under any provision agreement to which Company is a party or by which it is bound or of which Seller has knowledge. Except as set forth in Section 2.2(a) of the applicable corporate laws of the State of Delaware, Disclosure Schedule and the Company Constituent Instruments or any Contract (as defined in Section 3.05) Stock Plan, there are no Contracts to which the Company is a party or otherwise bound. There are not any bondsparty, debentures, notes or other indebtedness of Company or any Company Subsidiary having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of Company Stock or the common stock of any Company Subsidiary may vote (“Voting Company Debt”). Except as set forth above, as of the date of this Agreement, there are not any options, warrants, rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contracts, arrangements or undertakings of any kind to which the Company or any Company Subsidiary is a party or by which any of them it is bound (a) bound, obligating the Company or any Company Subsidiary to issue, deliver deliver, sell, repurchase or sellredeem, or cause to be issued, delivered or delivered, sold, additional repurchased or redeemed, any shares of capital stock any Company Capital Stock or other equity interests in, or any security convertible or options exercisable for Company Capital Stock or exchangeable into any capital stock of or other equity interest in, the Company or any Company Subsidiary or any Voting Company Debt, (b) obligating the Company or any Company Subsidiary to issue, grant, extend extend, accelerate the vesting and/or repurchase rights of, change the price of, or otherwise amend or enter into any such option, warrant, call, right, security, commitment, Contract, arrangement commitment or undertaking or (cagreement. Except as set forth in Section 2.2(a) that give any person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights occurring to holders of the capital stock Disclosure Schedule, there are no Contracts relating to voting, purchase or sale of any Company Capital Stock (i) between or among the Company and any of its security holders, and (ii) to Seller’s knowledge, between or among any of the Company’s security holders. All outstanding securities of the Company were issued or repurchased (in the case of any Company Subsidiary. As of the date of this Agreement, there are not any shares that were outstanding contractual obligations of the Company to repurchase, redeem or otherwise acquire any shares of capital stock of and repurchased by the Company) in compliance with all applicable Laws, including securities Laws.

Capital Structure. The authorized capital stock (a) Section 3.6(a) of the Company consists Disclosure Schedules sets forth a true and complete statement as of 1,000 shares January 31, 2024 of common stock, (i)(x) the number and class or series (as applicable) of all of which are the Equity Securities of each Company Party issued and outstanding and (y) the original face amount, and if applicable, accrued interest as of the January 31, 2024 (in the case of CPNs) of all Company Investment Securities issued and outstanding, (ii) the identity of the Persons that are the record and beneficial owners thereof, (iii) each such owner’s relative ownership percentage thereof in the case of Equity Securities and (iv) with respect to each Company Equity Award, (A) the date of grant, (B) any applicable exercise (or similar) price, (C) the expiration date, and (D) any applicable vesting schedule (including acceleration provisions). Except The exercise price of each Company Option is equal to or greater than the fair market value of a Company Share as set forth above, no shares of capital stock or other voting securities the date of grant of such Company Option within the meaning of Section 409A of the Code. All of the Equity Securities of each Company Party have been duly authorized and validly issued. All of the outstanding Company Shares are fully paid and non-assessable. The Equity Securities of each Company Party (1) have not been issued in violation of the Governing Documents of the Company are issued, reserved for issuance or outstanding. The any other Contract to which the Company is party or bound, (2) are not subject to and have not been issued in violation of any preemptive rights, call option, right of first refusal or first offer, subscription rights, transfer restrictions or similar rights of any Person and (3) have been offered, sold and issued in compliance with applicable Law, including Securities Laws. Except for the sole record and beneficial owner Company Equity Awards set forth on Section 3.6(a) of the Company Disclosure Schedules or the Company Equity Awards permitted by Section 6.1(b), no Company Party has any outstanding (x) equity appreciation, phantom equity or profit participation rights or (y) options, restricted stock, phantom stock, warrants, purchase rights, subscription rights, conversion rights, exchange rights, calls, puts, rights of first refusal or first offer or other Contracts that could require any Company Party to issue, sell or otherwise cause to become outstanding or to acquire, repurchase or redeem any Equity Securities or securities convertible into or exchangeable for Equity Securities of any Company Party. On the Closing Date after the time at which the First Effective Time occurs, all of the issued and outstanding capital stock of each Company Subsidiary. All outstanding shares of the capital stock of the Company and each Company Subsidiary are Topco Shares (I) will be duly authorized, validly issued, fully paid and nonassessable and not subject to or nonassessable, (II) will have been issued in compliance in all material respects with applicable Law, (III) will not have been issued in breach or violation of any purchase option, call option, right of first refusal, preemptive right, subscription right rights or any similar right under any provision of the applicable corporate laws of the State of Delaware, the Company Constituent Instruments or any Contract (as defined in Section 3.05) to which the Company Topco is a party or otherwise bound. There are not any bonds, debentures, notes or other indebtedness of Company or any Company Subsidiary having the right to vote bound and (or convertible into, or exchangeable for, securities having the right to voteIV) on any matters on which holders of Company Stock or the common stock will have been issued free and clear of any Company Subsidiary may vote Liens (“Voting Company Debt”). Except other than Liens as set forth above, as of the date of this Agreement, there are not any options, warrants, rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contracts, arrangements or undertakings of any kind to which the Company or any Company Subsidiary is a party or created by which any of them is bound (a) obligating the Company or any Company Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity interests in, or any security convertible or exercisable for or exchangeable into any capital stock of or other equity interest inTopco’s Governing Documents, the Company recipient of such Topco Shares or any Company Subsidiary or any Voting Company Debt, (b) obligating the Company or any Company Subsidiary to issue, grant, extend or enter into any such option, warrant, call, right, security, commitment, Contract, arrangement or undertaking or (c) that give any person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights occurring to holders of the capital stock of the Company or of any Company Subsidiary. As of the date of this Agreement, there are not any outstanding contractual obligations of the Company to repurchase, redeem or otherwise acquire any shares of capital stock of the Companyapplicable Securities Laws).

Capital Structure. The authorized capital stock of the Company consists of 1,000 40,000,000 shares of common Company Common Stock and 5,000,000 shares of preferred stock, all par value $.001 per share. At the close of which are business on September 11, 1997, (i) 11,968,588 shares of Company Common Stock were issued and outstanding, (ii) no shares of Company Common Stock were held by the Company in its treasury and (iii) 1,967,824 shares of Company Common Stock were reserved for issuance pursuant to outstanding Company Stock Plans (as defined in Section 5.06) (including 71,829 shares reserved pursuant to the ESPP (as defined in Section 3.01(l)). Except as set forth above, at the close of business on September 11, 1997, no shares of capital stock or other voting securities of the Company are were issued, reserved for issuance or outstanding. The There are no outstanding stock appreciation rights or rights (other than Stock Options (as defined in Section 5.06)) to receive shares of Company is Common Stock on a deferred basis granted under the sole record and beneficial owner of all of the issued and outstanding capital stock of each Company SubsidiaryStock Plans or otherwise. All outstanding shares of the capital stock of the Company are, and each all shares which may be issued pursuant to the Company Subsidiary are Stock Plans will be, when issued in accordance with the terms thereof, duly authorized, validly issued, fully paid and nonassessable and not subject to or issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the applicable corporate laws of the State of Delaware, the Company Constituent Instruments or any Contract (as defined in Section 3.05) to which the Company is a party or otherwise boundrights. There are not any no bonds, debentures, notes or other indebtedness of the Company or any Company Subsidiary having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders stockholders of the Company Stock or the common stock of any Company Subsidiary may vote (“Voting Company Debt”)vote. Except as set forth above, and except for Stock Options that may be granted as permitted under clause (z) of the date of this AgreementSection 4.01(a)(ii), there are not any no securities, options, warrants, calls, rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance unitscontracts, commitments, Contractsagreements, arrangements arrangements, obligations or undertakings of any kind to which the Company or any Company Subsidiary of its subsidiaries is a party party, or by which the Company or any of them its subsidiaries is bound (a) bound, obligating the Company or any Company Subsidiary of its subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity interests in, or any security convertible or exercisable for or exchangeable into any capital stock voting securities of or other equity interest in, the Company or any Company Subsidiary of its subsidiaries or any Voting Company Debt, (b) obligating the Company or any Company Subsidiary of its subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, securitycontract, commitment, Contractagreement, arrangement arrangement, obligation or undertaking or (c) that give any person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights occurring to holders of the capital stock of the Company or of any Company Subsidiaryundertaking. As of the date of this Agreement, there There are not any outstanding contractual obligations (i) of the Company or any of its subsidiaries to repurchase, redeem or otherwise acquire any shares of capital stock of the CompanyCompany or (ii) of the Company to vote or to dispose of any shares of the capital stock of any of its subsidiaries.

Capital Structure. The authorized capital stock of the Company consists of 1,000 13,000,000 Shares and 2,000,000 shares of common preferred stock, all par value $.01 per share (the "Preferred Shares"). As of which are the date hereof, (i) 5,568,104 Shares were issued and outstanding and no Preferred Shares were issued and outstanding, (ii) 255,998 Shares were reserved for issuance upon exercise of outstanding Options pursuant to the 1994 Stock Option Plan and (iii) 46,500 Shares were reserved for issuance upon exercise of outstanding Options pursuant to the 1994 Non-Employee Director Stock Option Plan. Except as set forth aboveabove or on Schedule 3.3 of the Company Disclosure Schedule, as of the date of this Agreement: (i) no shares of capital stock or other voting securities of the Company are issued, reserved for issuance or outstanding. The ; (ii) there are no stock appreciation rights, phantom stock units, restricted stock grants, contingent stock grants or Benefit Plans which grant awards of any of the foregoing, and there are no other outstanding contractual rights to which the Company is a party the sole record and beneficial owner value of which is based on the value of Shares; (iii) all of the issued and outstanding capital stock of each Company Subsidiary. All outstanding shares of the capital stock of the Company are, and each Company Subsidiary are all of the Shares which may be exchanged for the Merger Consideration in the Merger will be, when so exchanged, duly authorized, validly issued, fully paid and nonassessable and not subject to or issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the applicable corporate laws of the State of Delaware, the Company Constituent Instruments or any Contract rights; and (as defined in Section 3.05iv) to which the Company is a party or otherwise bound. There there are not any no bonds, debentures, notes or other indebtedness of the Company or any Company Subsidiary having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders stockholders of the Company Stock or the common stock of any Company Subsidiary may vote (“Voting Company Debt”)vote. Except as set forth above, as of the date of this Agreement, there are not any no outstanding securities, options, warrants, calls, rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contractsagreements, arrangements or undertakings of any kind to which the Company or any Company Subsidiary of its Subsidiaries is a party or by which any of them is bound (a) obligating the Company or any Company Subsidiary of its Subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity interests in, or any security convertible or exercisable for or exchangeable into any capital stock voting securities of or other equity interest in, the Company or of any Company Subsidiary of its Subsidiaries or any Voting Company Debt, (b) obligating the Company or any Company Subsidiary of its Subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, security, commitment, Contractagreement, arrangement or undertaking or (c) that give any person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights occurring to holders of the capital stock undertaking. Except as set forth in Schedule 3.3 of the Company or of any Company Subsidiary. As of the date of this AgreementDisclosure Schedule, there are not no programs in place, nor any outstanding contractual obligations of the Company or any of its Subsidiaries, to repurchase, redeem or otherwise acquire any shares of capital stock of the CompanyCompany or any of its Subsidiaries.

Capital Structure. The authorized capital stock of the Company consists of 1,000 50,000,000 shares of common stockCompany Common Stock, all no par value, of which are there were issued and outstandingoutstanding as of the date hereof 9,479,845 shares held of record by 9 individuals. Except as set forth above, There are no other outstanding shares of capital stock or other voting securities and no outstanding commitments to issue any shares of capital stock or voting securities as of the date hereof, other than pursuant to the exercise of Company are issued, reserved for issuance or outstanding. The Company is the sole record and beneficial owner of all Options outstanding as of the issued and outstanding capital stock of each Company Subsidiarydate hereof. All outstanding shares of the capital stock of the Company and each Company Subsidiary Common Stock are duly authorized, validly issued, fully paid and nonassessable non-assessable and are free and clear of any liens or encumbrances other than any liens or encumbrances created by or imposed upon the holders thereof, and are not subject to preemptive rights or issued in violation of any purchase option, call option, right rights of first refusal, preemptive right, subscription right or any similar right under any provision of the applicable corporate laws of the State of Delawarerefusal created by statute, the Company Constituent Instruments articles of incorporation or any Contract (bylaws, each as defined in Section 3.05) to which the Company is a party or otherwise bound. There are not any bondsamended, debentures, notes or other indebtedness of Company or any Company Subsidiary having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of Company Stock or the common stock of any Company Subsidiary may vote (“Voting Company Debt”). Except as set forth above, as of the date of this Agreement, there are not any options, warrants, rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contracts, arrangements or undertakings of any kind agreement to which the Company or any Company Subsidiary is a party or by which it is bound. As of the date hereof, Company has reserved an aggregate of 2,000,000 shares of Company Common Stock for issuance to employees, consultants and directors pursuant to the Company Stock Option Plan, of which no shares have been issued pursuant to option exercises and 308,600 shares are subject to outstanding, unexercised Company Options. In addition, 556,747 shares of Company Common Stock are subject to Company Options that were granted prior to the adoption of the Company Stock Option Plan. Except as set forth in the preceding two sentences, Company has not issued or granted additional options under the Company Stock Option Plan or otherwise. Company has not issued or granted any direct stock purchases or awards, stock appreciation rights or performance units under the Company Stock Option Plan or otherwise. Except for the rights created pursuant to this Agreement and the Company Stock Option Plan and applicable option agreements, there are no other options, warrants, calls, rights, commitments or agreements of them any character to which Company is a party or by which it is bound (a) obligating the Company or any Company Subsidiary to issue, deliver deliver, sell, repurchase or sellredeem, or cause to be issued, delivered or delivered, sold, additional repurchased or redeemed, any shares of capital stock of Company or other equity interests inobligating Company to grant, extend, accelerate the vesting of, change the price of, or any security convertible or exercisable for or exchangeable into any capital stock of or other equity interest in, the Company or any Company Subsidiary or any Voting Company Debt, (b) obligating the Company or any Company Subsidiary to issue, grant, extend otherwise amend or enter into any such option, warrant, call, right, securitycommitment or agreement. Except for this Agreement and as provided by Section 5.10, commitmentthere are no contracts, Contractcommitments or agreements relating to voting, arrangement purchase or undertaking sale of Company's capital stock (i) between or among Company and any of its shareholders or (cii) that give between or among any person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights occurring to holders of the capital stock Company's shareholders. The terms of the Company or Stock Option Plan and Company Options permit the assumption of any Company Subsidiary. As all of the date of Company Options as provided in this Agreement, without the consent or approval of the holders of such securities, the Company's shareholders, or otherwise. True and complete copies of all agreements and instruments relating to Company Options or relating to or issued under the Company Stock Option Plan have been provided to Parent and such agreements and instruments have not been amended, modified or supplemented, and there are not no agreements to amend, modify or supplement such agreements or instruments, from the form provided to Parent in any particular case or generally. All outstanding contractual obligations of the Company to repurchase, redeem or otherwise acquire any shares of capital stock of the CompanyCompany Common Stock and all Company Options were issued in compliance with all applicable federal and state securities laws.

Capital Structure. (i) The authorized capital stock of the Company ----------------- consists of 1,000 (i) 100,000,000 Shares and (ii) 10,000,000 shares of common preferred stock, all $1.00 par value per share. At the close of which are business on November 12, 1997: (i) 13,482,249 Shares were issued and outstanding. Except as set forth above, (ii) 2,258,887 Shares were reserved for issuance pursuant to the Stock Option Plan and those certain option agreements with respect to HFS Holdings, Inc. (which option agreements are described in Section 4.1(b) of the Disclosure Schedule), (iii) no Shares were held by the Company in its treasury and (iv) no shares of capital preferred stock or other voting securities of the Company are issued, reserved for issuance or outstanding. The Company is the sole record and beneficial owner of all of the were issued and outstanding capital stock of each Company Subsidiaryoutstanding. All outstanding shares of the capital stock of the Company have been duly authorized and each Company Subsidiary are duly authorized, validly issued, and are fully paid and nonassessable and not subject to preemptive or issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the applicable corporate laws of the State of Delaware, the Company Constituent Instruments or any Contract (as defined in Section 3.05) to which the Company is a party or otherwise boundrights. There are not any bonds, No bonds debentures, notes or other indebtedness of the Company or any Subsidiary of the Company Subsidiary having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders the stockholders of the Company Stock or any Subsidiary of the common Company may vote are issued or outstanding. Except as disclosed in Section 4.1(b) of the Disclosure Schedule, all the outstanding shares of capital stock of any each Subsidiary Corporation have been validly issued and are fully paid and nonassessable and are owned by the Company, by one or more wholly owned Subsidiaries of the Company Subsidiary may vote (“Voting or by the Company Debt”)and one or more such wholly owned Subsidiaries, free and clear of Liens. Except as set forth above, as above or in Section 4.1(b) of the date of Disclosure Schedule, and except for this Agreement, there are not any options, warrants, rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contracts, arrangements or undertakings of any kind to which neither the Company or nor any Company Subsidiary is a party or by which any of them is bound (a) obligating the Company has or, at or after the Effective Time will have, any Company Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity interests in, or any security convertible or exercisable for or exchangeable into any capital stock of or other equity interest in, the Company or any Company Subsidiary or any Voting Company Debt, (b) obligating the Company or any Company Subsidiary to issue, grant, extend or enter into any such outstanding option, warrant, call, subscription or other right, securityagreement or commitment which either (i) obligates the Company or any such Subsidiary to issue, commitmentsell or transfer, Contractrepurchase, arrangement redeem or undertaking otherwise acquire or (c) that give vote any person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights occurring to holders shares of the capital stock of the Company or any shares of any Company capital stock or other equity interests, as applicable, of such Subsidiary. As , (ii) restricts the voting, disposition or transfer of the date of this Agreement, there are not any outstanding contractual obligations of the Company to repurchase, redeem or otherwise acquire any shares of capital stock of the Company, or the capital stock or other equity interests of any Subsidiary of the Company. There are no outstanding stock appreciation rights or similar derivative securities or rights of the Company or any of its Subsidiaries. The Company has made available to Parent complete and correct copies of the Stock Option Plan and all forms of Options issued pursuant to the Stock Option Plan, including all amendments thereto. Section 4.1(b) of the Disclosure Schedule includes a complete and correct list setting forth as of the date hereof, (i) the number of Options outstanding, (ii) the dates on which such Options were granted and (iii) the exercise price of each outstanding Option.

Capital Structure. The authorized capital stock of the Company consists of 1,000 40,000,000 shares of common Company Common Stock and 5,000,000 shares of preferred stock, all par value $.001 per share. At the close of which are business on September 11, 1997, (i) 11,968,588 shares of Company Common Stock were issued and outstanding, (ii) no shares of Company Common Stock were held by the Company in its treasury and (iii) 1,967,824 shares of Company Common Stock were reserved for issuance pursuant to outstanding Company Stock Plans (as defined in Section 5.06) (including 71,829 shares reserved pursuant to the ESPP (as defined in Section 3.01(l)). Except as set forth above, at the close of business on September 11, 1997, no shares of capital stock or other voting securities of the Company are were issued, reserved for issuance or outstanding. The There are no outstanding stock appreciation rights or rights (other than Stock Options (as defined in Section 5.06)) to receive shares of Company is Common Stock on a deferred basis granted under the sole record and beneficial owner of all of the issued and outstanding capital stock of each Company SubsidiaryStock Plans or otherwise. All outstanding shares of the capital stock of the Company are, and each all shares which may be issued pursuant to the Company Subsidiary are Stock Plans will be, when issued in accordance with the terms thereof, duly authorized, validly issued, fully paid and nonassessable and not subject to or issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the applicable corporate laws of the State of Delaware, the Company Constituent Instruments or any Contract (as defined in Section 3.05) to which the Company is a party or otherwise boundrights. There are not any no bonds, debentures, notes or other indebtedness of the Company or any Company Subsidiary having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders stockholders of the Company Stock or the common stock of any Company Subsidiary may vote (“Voting Company Debt”)vote. Except as set forth above, and except for Stock Options that may be granted as permitted under clause (z) of the date of this AgreementSection 4.01(a)(ii), there are not any no securities, options, warrants, calls, rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance unitscontracts, commitments, Contractsagree ments, arrangements arrangements, obligations or undertakings of any kind to which the Company or any Company Subsidiary of its subsidiaries is a party party, or by which the Company or any of them its subsidiaries is bound (a) bound, obligating the Company or any Company Subsidiary of its subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity interests in, or any security convertible or exercisable for or exchangeable into any capital stock voting securities of or other equity interest in, the Company or any Company Subsidiary of its subsidiaries or any Voting Company Debt, (b) obligating the Company or any Company Subsidiary of its subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, securitycontract, commitment, Contractagreement, arrangement arrangement, obligation or undertaking or (c) that give any person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights occurring to holders of the capital stock of the Company or of any Company Subsidiaryundertaking. As of the date of this Agreement, there There are not any outstanding contractual obligations (i) of the Company or any of its subsidiaries to repurchase, redeem or otherwise acquire any shares of capital stock of the CompanyCompany or (ii) of the Company to vote or to dispose of any shares of the capital stock of any of its subsidiaries.

Capital Structure. The authorized and outstanding capital ----------------- stock of the Company consists as of 1,000 the date hereof is, and as of the Closing Date will be, as set forth in the Private Placement Memorandum under the caption "Capitalization." All of the outstanding shares of common stockthe Company's capital stock have been duly authorized and validly issued, are fully paid and nonassessable, were issued in compliance with all of which applicable federal and state securities laws and all applicable gaming laws and are not subject to, and were not issued and outstandingin violation of, any preemptive or similar rights. Except as set forth above, no shares of capital stock or other voting securities of in the Company are issued, reserved for issuance or outstanding. The Company is the sole record and beneficial owner of all of the issued and outstanding capital stock of each Company Subsidiary. All outstanding shares of the capital stock of the Company and each Company Subsidiary are duly authorized, validly issued, fully paid and nonassessable and not subject to or issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the applicable corporate laws of the State of Delaware, the Company Constituent Instruments or any Contract (as defined in Section 3.05) to which the Company is a party or otherwise bound. There are not any bonds, debentures, notes or other indebtedness of Company or any Company Subsidiary having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of Company Stock or the common stock of any Company Subsidiary may vote (“Voting Company Debt”). Except as set forth above, as of the date of this AgreementPrivate Placement Memorandum, there are not any no outstanding securities, options, warrants, calls, rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance unitscontracts, commitments, Contractsagreements, arrangements arrangements, understandings or undertakings of any kind to which the Company or any Company Subsidiary of its subsidiaries is a party party, or by which any of them is bound (a) bound, obligating the Company or any Company Subsidiary of its subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity interests in, or any security convertible or exercisable for or exchangeable into any capital stock securities of or other equity interest in, the Company or any Company Subsidiary of its subsidiaries, or any Voting securities convertible into or exercisable or exchangeable for any shares of capital stock or other securities of the Company Debtor any of its subsidiaries, (b) or obligating the Company or any Company Subsidiary of its subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, securitycontract, commitment, Contractagreement, arrangement arrangement, understanding or undertaking undertaking. Except as set forth on Schedule 2.3 of the Schedule of Exceptions attached as Schedule A hereto (the "Schedule of Exceptions"), there are no contracts, commitments, agreements, arrangements, understandings or (c) that give undertakings of any kind to which the Company or any of its subsidiaries is a party, or by which any of them is bound, granting to any person the right to receive require the Company to file a registration statement under the Securities Act with respect to any economic benefit or right similar to or derived from the economic benefits and rights occurring to holders of the capital stock securities of the Company or of any Company Subsidiary. As of the date of this Agreement, there are not any outstanding contractual obligations of requiring the Company to repurchase, redeem or otherwise acquire include such securities with Common Shares registered pursuant to any shares of capital stock of the Companyregistration statement.

Capital Structure. (a) The authorized registered (authorized) share capital stock of the Company consists of 1,000 shares 30,000,000 Company Shares. At the close of common stockbusiness on September 12, all of which are 2011, (i) 17,264,805 Company Shares were issued and outstanding, including 1,959,093 Company Shares held by the Company in its treasury, and (ii) 5,642,815 Company Shares were reserved for issuance under Company Employee Plans, of which 1,634,924 were subject to outstanding options or the grant of rights to purchase Company Shares, 397,238 were restricted Company Shares and 708,533 Company Shares were available for future option or restricted share grants. Except as set forth above, at the close of business on September 12, 2011, no shares of capital stock or other voting securities of the Company are were issued, reserved for issuance or outstanding. The Company is the sole record and beneficial owner of all of the issued and outstanding capital stock of each Company Subsidiary. All outstanding Company Shares are, and all such shares of that may be issued prior to the capital stock of the Company and each Company Subsidiary are Effective Time will be when issued, duly authorized, validly issued, fully paid and nonassessable and not subject to or issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the applicable corporate laws of the State of DelawareIsraeli Companies Law, the Company Constituent Instruments Charter Documents or any Contract (as defined in Section 3.05) to which the Company is a party or otherwise bound. There are not any no bonds, debentures, notes or other indebtedness of the Company or any Company Subsidiary having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of Company Stock or the common stock of any Company Subsidiary Shares may vote (“Voting Company Debt”). Except as set forth above, as of the date of this Agreement, there are not any no options, warrants, rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contracts, arrangements or undertakings of any kind to which the Company or any Company Subsidiary of its Subsidiaries is a party or by which any of them is bound (ai) obligating the Company or any Company Subsidiary of its Subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity interests in, or any security convertible or exercisable for or exchangeable into any capital stock of or other equity interest in, the Company or of any Company Subsidiary of its Subsidiaries or any Voting Company Debt, Debt or (bii) obligating the Company or any Company Subsidiary of its Subsidiaries to issue, grant, extend or enter into any such option, warrant, call, right, security, commitment, Contract, arrangement or undertaking or (c) that give any person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights occurring to holders of the capital stock of the Company or of any Company Subsidiaryundertaking. As of the date of this Agreement, there are not any no outstanding contractual obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any shares of capital stock of the CompanyCompany or any of its Subsidiaries.

Capital Structure. The authorized equity capital stock of the Company consists of 1,000 shares 100 million Shares. At the close of common stockbusiness on October 24, all of which are 1996, (i) 18,757,034 Shares were issued and outstanding, (ii) no Shares were held by the Company in its treasury, (iii) 1,000,000 Shares were reserved for issuance pursuant to, and 86,500 Shares were subject to outstanding options under, the Company's Employee Stock Option Plan, (iv) not more than 3,299,180 Shares were reserved for issuance 16 11 and issuable upon conversion of the Company's 6.5% Convertible Subordinated Debentures Due 2003 (the "Convertible Debentures"), and (v) Shares reserved for issuance in connection with the Rights. Except as set forth above, at the close of business on October 24, 1996, no capital shares of capital stock or other voting securities of the Company are were issued, reserved for issuance or outstanding. The Company is the sole record and beneficial owner of all of the issued and There are no outstanding capital stock of each Company SubsidiarySARs (as defined in Section 6.05) that were not granted in tandem with a related Employee Option (as defined in Section 6.05). All outstanding capital shares of the capital stock of Company are, and all Shares that may be issued pursuant to the Company and each Company Subsidiary are Company's Employee Stock Option Plan will be, when issued, duly authorized, validly issued, fully paid and nonassessable and not subject to or issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the applicable corporate laws of the State of Delaware, the Company Constituent Instruments or any Contract (as defined in Section 3.05) to which the Company is a party or otherwise boundrights. There are not any bonds, debentures, notes or other indebtedness of the Company or any Company Subsidiary having the right to vote (or or, other than the Convertible Debentures, convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders shareholders of the Company Stock or the common stock of any Company Subsidiary may vote (“Voting Company Debt”)vote. Except as set forth above, as of the date of this Agreement, there are not any securities, options, warrants, calls, rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contractsagreements, arrangements or undertakings of any kind to which the Company or any Company Subsidiary of its subsidiaries is a party or by which any of them is bound (a) obligating the Company or any Company Subsidiary of its subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional capital shares of capital stock or other equity interests in, or any security convertible or exercisable for or exchangeable into any capital stock voting securities of or other equity interest in, the Company or of any Company Subsidiary of its subsidiaries or any Voting Company Debt, (b) obligating the Company or any Company Subsidiary of its subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, security, commitment, Contractagreement, arrangement or undertaking or (c) that give any person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights occurring to holders of the capital stock of the Company or of any Company Subsidiaryundertaking. As of the date of this Agreement, there are not any outstanding contractual obligations of the Company or any of its subsidiaries to repurchase, redeem or otherwise acquire any capital shares of capital stock the Company or any of its subsidiaries. The Company has delivered to Parent a complete and correct copy of the CompanyRights Agreement as amended and supplemented to the date of this Agreement.

Capital Structure. The authorized capital stock of the Company Parent consists of 1,000 five hundred million (500,000,000) shares of common Parent Common Stock, par value $0.001 per share, and ten million (10,000,000) shares of preferred stock, all par value $0.01 per share, of which (i) 235,460,470 shares of Parent Common Stock are issued and outstanding; (ii) 2,200,000 shares of Interim Preferred are authorized, of which 0 shares are issued and outstanding; (iii) 4,300,000 shares of Series B Preferred Stock are authorized of which 4,212,645.28 shares are issued and outstanding; and (iv) no shares of Parent Common Stock or preferred stock are held by the Parent in its treasury. Immediately prior to the Closing, (A) counsel to the Parent shall release the signature pages it is holding in escrow under the Exchange Agreement which shall cause all holders of outstanding derivative securities of the Company to receive the Series B Preferred Stock, and (B) the Parent shall file with the Nevada Secretary of State a Certificate of Withdrawal for all outstanding preferred stock other than the Interim Preferred and the Series B. Any directors of the Parent who may continue their service after the Closing shall be eligible for such grants of awards under a Parent incentive plan (or any successor or replacement plan adopted by the Board of Directors and approved by the stockholders of the Parent) as the Compensation Committee or Board of Directors of the Parent may from time to time determine following the Closing. Except as set forth abovein the SEC Documents, no other shares of capital stock or other voting securities of the Company Parent are issued, reserved for issuance or outstanding. The Company is the sole record and beneficial owner of all of the issued and outstanding capital stock of each Company Subsidiary. All outstanding shares of the capital stock of the Company Parent are, and each Company Subsidiary are all such shares that may be issued prior to the date hereof will be when issued, duly authorized, validly issued, fully paid and nonassessable non-assessable and not subject to or issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the applicable corporate laws of the State of DelawareNevada Revised Statutes, the Company Constituent Instruments Parent Charter, the Parent Bylaws or any Contract (as defined in Section 3.05) to which the Company Parent is a party or otherwise bound. There Except as set forth in the SEC Documents, there are not any no bonds, debentures, notes or other indebtedness of Company or any Company Subsidiary having the Parent regardless of whether they have the right to vote (or convertible into, or exchangeable for, securities having the right to vote) ), on any matters on which holders of Company Parent Stock or the common stock of any Company Subsidiary may vote (“Voting Company Parent Debt”). Except as set forth abovedisclosed on Schedule 4.03, as of the date of this Agreement, there are not any no options, warrants, rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contracts, arrangements or undertakings of any kind to which the Company or any Company Subsidiary Parent is a party or by which any of them it is bound (ai) obligating the Company or any Company Subsidiary Parent to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity interests in, or any security convertible or exercisable for or exchangeable into any capital stock of or other equity interest in, the Company or any Company Subsidiary Parent or any Voting Company Parent Debt, (bii) obligating the Company or any Company Subsidiary Parent to issue, grant, extend or enter into any such option, warrant, call, right, security, commitment, Contract, arrangement or undertaking or (ciii) that give any person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights occurring to holders of the capital stock of the Company or of any Company SubsidiaryParent. As of the date of this Agreement, there are not any no outstanding contractual obligations of the Company Parent to repurchase, redeem or otherwise acquire any shares of capital stock of the CompanyParent. Other than as set forth in the SEC Documents, the Parent is not a party to any agreement granting any security holder of the Parent the right to cause the Parent to register shares of the capital stock or other securities of the Parent held by such security holder under the Securities Act, except as disclosed on Schedule 4.03. A Waiver of Registration Rights is required as a condition of closing. The stockholder list provided to the Company is a current stockholder list generated by its stock transfer agent, and such list accurately reflects all of the issued and outstanding shares of the Parent Stock as at the Closing.

Capital Structure. The authorized capital stock of the Company consists of 1,000 32,000,000 shares of common stockCompany Class A Stock and 10,000,000 shares of Company Class B Common Stock. Subject to any Permitted Changes (as defined in Section 4.1(b)) following the date of this Agreement, all there are (i) 14,005,042 shares of which are Company Class A Stock issued and outstanding, (ii) 8,025,025 shares of Company Class B Stock issued and outstanding, (iii) 259,328 shares of Company Class A Stock and 97,644 shares of Company Class B Stock held in the treasury of the Company or held by any subsidiary of the Company; (iii) 147,431 shares of Company Class A Stock reserved for issuance upon exercise of authorized but unissued Company Stock Options pursuant to the Option Plans; and (iv) 1,121,855 shares of Company Class A Stock issuable upon exercise of outstanding Company Stock Options. As of August 31, 1997, there was approximately $2,500 withheld from the Company's employees' salaries to purchase shares of Company Common Stock pursuant to and issuable under the Stock Purchase Plan. Except as set forth above, no shares of capital stock or other voting equity securities of the Company are issued, reserved for issuance or outstanding. The Company is the sole record and beneficial owner of all of the issued and outstanding capital stock of each Company Subsidiary. All outstanding shares of the capital stock of the Company are, and each Company Subsidiary are all shares which may be issued pursuant to the Stock Plans will be when issued, duly authorized, validly issued, fully paid and nonassessable and not subject to or issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the applicable corporate laws of the State of Delaware, the Company Constituent Instruments or any Contract (as defined in Section 3.05) to which the Company is a party or otherwise boundrights. There are not any no outstanding bonds, debentures, notes or other indebtedness or other securities of the Company or any Company Subsidiary having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders stockholders of the Company Stock or the common stock of any Company Subsidiary may vote (“Voting Company Debt”)vote. Except as set forth above, as of the date of this Agreement, there are not any no outstanding securities, options, warrants, calls, rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contractsagreements, arrangements or undertakings of any kind to which the Company or any Company Subsidiary of its subsidiaries is a party or by which any of them is bound (a) obligating the Company or any Company Subsidiary of its subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity interests in, or any security convertible or exercisable for or exchangeable into any capital stock voting securities of or other equity interest in, the Company or of any Company Subsidiary of its subsidiaries or any Voting Company Debt, (b) obligating the Company or any Company Subsidiary of its subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, security, commitment, Contractagreement, arrangement or undertaking undertaking. Other than the Company Stock Options, (i) there are no outstanding contractual obligations, commitments, understandings or (c) that give any person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights occurring to holders of the capital stock arrangements of the Company or any of any Company Subsidiary. As of the date of this Agreement, there are not any outstanding contractual obligations of the Company its subsidiaries to repurchase, redeem or otherwise acquire or make any payment in respect of or measured or determined based on the value or market price of any shares of capital stock of the Company or any of its subsidiaries and (ii) to the knowledge of the Company, other than as provided in the Shareholders' Agreement, there are no irrevocable proxies with respect to shares of capital stock of the Company or any subsidiary of the Company. There are no agreements or arrangements pursuant to which the Company is or could be required to register shares of Company Common Stock or other securities under the Securities Act of 1933, as amended (the "Securities Act").

Capital Structure. The authorized capital stock of the Company (the “Company Capital Stock”) consists of 1,000 25,000,000 Shares and 833,000 shares of common preferred stock, all $0.001 par value per share (“Company Preferred Stock”), of which are there were issued and outstanding. Except outstanding as set forth aboveof the close of business on the date of this Agreement, 8,178,546 Shares (excluding treasury Shares) and no shares of capital stock or other voting securities Company Preferred Stock. On the date of this Agreement, there were no Shares held in treasury by the Company are issued, reserved for issuance or outstandingCompany. The Company is the sole record and beneficial owner of all All of the issued and outstanding capital stock of each Company Subsidiary. All outstanding shares of the capital stock of the Company and each Company Subsidiary Shares are duly authorized, validly issued, fully paid and nonassessable and are free and clear of any Liens other than any Liens created by or imposed upon the holders thereof, and are not subject to preemptive rights or issued in violation of any purchase option, call option, right rights of first refusalrefusal created by statute, preemptive right, subscription right the Certificate of Incorporation or Bylaws of the Company or any similar right under any provision of the applicable corporate laws of the State of Delaware, the Company Constituent Instruments or any Contract (as defined in Section 3.05) agreement to which the Company is a party or otherwise by which it is bound. There The Company has 2,629,824 Shares available for issuance pursuant to the Stock Option Plans of which 1,180,176 Shares are subject to outstanding, unexercised options. Up to 50,000 Shares are issuable upon exercise of a warrant granted to Oakland Corporate Center LLC. The Company has not any bondsissued or granted, debenturesand will not issue or grant, notes or other indebtedness of Company additional options or any Company Subsidiary having the right to vote (other rights exercisable, exchangeable, or convertible intofor Shares under the Stock Option Plans, or exchangeable for, securities having the right and there are no other Shares subject to vote) on any matters on which holders of Company Stock or the common outstanding stock of any Company Subsidiary may vote (“Voting Company Debt”)purchase rights. Except for the rights created pursuant to this Agreement, the stock options outstanding under the Stock Option Plans as set forth above, the warrant set forth above and except for the rights (the “Rights”) issued pursuant to the Preferred Stock Rights Agreement (the “Rights Agreement”) dated as of April 7, 2004, between Versata, Inc. and EquiServe Trust Company N.A., as Rights Agent (the date “Rights Agent”) (which Rights and Rights Agreement have been terminated or amended, as appropriate, as contemplated by Section 2.08 of this Agreement so that neither this Agreement nor any Contemplated Transaction shall trigger or otherwise cause or result in any event or occurrence under the Rights Agreement), there are not any no other options, warrants, calls, rights, convertible commitments or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contracts, arrangements or undertakings agreements of any kind character to which the Company or any Company Subsidiary is a party or by which any of them it is bound (a) obligating the Company or any Company Subsidiary to issue, deliver deliver, sell, repurchase or sellredeem, or cause to be issued, delivered or delivered, sold, additional repurchased or redeemed, any shares of capital stock or other equity interests in, or any security convertible or exercisable for or exchangeable into any capital stock of or other equity interest in, the Company or any Company Subsidiary or any Voting Company Debt, (b) obligating the Company or any Company Subsidiary to issue, grant, extend extend, accelerate the vesting of, change the price of, or otherwise amend or enter into any such option, warrant, call, right, securitycommitment or agreement. There are no Contracts, commitmentcommitments or agreements relating to the voting, Contractpurchase, arrangement sale or undertaking or (c) that give registration of any person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights occurring to holders of the capital stock or other securities of the Company or any of its Subsidiaries (i) between or among the Company and any of its stockholders or any third party and (ii) to the Knowledge of the Company, between or among any of the Company’s stockholders or any third party. True and complete copies of all agreements and instruments relating to or issued under the Stock Option Plans have been made available to Parent. Such agreements and instruments relating to or issued under the Stock Option Plans have not been amended, modified or supplemented, and there are no agreements to amend, modify or supplement such agreements or instruments, in any case from the form made available to Parent. The Company Subsidiary. As Disclosure Schedule hereto sets forth a true and complete list as of the date hereof of all holders of outstanding options under the Stock Option Plans, including the number of shares of Company capital stock subject to each such option, the exercise or vesting schedule, the exercise price per share and the term of each such option. The terms of the Stock Option Plans permit the Stock Option Plans and each Option to be canceled and terminated and converted as contemplated by Sections 2.07 and 2.08 of this Agreement and otherwise by this Agreement, there are not any outstanding contractual obligations . The terms of the Company to repurchase, redeem or otherwise acquire any shares ESPP permit the transactions contemplated by Section 2.08 of capital stock this Agreement and the termination of the CompanyESPP contemplated by this Agreement. The terms of the Rights Agreement permit the transactions contemplated by this Agreement and the termination or amendment of the Rights Agreement contemplated by this Agreement.

Capital Structure. The authorized capital stock of the Company consists of 1,000 50,000 shares, of which, 10,000 shares of common stock, all of which are issued and outstanding. Except as set forth above, no shares of capital stock or other voting securities of the Company are issued, reserved for issuance or outstanding. The Except as set forth on SCHEDULE 3.03 hereto, the Company is the sole record and beneficial owner of all of the issued and outstanding capital stock of each Company Subsidiaryof its Subsidiaries. All outstanding shares of the capital stock of the Company and each Company Subsidiary of its Subsidiaries are duly authorized, validly issued, fully paid and nonassessable and not subject to or issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the applicable corporate laws of the State of Delaware, the Company Constituent Instruments corporation law or any Contract (as defined in Section 3.05) contract to which the Company is a party or otherwise bound. There Except as set forth on SCHEDULE 3.03 hereto, there are not any bonds, debentures, notes or other indebtedness of Company or any Company Subsidiary of its Subsidiaries having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of ordinary shares of the Company Stock or the common any capital stock of any Company Subsidiary its subsidiaries may vote (“Voting Company Debt”"VOTING COMPANY DEBT"). Except as set forth above, as of the date of this Agreement, there are not any options, warrants, rights, convertible or exchangeable securities, “"phantom” " stock rights, stock appreciation rights, stock-based performance units, commitments, Contracts, arrangements or undertakings of any kind to which the Company or any Company Subsidiary of its Subsidiaries is a party or by which any of them is bound (ai) obligating the Company or any Company Subsidiary of its Subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity interests in, or any security convertible or exercisable for or exchangeable into any capital stock of or other equity interest in, the Company or any Company Subsidiary of its Subsidiaries or any Voting Company Debt, (bii) obligating the Company or any Company Subsidiary of its Subsidiaries to issue, grant, extend or enter into any such option, warrant, call, right, security, commitment, Contractcontract, arrangement or undertaking or (ciii) that give any person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights occurring to holders of the capital stock of the Company or of any Company Subsidiaryof its Subsidiaries. As Except as set forth in SCHEDULE 3.03 hereto, as of the date of this Agreement, there are not any outstanding contractual obligations of the Company to repurchase, redeem or otherwise acquire any shares of capital stock of the Company.

Capital Structure. The authorized capital stock As of immediately following the consummation of the transactions contemplated by the Contribution Agreement: (A) 29,807,692 Company Units were issued and outstanding, plus the Additional Acquired Units and any Company Units issued in connection with the Ancillary Agreements pursuant to the A&R LLC Agreement; (B) no Company Units were subject to issuance upon exercise of outstanding options to acquire Company Units; and (C) no Voting Debt of the Company consists of 1,000 shares of common stock, all of which are was issued and outstandingoutstanding or authorized for issuance. All outstanding Company Units are validly issued, fully paid and non-assessable (except as such non-assessability may be affected by Sections 18-607 and 18-804 of the Delaware Limited Liability Company Act) and are not subject to preemptive rights or any other Encumbrances (except arising pursuant to applicable securities Laws or arising under the Organizational Documents of the Company or the Ancillary Agreements or in connection with Indebtedness of the Tema (as more specifically described on Schedule 3.1(e)(iii) or Schedule 3.1(q)(i) of the Company Disclosure Schedule)). There are no outstanding equity interests in the Company other than the Company Units described in the first sentence of this Section 3.1(b). There are no outstanding options, warrants or other rights to subscribe for, purchase or acquire from the Company any Company Units or other equity interests in the Company or securities convertible into or exchangeable or exercisable for Company Units or other equity interests in the Company. Except as set forth abovein this Section 3.1(b), no shares there are no: (1) securities of capital stock the Company convertible into, exchangeable or exercisable for Company Units, Voting Debt of the Company or other voting securities of the Company are issuedCompany, reserved for issuance or outstanding. The Company is the sole record and beneficial owner of all of the issued and outstanding capital stock of each Company Subsidiary. All outstanding shares of the capital stock of the Company and each Company Subsidiary are duly authorized(2) options, validly issuedwarrants, fully paid and nonassessable and not subject to calls, rights (including preemptive rights), commitments or issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the applicable corporate laws of the State of Delaware, the Company Constituent Instruments or any Contract (as defined in Section 3.05) agreements to which the Company is a party or otherwise bound. There are not any bonds, debentures, notes or other indebtedness of Company or any Company Subsidiary having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of Company Stock or the common stock of any Company Subsidiary may vote (“Voting Company Debt”). Except as set forth above, as of the date of this Agreement, there are not any options, warrants, rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contracts, arrangements or undertakings of any kind to which the Company or any Company Subsidiary is a party or by which any of them it is bound (a) in any case obligating the Company or any Company Subsidiary to issue, deliver deliver, sell, purchase, redeem or sellacquire, or cause to be issued, delivered or delivered, sold, purchased, redeemed or acquired, additional shares of capital stock or other equity limited liability company interests in, or any security convertible or exercisable for or exchangeable into any capital stock Voting Debt of or other equity interest in, the Company or any Company Subsidiary other voting securities of the Company, or any Voting Company Debt, (b) obligating the Company or any Company Subsidiary to issue, grant, extend or enter into any such option, warrant, call, right, securitycommitment or agreement. There are not any member agreements, commitment, Contract, arrangement voting trusts or undertaking other agreements or (c) that give any person the right understandings to receive any economic benefit or right similar to or derived from the economic benefits and rights occurring to holders of the capital stock of which the Company is a party or by which it is bound relating to the voting of any Company Subsidiary. As of the date of this Agreement, there are not any outstanding contractual obligations of the Company to repurchase, redeem or otherwise acquire any shares of capital stock of the CompanyUnits.

Capital Structure. The (i) As of the date of this Agreement, the authorized capital stock of the Company consists of 1,000 shares (A) 43,000,000 Company Shares, of common stockwhich (1) 8,914,995 Company Shares are issued and outstanding and (2) 4,920,725 Company Shares are reserved for issuance under the Company Stock Plan, all and (B) 26,509,843 Company Preferred Shares, par value $0.00001 per share, 26,509,837 of which are issued and outstanding. Except as set forth above, no shares of capital stock or other voting securities All of the outstanding Company Shares have been duly authorized and are issued, reserved for issuance or outstanding. The Company is the sole record and beneficial owner of all of the issued and outstanding capital stock of each Company Subsidiary. All outstanding shares of the capital stock of the Company and each Company Subsidiary are duly authorized, validly issued, fully paid and nonassessable non-assessable and not subject to or have been offered and issued in without violation of any preemptive rights or other right to purchase optionand were offered and/or issued in material compliance with all applicable Laws, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision the Governing Documents of the applicable corporate laws of Company and the State of Delaware, the Company Constituent Instruments or any Contract (as defined in Section 3.05) Contracts to which the Company is a party or otherwise bound. There As of the date of this Agreement, (x) 4,790,621 Company Shares were underlying outstanding Company Options and (y) no Company Shares consisted of outstanding Company Restricted Shares. Section 6.1(b)(i) (Part A) of the Company Disclosure Letter contains a correct and complete list of Company Equity Awards issued under the Company Stock Plan, including the number of Company Shares subject to each Company Equity Award and, where applicable, the exercise price per Company Share. Except as set forth above and except as specified in Section 6.1(b)(i) (Part B) of the Company Disclosure Letter, there are no preemptive or other outstanding rights, options, warrants, conversion rights, stock appreciation rights, “phantom” equity rights, contingent value rights, profit participation rights, redemption rights, repurchase rights, rights of first offer or refusal, agreements, arrangements, puts, calls, commitments or rights of any kind that obligate the Company to issue, sell, repurchase or redeem (or establish any sinking fund with respect to redemption) any shares of capital stock or other securities of the Company or any securities or obligations convertible or exchangeable into or exercisable for, or giving any Person a right to subscribe for or acquire, any securities of the Company, and no securities or obligations evidencing such rights are authorized, issued or outstanding. Except as set forth above and except as specified in Section 6.1(b)(i) (Part B) of the Company Disclosure Letter, the Company does not have outstanding any bonds, debentures, notes or other indebtedness obligations the holders of Company or any Company Subsidiary having which have the right to vote (or convertible into, into or exchangeable for, exercisable for securities having the right to vote) with the stockholders of the Company on any matters on which holders of Company Stock or the common stock of any Company Subsidiary may vote (“Voting Company Debt”)matter. Except as set forth above, as in Section 6.1(b)(i) (Part C) of the date of this AgreementCompany Disclosure Letter, there are not any optionsno voting trusts, warrants, rights, convertible proxies or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contracts, arrangements other agreements or undertakings of any kind understandings to which the Company or any Company Subsidiary its Subsidiaries is a party with respect to the voting or by which any registration of them is bound (a) obligating the Company or any Company Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity interests in, or any security convertible or exercisable for or exchangeable into any capital stock of or other equity interest in, the Company or any Company Subsidiary or any Voting Company Debt, (b) obligating the Company or any Company Subsidiary to issue, grant, extend or enter into any such option, warrant, call, right, security, commitment, Contract, arrangement or undertaking or (c) that give any person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights occurring to holders of the capital stock of the Company or of any its Subsidiaries. Each outstanding Company Subsidiary. As of Option is an In the date of this Agreement, there are not any outstanding contractual obligations of the Money Company to repurchase, redeem or otherwise acquire any shares of capital stock of the CompanyOption.

Capital Structure. The authorized share capital stock of the Company consists of 1,000 Five Hundred Million (500,000,000) shares of stock consisting of Five Hundred Million (500,000,000) shares of common stock, all par value $0.0001 per share, of which Twenty Eight Million Seven Hundred Eighty Eight Thousand Two Hundred and Fifty Two (28,788,252) shares are issued and outstanding. Except as set forth above, no No shares of capital stock or other voting securities of the Company are issued, reserved for issuance or outstanding. The Company is the sole record and beneficial owner of all of the issued and outstanding capital stock of each Company Subsidiary. All outstanding shares of the capital stock of the Company and each Company Subsidiary are duly authorized, validly issued, fully paid and nonassessable non-assessable and not subject to or issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the applicable corporate laws of the State its state of Delawareincorporation, the Company Constituent Instruments Charter Documents or any Contract (as defined in Section 3.053.04) to which the Company is a party or otherwise bound. There are not any no bonds, debentures, notes or other indebtedness of the Company or any Company Subsidiary having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of Company Stock or the common stock of any Company Subsidiary Shares may vote (“Voting Company Debt”). Except as set forth aboveherein, as of the date of this Agreement, there are not any no options, warrants, rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contracts, arrangements or undertakings of any kind to which the Company or any Company Subsidiary is a party or by which any of them the Company is bound (ai) obligating the Company or any Company Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity interests in, or any security convertible or exercisable for or exchangeable into any shares or capital stock of or other equity interest in, the Company or any Company Subsidiary or any Voting Company Debt, (bii) obligating the Company or any Company Subsidiary to issue, grant, extend or enter into any such option, warrant, call, right, security, commitment, Contract, arrangement or undertaking or (ciii) that give any person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights occurring to holders of the capital stock of the Company shares or of any Company Subsidiary. As of the date of this Agreement, there are not any outstanding contractual obligations of the Company to repurchase, redeem or otherwise acquire any shares of capital stock of the Company.

Capital Structure. The authorized capital stock of the Company Parent consists of 1,000 (1) 200,000,000 shares of common stock, all par value $0.001 per share, of which (a) _________ shares are issued and outstandingoutstanding (before giving effect to the issuances to be made at Closing), and (b) no shares of common stock are reserved by the Parent in its treasury; and (2) 20,000 shares of preferred stock, par value $0.001 per share, of which 0 shares are issued an outstanding as Series E Preferred Stock, and (b) no shares of preferred stock are reserved by the Parent in its treasury. Except as set forth above, no No other shares of capital stock or other voting securities of the Company Parent are issued, reserved for issuance or outstanding. The Company is the sole record and beneficial owner of all of the issued and outstanding capital stock of each Company Subsidiary. All outstanding shares of the capital stock of the Company Parent are, and each Company Subsidiary are all such shares that may be issued prior to the date hereof will be when issued, duly authorized, validly issued, fully paid and nonassessable non-assessable and not subject to or issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the applicable corporate laws of the State of DelawareNevada Revised Statutes, the Company Constituent Instruments Parent Charter, the Parent Bylaws or any Contract (as defined in Section 3.05) to which the Company Parent is a party or otherwise bound. There are not any bonds, debentures, notes or other indebtedness of Company or any Company Subsidiary the Parent having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of Company Stock or the common stock of any Company Subsidiary Parent Shares may vote (“Voting Company Parent Debt”). Except as set forth above, as of the date of this Agreement, there are not any no options, warrants, rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contracts, arrangements or undertakings of any kind to which the Company or any Company Subsidiary Parent is a party or by which any of them it is bound (a) obligating the Company or any Company Subsidiary Parent to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity interests in, or any security convertible or exercisable for or exchangeable into any capital stock of or other equity interest in, the Company or any Company Subsidiary Parent or any Voting Company Parent Debt, (b) obligating the Company or any Company Subsidiary Parent to issue, grant, extend or enter into any such option, warrant, call, right, security, commitment, Contract, arrangement or undertaking or (c) that give any person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights occurring to holders of the capital stock of the Company or of any Company SubsidiaryParent. As of the date of this Agreement, there are not any no outstanding contractual obligations of the Company Parent to repurchase, redeem or otherwise acquire any shares of capital stock of the CompanyParent. The Parent is not a party to any agreement granting any security holder of the Parent the right to cause the Parent to register shares of the capital stock or other securities of the Parent held by such security holder under the Securities Act. The stockholder list provided to the Company is a current stockholder list generated by the Parent’s stock transfer agent, and such list accurately reflects all of the issued and outstanding shares of the Parent Shares as at the Closing.

Capital Structure. The authorized capital stock of the Company consists of 1,000 Twenty Thousand Eight Hundred Thirty-Four (20,834) shares of Class A common stock, all of which no shares are issued and outstanding. Except as set forth above, and One Hundred Four Thousand One Hundred Sixty-Six (104,166) shares of Class B common stock, of which Fifty-Three Thousand Six Hundred Eighty-Three (53,683) shares are issued and outstanding (the “Company Shares”), and no shares of capital stock preferred stock. All Company Shares have been duly authorized and validly issued, are fully paid and nonassessable, and were issued in compliance with applicable federal and state securities laws. There are no outstanding options, warrants, calls, conversion rights, commitments, agreements, contracts, understandings, restrictions, arrangements, or other voting securities rights of any character to which the Company are issued, reserved for issuance or outstanding. The its subsidiary is a party or by which the Company is or its subsidiary may be bound entitling the sole record and beneficial owner of all of the issued and outstanding capital stock of each Company Subsidiary. All outstanding holder thereof to purchase or acquire shares of the capital stock of the Company and each Company Subsidiary are duly authorized, validly issued, fully paid and nonassessable and not subject to or issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right its subsidiary or any similar right under any provision of the applicable corporate laws of the State of Delaware, the Company Constituent Instruments or any Contract (as defined in Section 3.05) to which the Company is a party or otherwise bound. There are not any bonds, debentures, notes or other indebtedness of Company or any Company Subsidiary having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of Company Stock or the common stock of any Company Subsidiary may vote (“Voting Company Debt”). Except as set forth above, as of the date of this Agreement, there are not any options, warrants, rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contracts, arrangements or undertakings of any kind to which the Company or any Company Subsidiary is a party or by which any of them is bound (a) obligating the Company or any Company Subsidiary its subsidiary to issue, deliver deliver, or sell, or cause to be issued, delivered delivered, or sold, additional shares of capital stock or other equity interests in, or any security convertible or exercisable for or exchangeable into any the capital stock of or other equity interest in, the Company or any Company Subsidiary its subsidiary, or any Voting Company Debt, (b) obligating the Company or any Company Subsidiary its subsidiary to issue, grant, extend extend, or enter into any such option, warrant, call, conversion right, security, commitment, Contractagreement, arrangement contract, understanding, restriction, arrangement, or undertaking right. Neither the Company nor its subsidiary has granted or (c) that give issued any person options entitling the right holder thereof to receive any economic benefit or right similar to or derived from the economic benefits and rights occurring to holders purchase shares of the capital stock of the Company or its subsidiary. Neither the Company nor its subsidiary has outstanding any bonds, debentures, notes, or other indebtedness the holders of which have the right to vote (or convertible or exercisable into securities having the right to vote) with holders of Company Shares or its subsidiary on any Company Subsidiarymatter. As The Shareholders are the lawful record and beneficial owners of all of the date outstanding Company Shares, each Shareholder so owning the Company Shares shown as owned by such Shareholder on Schedule 4.2 and having valid title thereto, free and clear of this Agreementall liens, there are not any outstanding contractual obligations pledges, encumbrances, security interests, restrictions on transfer (other than restrictions under federal and state securities laws or the Xxxxx Xxxxxx Enterprises, Inc. Shareholder Agreement dated June 1, 2001, claims, and equities of every kind. All of the Company to repurchase, redeem or otherwise acquire any outstanding shares of capital stock of the Company’s subsidiary are duly authorized and validly issued, are fully paid and nonassessable, and were issued in compliance with applicable federal and state securities laws and all such shares are owned by the Company free and clear of all liens, pledges, encumbrances, security interests, restrictions on transfer (other than restrictions under federal and state securities laws), claims, and equities of every kind. Except for this Agreement, there are no outstanding warrants, options, or rights of any kind to acquire from such Shareholders the Company Shares.

Capital Structure. (a) The authorized capital stock and outstanding Company Capital Stock and other Equity Interests of the Company consists as of 1,000 shares the date hereof and as of common stock, all of which are issued and outstanding. Except as immediately prior to the Reorganization is set forth above, no shares of capital stock or other voting securities on Section 3.03(a)(i) of the Company are issuedDisclosure Letter, reserved for issuance or outstanding. The Company is the sole record which includes a complete and beneficial owner of all accurate list of the issued Company’s equity holders and outstanding capital stock the number and type of shares or Equity Interests owned by each Company Subsidiarysuch equity holder. All outstanding shares of the capital stock of the outstanding Company and each Company Subsidiary are Capital Stock (w) has been duly authorized, validly issued, fully paid and nonassessable nonassessable, (x) is free and clear of any Liens, other than Liens on transfer imposed by applicable securities Laws, (y) was not subject to or issued in violation of any purchase option, or call option, right of first refusal, preemptive subscription right, subscription preemptive right or any similar right under any provision rights and (z) was issued in compliance with the Company’s organizational documents and applicable state and federal securities laws. Section 3.03(a)(ii) of the applicable corporate laws Disclosure Letter contains a complete and correct list of each outstanding Company Option as of the State date hereof, including (i) the holder, (ii) the date of Delawaregrant, (iii) the number of shares subject to such Company Constituent Instruments or any Contract Option at the time of grant, (as defined in Section 3.05iv) the number of shares subject to which the such Company is a party or otherwise bound. There are not any bonds, debentures, notes or other indebtedness of Company or any Company Subsidiary having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of Company Stock or the common stock of any Company Subsidiary may vote (“Voting Company Debt”). Except as set forth above, Option as of the date of this Agreement, there are not any options, warrants, rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contracts, arrangements or undertakings of any kind to which (v) the Company or any Company Subsidiary is a party or by which any of them is bound (a) obligating the Company or any Company Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity interests in, or any security convertible or exercisable for or exchangeable into any capital stock of or other equity interest in, the Company or any Company Subsidiary or any Voting Company Debtexercise price per share, (bvi) obligating the Company or any Company Subsidiary to issue, grant, extend or enter into any such option, warrant, call, right, security, commitment, Contract, arrangement or undertaking or vesting schedule (c) that give any person including the right to receive any economic benefit or right similar to or derived from the economic benefits number of vested and rights occurring to holders of the capital stock of the Company or of any Company Subsidiary. As unvested shares as of the date of this Agreement), (vii) whether such Company Option constitutes an “incentive stock option” within the meaning of Section 422 of the Code, (viii) the date on which such Company Option expires and (ix) any accelerated vesting provisions (including specifying whether the vesting of such Company Option shall be subject to any acceleration in connection any of the transactions contemplated by this Agreement). Each Company Option (i) was granted in compliance with applicable Law, (ii) was granted under the 2014 Equity Plan with an exercise price equal to no less than the fair market value of the underlying shares on the applicable grant date as determined by the Company’s board of directors in good faith, and (iii) is not subject to Section 409A of the Code. There have been no audits or investigations, including internal investigations, relating to the Company’s equity awards or grant practices (including option backdating). Except as set forth in Sections 3.03(a)(i) and (a)(ii) of the Disclosure Letter, there are not no outstanding preemptive rights, calls, options, warrants, convertible securities, subscription rights, conversion rights, exchange rights or other rights, agreements, arrangements or commitments of any outstanding contractual obligations character relating to the issued or unissued Equity Interests of the Company that require or would require the Company to repurchaseissue, redeem sell or otherwise acquire transfer any shares of capital stock Equity Interests in the Company. The Company does not own, directly or indirectly, any Equity Interests in any Person except for all authorized and issued Equity Interests of the CompanyContributor and Merger Sub prior to the Reorganization. The Company is not, directly or indirectly, a participant in any joint venture, partnership, limited liability company or similar arrangement.

Capital Structure. The As of the date hereof (and assuming the issuance of the Shares), the authorized capital stock of the Company consists of 1,000 will consist of: (A) 5,000,000 shares of common stockPreferred Stock, all par value $.001 per share, none of which are issued outstanding and outstanding. Except as set forth above, no (B) 50,000,000 shares of capital stock or other voting securities Common Stock, par value $.001 per share. Upon completion of the Company are issuances of shares of Common Stock contemplated by this Agreement and agreements with third parties being entered into simultaneously herewith, a maximum of 15,702,564 shares of Common Stock will be issued, reserved for issuance or outstanding. The Company is the sole record and beneficial owner of all of the issued and outstanding capital stock of each Company Subsidiary. All outstanding shares of Common Stock are validly issued, fully paid, nonassessable. The Shares being purchased hereunder, when issued, sold and delivered in accordance with the capital stock terms of this Agreement, will (subject to the Company escrow described herein and each Company Subsidiary are in the Escrow Agreement) be duly authorized, and validly issued, fully paid and nonassessable nonassessable, and not subject will be free of restrictions on transfer other than restrictions under applicable state and federal securities laws and restrictions imposed under this Agreement and the Escrow Agreement. Other than commitments in connection with issuances to third parties of up to 1,258,205 shares of the Company's Common Stock being made simultaneously herewith, there are no options, warrants, calls, rights (including conversion or issued in violation preemptive rights), commitments, agreements, contracts, understandings, restrictions, arrangements or rights of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the applicable corporate laws of the State of Delaware, the Company Constituent Instruments or any Contract (as defined in Section 3.05) character to which the Company is a party or otherwise bound. There are not any bonds, debentures, notes or other indebtedness of Company or any Company Subsidiary having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of Company Stock or the common stock of any Company Subsidiary may vote (“Voting Company Debt”). Except as set forth above, as of the date of this Agreement, there are not any options, warrants, rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contracts, arrangements or undertakings of any kind to which the Company or any Company Subsidiary is a party or by which any of them is it may be bound (a) obligating the Company or any Company Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock the Company's Common Stock or other equity interests in, or any security convertible or exercisable for or exchangeable into any capital stock of or other equity interest in, the Company or any Company Subsidiary or any Voting Company Debt, (b) obligating the Company or any Company Subsidiary to issue, grant, extend or enter into any such option, warrant, call, right, security, commitment, Contractagreement, contract, understanding, restriction, arrangement or undertaking right to or (c) that give with any person or persons whatsoever, except for options to be granted to the right Subscriber and Xxxxx X. Xxxxxxx pursuant to receive any economic benefit or right similar their respective employment agreements to or derived from the economic benefits and rights occurring to holders of the capital stock of the Company or of any Company Subsidiary. As of the date of this Agreement, there are not any outstanding contractual obligations of the Company to repurchase, redeem or otherwise acquire any shares of capital stock of be executed with the Company.

Capital Structure. (a) The authorized capital stock of the Company consists of 1,000 (i) 20,000,000 shares of common stockCommon Stock, all $.01 par value per share, of which 8,128,030 shares are issued and outstanding as of the date hereof, (ii) 5,770,000 shares of Series A Preferred Stock, $0.1 par value per share ("Company Series A Preferred Shares"), of which 5,770,000 shares are issued and outstanding as of the date hereof, and (iii) 1,765,000 shares of Series B Preferred Stock, $0.1 par value per share ("Company Series B Preferred Shares" and, together with the Company Series A Preferred Shares, the "Company Preferred Shares;" the Company Preferred Shares together with the Company Common Shares, the "Company Shares"), of which 1,765,000 shares are issued and outstanding. Except as set forth above, no shares of capital stock or other voting securities of the All Company are issued, reserved for issuance or outstanding. The Company is the sole record and beneficial owner of all of the issued and outstanding capital stock of each Company Subsidiary. All outstanding shares of the capital stock of the Company and each Company Subsidiary Shares are duly authorized, validly issued, fully paid and nonassessable nonassessable, and not subject to or were issued in violation compliance with all applicable federal and state securities laws. Any repurchase by the Company of any purchase optionshares of its capital stock was duly approved and authorized by the Board of Directors and complied in all respects with applicable law, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the applicable corporate laws of the State of Delaware, and the Company Constituent Instruments has no liability, contingent or otherwise, to make any Contract (as defined in Section 3.05) payments with respect to which the Company is a party or otherwise boundany such repurchased shares. There are not any bondsno obligations, debenturescontingent or otherwise, notes or other indebtedness of Company or any Company Subsidiary having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of Company Stock or the common stock of any Company Subsidiary may vote (“Voting Company Debt”). Except as set forth above, as of the date of this Agreement, there are not any options, warrants, rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contracts, arrangements or undertakings of any kind to which the Company or any Company Subsidiary is a party or by which any of them is bound (a) obligating the Company or any Company Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity interests in, or any security convertible or exercisable for or exchangeable into any capital stock of or other equity interest in, the Company or any Company Subsidiary or any Voting Company Debt, (b) obligating the Company or any Company Subsidiary to issue, grant, extend or enter into any such option, warrant, call, right, security, commitment, Contract, arrangement or undertaking or (c) that give any person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights occurring to holders of the capital stock of the Company or of any Company Subsidiary. As of the date of this Agreement, there are not any outstanding contractual obligations of the Company to repurchase, redeem or otherwise acquire any shares Company Shares or to provide funds to or make any investment (in the form of a loan, capital stock contribution or otherwise) in any entity. The Company Disclosure Schedule contains a true and complete list of the Companyrecord holders of the Company Shares and sets forth the full name and number, class and series, of Company Shares owned by each, and, with respect to the Company Preferred Shares, the number of Company Common Shares into which such Company Preferred Shares are convertible. The Company Disclosure Schedule contains a complete list of the Restricted Stock Agreements and sets forth the name of each Company Shareholder who is a party thereto, and the purchase dates, purchase prices and vesting schedules applicable thereto.

Capital Structure. The authorized capital stock of the Company AcuVoice consists of 1,000 (i) 50,000,000 shares of common stockAcuVoice Common Stock, all of which are issued and outstanding. Except as set forth above, no there were 8,881,920 shares of capital stock or other voting securities of the Company are issued, reserved for issuance or outstanding. The Company is the sole record and beneficial owner of all of the issued and outstanding capital stock as of each Company Subsidiarythe close of business on November 30, 1997 and (ii) 4,450,000 shares of AcuVoice Preferred Stock, of which there were issued and outstanding as of that same date 2,000,000 shares of Series A Preferred Stock, 50,000 shares of Series B Preferred Stock, 1,846,000 shares of Series C Preferred Stock, 200,000 shares of Series D Preferred Stock and 200,000 shares of Series E Preferred Stock. All shares of Preferred Stock are convertible into 4,608,049 shares of Common Stock. All outstanding shares of the capital stock of the Company and each Company Subsidiary AcuVoice Capital Stock are duly authorized, validly issued, fully paid and nonassessable non-assessable and are free of any liens or encumbrances other than any liens or encumbrances created by or imposed upon the holders thereof, and are not subject to preemptive rights or issued in violation of any purchase option, call option, right rights of first refusalrefusal created by statute, preemptive right, subscription right the Articles of Incorporation or Bylaws of AcuVoice or any similar right under any provision of the applicable corporate laws of the State of Delaware, the Company Constituent Instruments or any Contract (as defined in Section 3.05) agreement to which the Company is a party or otherwise bound. There are not any bonds, debentures, notes or other indebtedness of Company or any Company Subsidiary having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of Company Stock or the common stock of any Company Subsidiary may vote (“Voting Company Debt”). Except as set forth above, as of the date of this Agreement, there are not any options, warrants, rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contracts, arrangements or undertakings of any kind to which the Company or any Company Subsidiary AcuVoice is a party or by which it is bound. Except for the rights created pursuant to this Agreement, there are no options, warrants, calls, rights, commitments or agreements of any of them character to which AcuVoice is a party or by which it is bound (a) obligating the Company or any Company Subsidiary AcuVoice to issue, deliver or deliver, sell, repurchase or redeem or cause to be issued, delivered or delivered, sold, additional repurchased or redeemed, any shares of capital stock AcuVoice Capital Stock or other equity interests inobligating AcuVoice to grant, extend, accelerate the vesting of, change the price of, or any security convertible or exercisable for or exchangeable into any capital stock of or other equity interest in, the Company or any Company Subsidiary or any Voting Company Debt, (b) obligating the Company or any Company Subsidiary to issue, grant, extend otherwise amend or enter into any such option, ,. warrant, call, right, securitycommitment or agreement. There are no other contracts, commitmentcommitments or agreements relating to voting, Contract, arrangement purchase or undertaking or (c) that give any person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights occurring to holders sale of the AcuVoice's capital stock (i) between or among AcuVoice and any of its shareholders and (ii) to AcuVoice's knowledge, between or among any of AcuVoice's shareholders, except for the Company shareholders delivering the Affiliate Agreements (as defined below). AcuVoice is not under any obligation to register under the Securities Act any presently outstanding AcuVoice Capital Stock or of any Company Subsidiary. As of the date of this Agreement, there are not any outstanding contractual obligations of the Company to repurchase, redeem or otherwise acquire any shares of capital stock of the CompanyAcuVoice which may subsequently be issued.

Capital Structure. The authorized capital stock of the Company ----------------- consists of 1,000 32,000,000 shares of common stockCompany Class A Stock and 10,000,000 shares of Company Class B Common Stock. Subject to any Permitted Changes (as defined in Section 4.1(b)) following the date of this Agreement, all there are (i) 14,005,042 shares of which are Company Class A Stock issued and outstanding, (ii) 8,025,025 shares of Company Class B Stock issued and outstanding, (iii) 259,328 shares of Company Class A Stock and 97,644 shares of Company Class B Stock held in the treasury of the Company or held by any subsidiary of the Company; (iii) 147,431 shares of Company Class A Stock reserved for issuance upon exercise of authorized but unissued Company Stock Options pursuant to the Option Plans; and (iv) 1,121,855 shares of Company Class A Stock issuable upon exercise of outstanding Company Stock Options. As of August 31, 1997, there was approximately $2,500 withheld from the Company's employees' salaries to purchase shares of Company Common Stock pursuant to and issuable under the Stock Purchase Plan. Except as set forth above, no shares of capital stock or other voting equity securities of the Company are issued, reserved for issuance or outstanding. The Company is the sole record and beneficial owner of all of the issued and outstanding capital stock of each Company Subsidiary. All outstanding shares of the capital stock of the Company are, and each Company Subsidiary are all shares which may be issued pursuant to the Stock Plans will be when issued, duly authorized, validly issued, fully paid and nonassessable and not subject to or issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the applicable corporate laws of the State of Delaware, the Company Constituent Instruments or any Contract (as defined in Section 3.05) to which the Company is a party or otherwise boundrights. There are not any no outstanding bonds, debentures, notes or other indebtedness or other securities of the Company or any Company Subsidiary having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders stockholders of the Company Stock or the common stock of any Company Subsidiary may vote (“Voting Company Debt”)vote. Except as set forth above, as of the date of this Agreement, there are not any no outstanding securities, options, warrants, calls, rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contractsagreements, arrangements or undertakings of any kind to which the Company or any Company Subsidiary of its subsidiaries is a party or by which any of them is bound (a) obligating the Company or any Company Subsidiary of its subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity interests in, or any security convertible or exercisable for or exchangeable into any capital stock voting securities of or other equity interest in, the Company or of any Company Subsidiary of its subsidiaries or any Voting Company Debt, (b) obligating the Company or any Company Subsidiary of its subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, security, commitment, Contractagreement, arrangement or undertaking undertaking. Other than the Company Stock Options, (i) there are no outstanding contractual obligations, commitments, understandings or (c) that give any person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights occurring to holders of the capital stock arrangements of the Company or any of any Company Subsidiary. As of the date of this Agreement, there are not any outstanding contractual obligations of the Company its subsidiaries to repurchase, redeem or otherwise acquire or make any payment in respect of or measured or determined based on the value or market price of any shares of capital stock of the Company or any of its subsidiaries and (ii) to the knowledge of the Company, other than as provided in the Shareholders' Agreement, there are no irrevocable proxies with respect to shares of capital stock of the Company or any subsidiary of the Company. There are no agreements or arrangements pursuant to which the Company is or could be required to register shares of Company Common Stock or other securities under the Securities Act of 1933, as amended (the "Securities Act").

Capital Structure. The authorized capital stock of ----------------- the Company consists of 1,000 25,000,000 Shares and 1,000,000 shares of common preferred stock, all par value $.01 per share (the "Preferred Shares"). As of which are the date hereof, (i) 7,642,773 Shares were issued and outstanding and no Preferred Shares were issued and outstanding, (ii) 930,034 Shares were reserved for issuance upon exercise of outstanding Options, with an average exercise price of $16.11 and (iii) 76,268 Shares were issued and are held in the Company's treasury. Except as set forth aboveabove or on Schedule 3.3 of the Company Disclosure Schedule, as of the date of this Agreement: (i) no shares of capital stock or other voting securities of the Company are issued, reserved for issuance or outstanding. The ; (ii) there are no stock appreciation rights, phantom stock units, restricted stock grants, contingent stock grants or Benefit Plans which grant awards of any of the foregoing, and there are no other outstanding contractual rights to which the Company is a party the sole record and beneficial owner value of which is based on the value of Shares; (iii) all of the issued and outstanding capital stock of each Company Subsidiary. All outstanding shares of the capital stock of the Company are, and each Company Subsidiary are all Shares which may be issued will be, when so issued, duly authorized, validly issued, fully paid and nonassessable and not subject to or issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the applicable corporate laws of the State of Delaware, the Company Constituent Instruments or any Contract rights; and (as defined in Section 3.05iv) to which the Company is a party or otherwise bound. There there are not any no bonds, debentures, notes or other indebtedness of the Company or any Company Subsidiary having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders stockholders of the Company Stock or the common stock of any Company Subsidiary may vote (“Voting Company Debt”)vote. Except as set forth above, as of the date of this Agreement, there are not any no outstanding securities, options, warrants, calls, rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contractsagreements, arrangements or undertakings of any kind to which the Company or any Company Subsidiary of its Subsidiaries is a party or by which any of them is bound (a) obligating the Company or any Company Subsidiary of its Subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity interests in, or any security convertible or exercisable for or exchangeable into any capital stock voting securities of or other equity interest in, the Company or of any Company Subsidiary of its Subsidiaries or any Voting Company Debt, (b) obligating the Company or any Company Subsidiary of its Subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, security, commitment, Contractagreement, arrangement or undertaking or (c) that give any person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights occurring to holders of the capital stock of the Company or of any Company Subsidiaryundertaking. As of the date of this Agreement, there There are not any no outstanding contractual obligations of the Company or any of its Subsidiaries, to repurchase, redeem or otherwise acquire any shares of capital stock of the CompanyCompany or any of its Subsidiaries. Schedule 3.3 of the Company Disclosure Schedule accurately sets forth information regarding the current exercise price, date of grant and number of outstanding Options for each holder of Options pursuant to any Company Option Plan. Following the Effective Time, no holder of Options will have any right to receive shares of common stock of the Surviving Corporation upon exercise of Options.

Capital Structure. (a) The authorized capital stock of the Company consists solely of 1,000 (i) 150,000,000 shares of common stockCompany Common Stock, all and (ii) 25,000,000 shares of which Company Preferred Stock. A total of 25,933,794 shares of Company Common Stock are issued and outstanding as of the Agreement Date. No shares of Company Preferred Stock are issued and outstanding. Except as set forth aboveThe Company has not designated, no authorized, or issued any other shares of capital stock or other voting securities of the Company are issued, reserved for issuance or outstandingstock. The Company is the sole record and beneficial owner holds 890,000 shares of all Company Common Stock in its treasury as of the Agreement Date. All issued and outstanding capital stock of each Company Subsidiary. All outstanding shares of the capital stock of the Company and each Company Subsidiary Capital Stock are duly authorized, validly issued, fully paid and nonassessable non-assessable and not subject to or issued in violation are free of any purchase optionall Encumbrances, call optionpreemptive rights, right rights of participation, rights of maintenance, rights of first refusal, preemptive rightrights of rescission and “put” or “call” rights created by statute, subscription right the Certificate of Incorporation or Bylaws of the Company or any similar right under any provision of the applicable corporate laws of the State of Delaware, the Company Constituent Instruments or any Contract (as defined in Section 3.05) agreement to which the Company is a party or otherwise by which it is bound. There are not any bondsAs of the Agreement Date, debentures, notes or other indebtedness the Company has reserved 12,247,993 shares of Company Common Stock for issuance to employees, non-employee directors and consultants pursuant to the Company Option Plans, of which 5,835,201 shares have been issued pursuant to the exercise of Company Options, settlement of Company RSUs or any Company Subsidiary having SARs or direct stock purchases, 1,468,915 shares are subject to outstanding and unexercised Company Options, 1,564,210 shares are subject to outstanding and unvested Company RSUs, 1,828,638 shares are subject to outstanding and unexercised SARs, and 1,551,029 shares remain available for issuance thereunder. The Company has granted no Company Options, Company RSUs or Company SARs other than pursuant to the Company Option Plans. As of the Agreement Date, except for (i) the Company’s right to vote (or convertible into, or exchangeable for, securities having the right to vote) on repurchase any matters on which holders unvested shares of Company Common Stock or under the common stock of any Company Subsidiary may vote Option Plans, (“Voting ii) Company Debt”). Except as set forth above, as Options listed on Schedule 2.2(b) of the date Company Disclosure Letter, (iii) Company RSUs listed on Schedule 2.2(b) of this Agreementthe Company Disclosure Letter, and (iv) Company SARs listed on Schedule 2.2(b) of the Company Disclosure Letter, there are not any no options, warrants, rightscalls, convertible rights or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contracts, arrangements or undertakings Contracts of any kind character to which the Company or any Company Subsidiary is a party or by which any of them it is bound (a) obligating the Company or any Company Subsidiary to grant, issue, deliver deliver, sell, repurchase or sellredeem, or cause to be issued, delivered or delivered, sold, additional shares of capital stock repurchased or other equity interests inredeemed, or any security convertible or exercisable for or exchangeable into any capital stock of or other equity interest in, the Company or any Company Subsidiary or any Voting Company Debt, (b) obligating the Company or any Company Subsidiary to issue, grant, extend or enter into any such option, warrant, call, right, security, commitment, Contract, arrangement or undertaking or (c) that give any person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights occurring to holders of the capital stock of the Company or of any Company Subsidiary. As of the date of this Agreement, there are not any outstanding contractual obligations of the Company to repurchase, redeem or otherwise acquire any shares of any capital stock of the Company, any options or warrants to purchase capital stock of the Company, or any Company Voting Debt. There is no liability for dividends accrued and unpaid by the Company or any Subsidiary. There are no outstanding shares of Company Common Stock that are not fully vested or subject to Repurchase Rights.

Capital Structure. The authorized capital stock of the Company consists solely of 1,000 (a) 10,000,000 shares of common stock, all par value $.01 per share, of which 7,004,705 are issued and outstanding, and (b) 1,000,000 shares of preferred stock, par value $1.00 per share, of which none are issued and outstanding. Except as set forth aboveThere are no employment, no executive termination or similar agreements providing for the issuance of any shares of capital stock or other voting securities of the Company are issued, reserved for issuance or outstandingCompany. The Company is the sole record and beneficial owner of all of the issued and outstanding capital stock of each Company Subsidiary. All outstanding shares of the capital stock of the Company and each Company Subsidiary are duly authorized, validly issued, fully paid and nonassessable and not subject to or issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the applicable corporate laws of the State of Delaware, the Company Constituent Instruments or any Contract (as defined in Section 3.05) to which the Company is a party or otherwise bound. There are not any No bonds, debentures, notes or other instruments or evidence of indebtedness of Company or any Company Subsidiary having the right to vote (or convertible into, or exercisable or exchangeable for, securities having the right to vote) on any matters on which holders of Company Stock or the common stock of any Company Subsidiary Company's stockholders may vote (“the "Company Voting Company Debt”)") are issued or outstanding. Except as set forth above, as of the date of in this AgreementSection 4.5, there are not any outstanding: (a) no Shares, Company Voting Debt or other voting securities of the Company; (b) no securities of the Company convertible into, or exchangeable or exercisable for, Shares, Company Voting Debt or other voting securities of the Company; and (c) no options, warrants, calls, puts, rights (including, without limitation, preemptive rights), convertible commitments or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contracts, arrangements or undertakings of any kind agreements to which the Company or any Company Subsidiary is a party or by which it is bound, in any of them is bound (a) case obligating the Company or any Company Subsidiary to issue, deliver deliver, sell, purchase, redeem or sellacquire, or cause to be issued, delivered delivered, sold, purchased, redeemed or soldacquired, additional shares of capital stock or any Company Voting Debt or other equity interests invoting securities of the Company, or any security convertible or exercisable for or exchangeable into any capital stock of or other equity interest in, the Company or any Company Subsidiary or any Voting Company Debt, (b) obligating the Company or any Company Subsidiary to issue, grant, extend or enter into any such option, warrant, call, put, right, securitycommitment or agreement. There are not any stockholder agreements, commitment, Contract, arrangement voting trusts or undertaking other agreements or (c) understandings to which the Company is a party or by which it is bound relating to the voting of any Shares that give will limit in any person way the right to receive any economic benefit solicitation of proxies by or right similar to or derived from the economic benefits and rights occurring to holders of the capital stock on behalf of the Company from, or the casting of any Company Subsidiary. As of votes by, the date of this Agreement, there are not any outstanding contractual obligations of the Company to repurchase, redeem or otherwise acquire any shares of capital stock stockholders of the Company.

Capital Structure. The authorized and outstanding capital stock ----------------- of the Company consists as of 1,000 the date hereof is, and as of the Closing Date will be, as set forth in the Private Placement Memorandum under the caption "Capitalization." All of the outstanding shares of common stockthe Company's capital stock have been duly authorized and validly issued, are fully paid and nonassessable, were issued in compliance with all of which applicable federal and state securities laws and all applicable gaming laws and are not subject to, and were not issued and outstandingin violation of, any preemptive or similar rights. Except as set forth above, no shares of capital stock or other voting securities of in the Company are issued, reserved for issuance or outstanding. The Company is the sole record and beneficial owner of all of the issued and outstanding capital stock of each Company Subsidiary. All outstanding shares of the capital stock of the Company and each Company Subsidiary are duly authorized, validly issued, fully paid and nonassessable and not subject to or issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the applicable corporate laws of the State of Delaware, the Company Constituent Instruments or any Contract (as defined in Section 3.05) to which the Company is a party or otherwise bound. There are not any bonds, debentures, notes or other indebtedness of Company or any Company Subsidiary having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of Company Stock or the common stock of any Company Subsidiary may vote (“Voting Company Debt”). Except as set forth above, as of the date of this AgreementPrivate Placement Memorandum, there are not any no outstanding securities, options, warrants, calls, rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance unitscontracts, commitments, Contractsagreements, arrangements arrangements, understandings or undertakings of any kind to which the Company or any Company Subsidiary of its subsidiaries is a party party, or by which any of them is bound (a) bound, obligating the Company or any Company Subsidiary of its subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity interests in, or any security convertible or exercisable for or exchangeable into any capital stock securities of or other equity interest in, the Company or any Company Subsidiary of its subsidiaries, or any Voting securities convertible into or exercisable or exchangeable for any shares of capital stock or other securities of the Company Debtor any of its subsidiaries, (b) or obligating the Company or any Company Subsidiary of its subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, securitycontract, commitment, Contractagreement, arrangement arrangement, understanding or undertaking undertaking. Except as set forth on Schedule 2.3 of the Schedule of Exceptions attached as Schedule A hereto (the "Schedule of Exceptions"), there are no contracts, commitments, agreements, arrangements, understandings or (c) that give undertakings of any kind to which the Company or any of its subsidiaries is a party, or by which any of them is bound, granting to any person the right to receive require the Company to file a registration statement under the Securities Act with respect to any economic benefit or right similar to or derived from the economic benefits and rights occurring to holders of the capital stock securities of the Company or of any Company Subsidiary. As of the date of this Agreement, there are not any outstanding contractual obligations of requiring the Company to repurchase, redeem or otherwise acquire include such securities with Common Shares registered pursuant to any shares of capital stock of the Companyregistration statement.

Capital Structure. The authorized capital stock of the Company Aerkomm consists of 1,000 450,000,000 shares of common stock, all $0.001 par value per share, and 5,000,000 shares of which preferred stock, $0.001 par value per share. As of the date hereof and immediately prior to the Closing, (a) 810,850 shares of Aerkomm’s common stock are issued and outstanding, (b) no shares of Aerkomm’s preferred stock are issued and outstanding and (c) no shares of Aerkomm’s common stock or preferred stock are held by Aerkomm in its treasury. Except as set forth above, no shares of capital stock or other voting securities of the Company are Aerkomm were issued, reserved for issuance or outstanding. The Company is the sole record and beneficial owner of all of the issued and outstanding capital stock of each Company Subsidiary. All outstanding shares of the capital stock of Aerkomm are, and all such shares that may be issued prior to the Company and each Company Subsidiary are date hereof will be when issued, duly authorized, validly issued, fully paid and nonassessable and not subject to or issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the applicable corporate laws of the State of DelawareNevada Revised Statutes, the Company Constituent Instruments articles of incorporation and bylaws of Aerkomm, or any Contract (as defined in Section 3.05) to which the Company Aerkomm is a party or otherwise bound. There are not any bonds, debentures, notes or other indebtedness of Company or any Company Subsidiary Aerkomm having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of Company Stock or the common Aerkomm’s capital stock of any Company Subsidiary may vote (the “Voting Company Aerkomm Debt”). Except as set forth above, as As of the date of this Agreement, there are not any options, warrants, rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contracts, arrangements or undertakings of any kind to which the Company or any Company Subsidiary Aerkomm is a party or by which any of them it is bound (a) obligating the Company or any Company Subsidiary Aerkomm to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity interests in, or any security convertible or exercisable for or exchangeable into any capital stock of or other equity interest in, the Company or any Company Subsidiary Aerkomm or any Voting Company Aerkomm Debt, (b) obligating the Company or any Company Subsidiary Aerkomm to issue, grant, extend or enter into any such option, warrant, call, right, security, commitment, Contract, arrangement or undertaking or (c) that give any person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights occurring to holders of the capital stock of the Company or of any Company SubsidiaryAerkomm. As of the date of this Agreement, there are not any outstanding contractual obligations of the Company Aerkomm to repurchase, redeem or otherwise acquire any shares of capital stock of Aerkomm. The stockholder list provided to Aircom or its counsel is a current stockholder list generated by its stock transfer agent, and such list accurately reflects all of the Companyissued and outstanding shares of the Aerkomm’ common stock.

Capital Structure. The As of the Closing Date, the authorized share capital stock of the Company consists shall consist of 1,000 shares 300,000,000 Shares with a par value of common stockUS $0.01 per share, all of which are which, as of the Closing Date, no more than 215,000,000 Shares shall be issued and outstanding. Except All of the Shares as of the Closing Date shall have been duly authorized, and shall be validly issued, fully paid and non-assessable. None of the outstanding Shares have been issued in violation of any applicable BVI securities Laws. Each of the outstanding shares of share capital or other securities of each of the Company’s directly or indirectly wholly owned Subsidiaries, which are set forth abovein Section 4.2 of the Company Disclosure Schedule (“Wholly Owned Subsidiaries”), no has been duly authorized, and validly issued, and is fully paid and non-assessable (to the extent such concept is applicable in the relevant jurisdiction) and owned by the Company or by another Wholly Owned Subsidiary, free and clear of any liens, claims, mortgages, pledges, security interests, equities, options, assignments, hypothecations, preferences, priorities, deposit arrangements, easements, proxies, voting trusts or charges of any kind or restrictions (whether on voting, sale, transfer, disposition or otherwise) or other encumbrances or restrictions of any nature whatsoever, whether imposed by agreement, Law or equity, or any conditional sale contract, title retention contract or other contract to give or refrain from giving any of the foregoing (each, a “Lien” and collectively, “Liens”). Each of the outstanding shares of capital stock or other voting securities that are directly or indirectly owned by the Company of each of the Company’s Subsidiaries that are not Wholly Owned Subsidiaries, which are set forth in Section 4.2 of the Company Disclosure Schedule (“Non-Wholly Owned Subsidiaries”), has been duly authorized, and validly issued, and is fully paid and non-assessable (to the extent such concept is applicable in the relevant jurisdiction) and owned by the Company or by a Subsidiary, free and clear of any Lien other than Permitted Liens. Except as set forth in this Section 4.2, there are no preemptive or other outstanding rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements, calls, commitments or rights of any kind that obligate the Company or any of its Subsidiaries to issue or sell any Shares, shares of other share capital or other securities of the Company or any of its Subsidiaries or any securities or obligations convertible or exchangeable into or exercisable for, or giving any Person a right to subscribe for or acquire, any securities of the Company or any of its Subsidiaries, or the Per Share Merger Consideration, and no securities or obligations evidencing such rights are issuedauthorized, reserved for issuance issued or outstanding. The Company is the sole record and beneficial owner of all of the issued and does not have any outstanding capital stock of each Company Subsidiary. All outstanding shares of the capital stock of the Company and each Company Subsidiary are duly authorized, validly issued, fully paid and nonassessable and not subject to or issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the applicable corporate laws of the State of Delaware, the Company Constituent Instruments or any Contract (as defined in Section 3.05) to which the Company is a party or otherwise bound. There are not any bonds, debentures, notes notes, warrants, options or other indebtedness obligations the holders of Company or any Company Subsidiary having which have the right to vote (or convertible into, into or exchangeable for, exercisable for securities having the right to vote) on any matters on which holders of Company Stock or with the common stock of any Company Subsidiary may vote (“Voting Company Debt”). Except as set forth above, as of the date of this Agreement, there are not any options, warrants, rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contracts, arrangements or undertakings of any kind to which the Company or any Company Subsidiary is a party or by which any of them is bound (a) obligating the Company or any Company Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity interests in, or any security convertible or exercisable for or exchangeable into any capital stock of or other equity interest in, the Company or any Company Subsidiary or any Voting Company Debt, (b) obligating the Company or any Company Subsidiary to issue, grant, extend or enter into any such option, warrant, call, right, security, commitment, Contract, arrangement or undertaking or (c) that give any person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights occurring to holders of the capital stock shareholders of the Company or of on any Company Subsidiary. As of the date of this Agreement, there are not any outstanding contractual obligations of the Company to repurchase, redeem or otherwise acquire any shares of capital stock of the Companymatter.

Capital Structure. The authorized capital stock of the Company HCP consists of 1,000 780,000,000 shares of common stock, all $0.001 par value, and 20,000,000 shares of which undesignated preferred stock, $0.001 par value. As of the date hereof (a) 3,332,595 shares of HCP’s common stock are issued and outstanding, (b) no shares of preferred stock are issued and outstanding, and (c) no shares of HCP’s common stock or preferred stock are held by HCP in its treasury. Except as set forth above, no No shares of capital stock or other voting securities of the Company are HCP were issued, reserved for issuance or outstanding. The Company is the sole record and beneficial owner of all of the issued and outstanding capital stock of each Company Subsidiary. All outstanding shares of the capital stock of HCP are, and all such shares that may be issued prior to the Company and each Company Subsidiary are date hereof will be when issued, duly authorized, validly issued, fully paid and nonassessable and not subject to or issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the applicable corporate laws of the State of DelawareNevada corporation law, the Company Constituent Instruments HCP Charter, the HCP Bylaws or any Contract (as defined in Section 3.05) to which the Company HCP is a party or otherwise bound. There are not any bonds, debentures, notes or other indebtedness of Company or any Company Subsidiary HCP having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of Company Stock or the HCP’s common stock of any Company Subsidiary may vote (“Voting Company HCP Debt”). Except as set forth above, as As of the date of this Agreement, there are not any options, warrants, rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contracts, arrangements or undertakings of any kind to which the Company or any Company Subsidiary HCP is a party or by which any of them it is bound (a) obligating the Company or any Company Subsidiary HCP to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity interests in, or any security convertible or exercisable for or exchangeable into any capital stock of or other equity interest in, the Company or any Company Subsidiary HCP or any Voting Company HCP Debt, (b) obligating the Company or any Company Subsidiary HCP to issue, grant, extend or enter into any such option, warrant, call, right, security, commitment, Contract, arrangement or undertaking or (c) that give any person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights occurring to holders of the capital stock of the Company or of any Company SubsidiaryHCP. As of the date of this Agreement, there are not any outstanding contractual obligations of the Company HCP to repurchase, redeem or otherwise acquire any shares of capital stock of HCP. HCP is not a party to any agreement granting any securityholder of HCP the Companyright to cause HCP to register shares of the capital stock or other securities of HCP held by such securityholder under the Securities Act.