Common use of Capitalization and Ownership Clause in Contracts

Capitalization and Ownership. The authorized and outstanding capital stock of Purchaser and its par value per share are as set forth on Purchaser's Registration Statement on Form S-1, as updated and amended by reports filed with the SEC pursuant to the requirements of the Securities Act of 1933 and the Securities Exchange Act of 1934. The shares of Purchaser Common Stock set forth in such Registration Statement and subsequent reports and filings made with the SEC constitute all of the shares of capital stock of the Purchaser issued and outstanding and have been duly authorized and validly issued, fully paid and nonassessable, and to the best of the Knowledge and belief of Purchaser, issued in compliance with all applicable federal and state securities laws. Except as provided in such Registration Statement and subsequent reports and filings made with the SEC, there are no outstanding subscriptions, warrants, calls, options, conversion rights, rights of exchange or other commitments, plans, agreements, or arrangements of any nature under which the Purchaser may be obligated to issue, assign, exchange, purchase, redeem or transfer any shares of its capital stock, and there are no shareholders' agreements to which the Purchaser or its shareholders is a party, or proxies, voting trust agreements or similar agreements or options executed by Purchaser or to which the Purchaser Common Stock is subject. Except as provided in such Registration Statement and subsequent reports and filings made with the SEC, there are no outstanding subscriptions, options, warrants, rights, convertible securities or other agreements or commitments of any character relating to the issued or unissued capital stock or other securities of the Purchaser obligating Purchaser or, to the best Knowledge of Purchaser, its shareholders to grant, extend or enter into any subscription, option, warrant, right, convertible security or other similar agreement or commitment. Upon issuance of shares of Purchaser Common Stock, as set forth herein, the Company Shareholders shall acquire good and marketable title to the shares of Purchaser Common Stock, free and clear of any liens, pledges, encumbrances, security interests, charges, equities or restrictions of any nature imposed by Purchaser, except as set forth in this Agreement. All of the issued and outstanding capital stock of Acquisition Sub is owned by Purchaser. All of the issued and outstanding capital stock of Acquisition Sub has been duly authorized and validly issued, is fully paid and nonassessable, was offered, issued, sold and delivered by Acquisition Sub in compliance with all applicable state and federal laws concerning the issuance of securities, and was not issued in violation of the preemptive rights of any past or present shareholder. No capital stock of Acquisition Sub will be conveyed to the Company Shareholders in the Merger. Within a reasonable time prior to Closing, Purchaser will provide to Company Shareholders copies of its Registration Statement on Form S-1 and copies of all subsequent Forms 10-K and 10-Q, to the extent that such copies are reasonably available to Purchaser.

Capitalization and Ownership. The authorized and outstanding capital stock of Purchaser and its par value per share are share, if any, is as set forth on Purchaser's Registration Statement Schedule 2.2(b) hereto. Each person listed on Form S-1, as updated and amended by reports filed with Schedule 2.2(b) is the SEC pursuant to the requirements lawful owner of that number of the Securities Act issued and outstanding shares of 1933 capital stock of Purchaser set forth opposite such person's name, free and the Securities Exchange Act clear of 1934any restrictions upon. The shares of Purchaser Common Stock set forth in such Registration Statement and subsequent reports and filings made with the SEC on Schedule 2.2(b) constitute all of the shares of capital stock of the Purchaser issued and outstanding and have been duly authorized and validly issued, fully paid and nonassessable, and to the best of the Knowledge knowledge and belief of the Purchaser, issued in compliance with all applicable federal and state securities laws. Except as provided in such Registration Statement and subsequent reports and filings made with the SECthis Agreement, there are no outstanding subscriptions, warrants, calls, options, conversion rights, rights of exchange or other commitments, plans, agreements, or arrangements of any nature under which the Purchaser or its shareholders may be obligated to issue, assign, exchange, purchase, redeem or transfer any shares of its capital stockstock of the Purchaser, and there are no shareholders' agreements to which the Purchaser or its shareholders is a party, or proxies, voting trust agreements or similar agreements or options executed by the Purchaser or to which the Purchaser Common Stock is subject. Except as provided in such Registration Statement and subsequent reports and filings made with the SEC, there There are no outstanding subscriptions, options, warrants, rights, convertible securities or other agreements or commitments of any character relating to the issued or unissued capital stock or other securities of the Purchaser obligating the Purchaser or, to the best Knowledge knowledge of Purchaser, its shareholders to grant, extend or enter into any subscription, option, warrant, right, convertible security or other similar agreement or commitment. Upon issuance of shares of Purchaser Common Stock in exchange for the shares of the Company's Capital Stock, as set forth herein, the Company Selling Shareholders shall acquire good and marketable title to the shares of Purchaser Common Stock, free and clear of any liens, pledges, encumbrances, security interests, charges, equities or restrictions of any nature imposed by Purchaser, Purchaser except as set forth in this Agreement. All of the issued and outstanding capital stock of Acquisition Sub is owned by Purchaser. All of the issued and outstanding capital stock of Acquisition Sub has been duly authorized and validly issued, is fully paid and nonassessable, was offered, issued, sold and delivered by Acquisition Sub in compliance with all applicable state and federal laws concerning the issuance of securities, and was not issued in violation of the preemptive rights of any past or present shareholder. No capital stock of Acquisition Sub will be conveyed to the Company Shareholders in the Merger. Within a reasonable time prior to Closing, Purchaser will provide to Company Shareholders copies of its Registration Statement on Form S-1 and copies of all subsequent Forms 10-K and 10-Q, to the extent that such copies are reasonably available to Purchaser.

Capitalization and Ownership. (a) The authorized and outstanding capital stock of Purchaser and its par value per share Shares are as set forth on Purchaser's Registration Statement on Form S-1duly authorized, as updated and amended by reports filed with the SEC pursuant to the requirements of the Securities Act of 1933 and the Securities Exchange Act of 1934. The shares of Purchaser Common Stock set forth in such Registration Statement and subsequent reports and filings made with the SEC constitute all of the shares of capital stock of the Purchaser issued and outstanding and have been duly authorized and validly issued, fully paid and nonassessablenonassessable and owned by the Sellers free and clear of all Liens (other than Liens imposed under federal, state or foreign securities laws). The Sellers will transfer and deliver to the best applicable Purchasing Entities designated by Purchaser Parent (or Purchaser Parent’s designee(s)) at the Closing valid title to the Shares, free and clear of the Knowledge all Liens (other than Liens imposed under federal, state or foreign securities laws and belief Liens imposed solely due to actions of Purchaser, issued in compliance with all applicable federal and state securities lawsPurchaser Parent or a Purchasing Entity). Except as provided for the Shares and any interest in such Registration Statement and subsequent reports and filings made with the SECa Transferred Entity held by another Transferred Entity, there are no outstanding subscriptionsshares of common stock, warrants, calls, options, conversion rights, rights of exchange preferred stock or other commitmentsequity interests of any Transferred Entity reserved, plans, agreementsissued or outstanding or any other securities or obligations convertible or exchangeable into or exercisable for, or arrangements giving any Person a right to subscribe for or acquire, any securities of any nature under which the Purchaser may be obligated to issue, assign, exchange, purchase, redeem or transfer any shares of its capital stockTransferred Entity, and there no securities evidencing such rights are no shareholders' agreements to which the Purchaser issued or its shareholders is a party, or proxies, voting trust agreements or similar agreements or options executed by Purchaser or to which the Purchaser Common Stock is subjectoutstanding. Except as provided in such Registration Statement and subsequent reports and filings made with the SEC, there There are no outstanding preemptive rights, subscriptions, options, warrants, convertible securities, exchangeable securities, contingent value rights, convertible redemption rights, repurchase rights, stock appreciation, phantom stock or profit participations or agreements relating to the equity securities of any Transferred Entity or other agreements agreements, arrangements or commitments obligations of any character relating of Parent or any of its Subsidiaries to issue or sell any equity securities of any Transferred Entity. None of the issued or unissued capital stock Transferred Entities has any outstanding bonds, debentures, notes or other obligations that provide the holders thereof the right to vote (or are convertible or exchangeable into or exercisable for securities having the right to vote) with the stockholders of the Purchaser obligating Purchaser or, to the best Knowledge of Purchaser, its shareholders to grant, extend or enter into such Transferred Entity on any subscription, option, warrant, right, convertible security or other similar agreement or commitment. Upon issuance of shares of Purchaser Common Stock, as set forth herein, the Company Shareholders shall acquire good and marketable title to the shares of Purchaser Common Stock, free and clear of any liens, pledges, encumbrances, security interests, charges, equities or restrictions of any nature imposed by Purchaser, except as set forth in this Agreement. All of the issued and outstanding capital stock of Acquisition Sub is owned by Purchaser. All of the issued and outstanding capital stock of Acquisition Sub has been duly authorized and validly issued, is fully paid and nonassessable, was offered, issued, sold and delivered by Acquisition Sub in compliance with all applicable state and federal laws concerning the issuance of securities, and was not issued in violation of the preemptive rights of any past or present shareholder. No capital stock of Acquisition Sub will be conveyed to the Company Shareholders in the Merger. Within a reasonable time prior to Closing, Purchaser will provide to Company Shareholders copies of its Registration Statement on Form S-1 and copies of all subsequent Forms 10-K and 10-Q, to the extent that such copies are reasonably available to Purchasermatter.

Capitalization and Ownership. The authorized Disclosure Schedule sets forth the number and outstanding capital stock of Purchaser and its par value per share are as set forth on Purchaser's Registration Statement on Form S-1of the shares of stock that US WIRELESS is currently authorized to issue, as updated has issued, has outstanding and amended by reports filed has reserved for issuance upon conversion of shares of US Wireless Preferred Stock into Common Stock. All the outstanding Common Stock is, and upon issuance and payment therefor in accordance with the SEC pursuant to the requirements terms of this Agreement, all of the Securities Act outstanding shares of 1933 the US Wireless Preferred Stock will be, validly issued, fully paid and nonassessable. All the outstanding Common Stock has been issued in full compliance with applicable law. None of the shares of the Common Stock or the US Wireless Preferred Stock are held in US WIRELESS’s treasury. The Common Stock and the US Wireless Preferred Stock are not entitled to cumulative voting rights, preemptive rights, anti-dilution rights and so-called registration rights under the Securities Exchange Act of 1934Act, except as otherwise provided in the Transaction Documents. The shares of Purchaser Common Stock and the US Wireless Preferred Stock have the preferences, voting powers, qualifications, and special or relative rights or privileges set forth in such Registration Statement and subsequent reports and filings made with the SEC constitute all Articles of Incorporation. Except as described in the Disclosure Schedule, US WIRELESS has no outstanding option, warrant or other commitment to issue or to acquire any shares of its capital stock, or any securities or obligations convertible into or exchangeable for its capital stock, except for the conversion provisions of the US Wireless Preferred Stock, nor, except as contemplated hereby, has it given any person any right to acquire from US WIRELESS or sell US WIRELESS any shares of its capital stock. There is, and immediately upon consummation of the transactions contemplated hereby there will be, no agreement, restriction or encumbrance with respect to the sale or voting of any shares of capital stock of US WIRELESS (whether outstanding or issuable upon conversion or exercise of outstanding securities) except for the Purchaser offering and sale of US Wireless Preferred Stock pursuant to this Agreement. Except as set forth in the Disclosure Schedule, there are no options, warrants, conversion privileges, subscription or purchase rights or other rights currently outstanding to purchase or otherwise acquire (i) any authorized but unissued, unauthorized or treasury shares of US Wireless’ capital stock, (ii) any stock equivalents or (iii) other securities of US WIRELESS, and there are no commitments, Contracts, agreements, arrangements or understandings by US WIRELESS to issue any shares of US WIRELESS’s capital stock or any stock equivalents or other securities of US WIRELESS. The shares of the US Wireless Preferred Stock are duly authorized, and when issued and sold to AIR2LAN after payment therefor will be validly issued, fully paid and non-assessable, will be issued in compliance with the registration and qualification requirements of all applicable federal and state securities laws and will be free and clear of all liens, encumbrances, obligations and third party claims. The Conversion Shares are duly authorized, have been duly and validly reserved for issuance and when issued upon conversion of the US Wireless Preferred Stock will be fully paid and non-assessable, free and clear of all Liens, encumbrances, obligations and third-party claims, and not subject to any preemptive right or similar rights. All of the issued and outstanding shares of Common Stock and US Wireless Preferred Stock have been duly authorized and validly issued, are fully paid for and nonassessablenon-assessable, and to the best of the Knowledge and belief of Purchaser, were issued in compliance with the registration and qualification requirements of all applicable federal and state securities laws. Except as provided in such Registration Statement and subsequent reports and filings made with the SEC, there are no outstanding subscriptions, warrants, calls, options, conversion rights, rights of exchange or other commitments, plans, agreements, or arrangements of any nature under which the Purchaser may be obligated to issue, assign, exchange, purchase, redeem or transfer any shares of its capital stock, and there are no shareholders' agreements to which the Purchaser or its shareholders is a party, or proxies, voting trust agreements or similar agreements or options executed by Purchaser or to which the Purchaser Common Stock is subject. Except as provided in such Registration Statement and subsequent reports and filings made with the SEC, there are no outstanding subscriptions, options, warrants, rights, convertible securities or other agreements or commitments of any character relating to the issued or unissued capital stock or other securities of the Purchaser obligating Purchaser or, to the best Knowledge of Purchaser, its shareholders to grant, extend or enter into any subscription, option, warrant, right, convertible security or other similar agreement or commitment. Upon issuance of shares of Purchaser Common Stock, as set forth herein, the Company Shareholders shall acquire good and marketable title to the shares of Purchaser Common Stock, free and clear of any liens, pledges, encumbrances, security interests, charges, equities or restrictions of any nature imposed by Purchaser, except as set forth in this Agreement. All of the issued and outstanding capital stock of Acquisition Sub is owned by Purchaser. All of the issued and outstanding capital stock of Acquisition Sub has been duly authorized and validly issued, is fully paid and nonassessable, was offered, issued, sold and delivered by Acquisition Sub in compliance with all applicable state and federal laws concerning the issuance of securities, and was not issued in violation of the preemptive rights of any past or present shareholder. No capital stock of Acquisition Sub will be conveyed to the Company Shareholders in the Merger. Within a reasonable time prior to Closing, Purchaser will provide to Company Shareholders copies of its Registration Statement on Form S-1 and copies of all subsequent Forms 10-K and 10-Q, to the extent that such copies are reasonably available to Purchaser.

Capitalization and Ownership. The Company’s authorized and outstanding capital stock of Purchaser Equity Securities (the “Shares”) and its par value per share Subsidiaries’ authorized and outstanding equity securities (the “Subsidiary Shares”) are as set forth on Purchaser's Registration Statement on Form S-1, as updated and amended by reports filed with the SEC pursuant to the requirements Schedule 4.2 of the Securities Act of 1933 Disclosure Schedules, and the Securities Exchange Act Subsidiary Shares are owned of 1934record by the stockholders set forth on Schedule 4.2 of the Disclosure Schedules in the respective amounts set forth thereon. The shares of Purchaser Common Stock Company’s Subsidiaries are set forth in such Registration Statement and subsequent reports and filings made with the SEC constitute all on Schedule 4.2 of the shares of capital stock Disclosure Schedules. All of the Purchaser issued Shares and outstanding and the Subsidiary Shares have been duly authorized and validly issued, are fully paid and nonassessable, and to the best were not issued in violation of the Knowledge terms of any Contract binding upon any Target Company and belief of Purchaser, were issued in compliance with all applicable federal Charter Documents of each Target Company and state all applicable securities lawsor “blue sky” Laws. No Equity Securities or equity securities of the Subsidiaries, other than the Shares and the Subsidiary Shares, are issued or outstanding. There are no preemptive rights with respect to the issuance of the Shares or the Subsidiary Shares. Each Target Company has complied with all preemptive rights associated with the Shares and the Subsidiary Shares. Except as provided in such Registration Statement and subsequent reports and filings made with set forth on Section 4.2 of the SECDisclosure Schedules, there are are: (a) no outstanding subscriptionsexisting Contracts, warrants, calls, options, conversion stock appreciation rights, rights of exchange or other commitments, plans, agreements, or arrangements of any nature under which the Purchaser may be obligated to issue, assign, exchange, purchase, redeem or transfer any shares of its capital stock, and there are no shareholders' agreements to which the Purchaser or its shareholders is a party, or proxies, voting trust agreements or similar agreements or options executed by Purchaser or to which the Purchaser Common Stock is subject. Except as provided in such Registration Statement and subsequent reports and filings made with the SEC, there are no outstanding subscriptions, options, warrants, rightscalls, convertible securities commitments or other agreements or commitments rights of any character relating (including under any shareholder rights plan or similar antitakeover agreement or plan) to purchase or otherwise acquire from any Target Company stockholder or a Target Company at any time, or upon the issued or unissued happening of any stated event, any capital stock or other securities of the Purchaser obligating Purchaser orany Target Company, to the best Knowledge whether or not presently issued or outstanding; (b) no outstanding securities of Purchaser, its shareholders to grant, extend any Target Company that are convertible into or enter into any subscription, option, warrant, right, convertible security exchangeable for capital stock or other similar agreement or commitment. Upon issuance of shares of Purchaser Common Stock, as set forth herein, the Company Shareholders shall acquire good and marketable title to the shares of Purchaser Common Stock, free and clear securities of any liensTarget Company; and (c) no Contracts, pledgesstock appreciation rights, encumbrancessubscriptions, security interestsoptions, chargeswarrants, equities calls, phantom units, restricted stock or restrictions of any nature imposed by Purchaserother equity-based awards, except as set forth in this Agreement. All of the issued and outstanding capital stock of Acquisition Sub is owned by Purchaser. All of the issued and outstanding capital stock of Acquisition Sub has been duly authorized and validly issued, is fully paid and nonassessable, was offered, issued, sold and delivered by Acquisition Sub in compliance with all applicable state and federal laws concerning the issuance of securities, and was not issued in violation of the preemptive commitments or rights of any past character to purchase or present shareholder. No capital stock of Acquisition Sub will be conveyed to the otherwise acquire from any Target Company Shareholders in the Merger. Within a reasonable time prior to Closing, Purchaser will provide to Company Shareholders copies of its Registration Statement on Form S-1 and copies of all subsequent Forms 10-K and 10-Q, to the extent that any such copies are reasonably available to Purchaserconvertible or exchangeable securities.

Capitalization and Ownership. (a) The authorized authorized, issued and outstanding capital stock or other equity interest of Purchaser and its par value per share are as set forth on Purchaser's Registration Statement on Form S-1, as updated and amended by reports filed with the SEC pursuant to the requirements each of the Securities Act Purchased Entities (including the capital stock of 1933 the Purchased Entities constituted in Mexico and Peru) as of the Effective Date is listed in Section 3.2 of the Seller Disclosure Schedule. Section 3.2 of the Seller Disclosure Schedule lists the record owner of capital stock or other equity interest issued by each Purchased Entity and describes the type of equity interest owned and the number of such equity interests owned as of the Effective Date. There are no irrevocable proxies with respect to any Purchased Securities Exchange Act of 1934. The (excluding, for this purpose, shares of Purchaser Common Stock set forth in such Registration Statement any Subsidiary of a Purchased Entity that is listed as an Excluded Asset), and subsequent reports no equity interest of any Purchased Entity is or may become required to be issued because of any options, warrants, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into or exchangeable or exercisable for, shares of any capital stock or other equity interests of any Purchased Entity, and filings made with the SEC constitute all except for this Agreement there are no Contracts by which PGS or any Subsidiary of the PGS is or may be bound to issue additional shares of capital stock of any Purchased Entity or any Subsidiary of a Purchased Entity or securities convertible into or exchangeable or exercisable for any such capital stock or other equity interests. All of the Purchaser issued and outstanding and have been duly authorized and Purchased Securities are, or will be when issued, validly issued, fully paid and nonassessable, and to the best of the Knowledge and belief of Purchaser, issued in compliance with all applicable federal and state securities laws. Except as provided in such Registration Statement and subsequent reports and filings made with the SEC, there are no outstanding subscriptions, warrants, calls, options, conversion rights, rights of exchange or other commitments, plans, agreements, or arrangements of any nature under which the Purchaser may be obligated to issue, assign, exchange, purchase, redeem or transfer any shares of its capital stock, and there are no shareholders' agreements to which the Purchaser or its shareholders is a party, or proxies, voting trust agreements or similar agreements or options executed by Purchaser or to which the Purchaser Common Stock is subject. Except as provided in such Registration Statement and subsequent reports and filings made with the SEC, there are no outstanding subscriptions, options, warrants, rights, convertible securities or other agreements or commitments of any character relating to the issued or unissued capital stock or other securities of the Purchaser obligating Purchaser or, to the best Knowledge of Purchaser, its shareholders to grant, extend or enter into any subscription, option, warrant, right, convertible security or other similar agreement or commitment. Upon issuance of shares of Purchaser Common Stock, as set forth herein, the Company Shareholders shall acquire good and marketable title to the shares of Purchaser Common Stock, free and clear of any liens, pledges, encumbrances, security interests, charges, equities or restrictions of any nature imposed by Purchasernonassessable and, except as set forth in Section 3.2 of the Seller Disclosure Schedule, are owned by the applicable Securities Seller free and clear of all Liens. Upon delivery by the Securities Sellers of (i) a communication addressed to each of the Purchased Entities incorporated in Peru in which the Securities Sellers provide notice of the transfer of the Purchased Securities in favor of one or more of the Purchasers and such transfer is registered in the stock ledger of each of the Purchased Entities incorporated in Peru, or (ii) certificates representing or other indicia of ownership relating to the Purchased Securities to the Purchasers, duly endorsed for transfer to a Purchaser, and the notation in the stock ledger book (Libro de Registro de Acciones) of such ownership or accompanied by stock powers or similar instruments duly executed by Securities Sellers, as applicable, and upon payment for such Purchased Securities by a Purchaser, as contemplated by this Agreement. All , the Purchasers will own, directly or indirectly by ownership of a Purchased Entity, all of the issued and outstanding capital stock equity securities of Acquisition Sub is owned by Purchaser. All each of the issued Purchased Entities free and outstanding capital stock of Acquisition Sub has been duly authorized and validly issued, is fully paid and nonassessable, was offered, issued, sold and delivered by Acquisition Sub in compliance with all applicable state and federal laws concerning the issuance of securities, and was not issued in violation of the preemptive rights of any past or present shareholder. No capital stock of Acquisition Sub will be conveyed to the Company Shareholders in the Merger. Within a reasonable time prior to Closing, Purchaser will provide to Company Shareholders copies of its Registration Statement on Form S-1 and copies clear of all subsequent Forms 10-K and 10-QLiens, to the extent that such copies are reasonably available to other than Liens created by a Purchaser.

Capitalization and Ownership. (a) The authorized and outstanding capital stock of Purchaser and its par value per share are as set forth on Purchaser's Registration Statement on Form S-1, as updated and amended by reports filed with the SEC pursuant to the requirements of the Securities Act of 1933 and the Securities Exchange Act of 1934. The shares of Purchaser Common Stock set forth in such Registration Statement and subsequent reports and filings made with the SEC constitute all of the shares of capital stock of the Purchaser issued Company and outstanding the names and have been duly authorized and validly issued, fully paid and nonassessable, and to the best holdings of the Knowledge record holders thereof as of March 1, 2006 and belief of Purchaser, issued in compliance with all applicable federal and state securities laws. Except as provided in such Registration Statement and subsequent reports and filings made with the SEC, there are no outstanding subscriptions, warrants, calls, options, conversion rights, rights of exchange or other commitments, plans, agreements, or arrangements of any nature under which the Purchaser may be obligated to issue, assign, exchange, purchase, redeem or transfer any shares of its capital stock, and there are no shareholders' agreements to which the Purchaser or its shareholders is a party, or proxies, voting trust agreements or similar agreements or options executed by Purchaser or to which the Purchaser Common Stock is subject. Except as provided in such Registration Statement and subsequent reports and filings made with the SEC, there are no outstanding subscriptions, options, warrants, rights, convertible securities or other agreements or commitments of any character relating to the issued or unissued capital stock or other securities of the Purchaser obligating Purchaser or, to the best Knowledge of Purchaser, its shareholders to grant, extend or enter into any subscription, option, warrant, right, convertible security or other similar agreement or commitment. Upon issuance of shares of Purchaser Common Stock, as Closing are set forth herein, on Schedule 3.3. The Shares owned by the Company Shareholders shall acquire good and marketable title to Sellers are the shares of Purchaser Common Stock, free and clear of any liens, pledges, encumbrances, security interests, charges, equities or restrictions of any nature imposed by Purchaser, except as set forth in this Agreement. All of the only issued and outstanding capital stock of Acquisition Sub the Company. Each Seller is owned by Purchaserthe sole holder and owner, of record and beneficially, of his, her or its Shares as set forth on Schedule 3.3, with all rights to vote such Shares without restriction and free and clear of all Liens. Upon purchase and payment therefor and delivery to the Buyer thereof in accordance with the terms of this Agreement, each Seller’s Shares shall be transferred free and clear of all Liens at the Closing. All of the issued and outstanding capital stock of Acquisition Sub has been Shares were duly authorized and validly issued, is issued and are fully paid and nonassessablenon-assessable without restriction on the right of transfer thereof (other than restrictions imposed upon non-registered securities under federal and state securities Laws). Subject to the provisions of the Stockholders’ Agreement (which effective as of the Closing will be terminated) and except for the Buyer’s rights pursuant to this Agreement, was offeredexcept for the Warrants and Options (each of which as of the Closing has been terminated) and except as set forth on Schedule 3.3, issued(i) there are no authorized or outstanding securities of the Company other than the Shares, sold and delivered by Acquisition Sub in compliance or warrants, preemptive rights, other rights, or options with all applicable state and federal laws concerning respect to any securities of the issuance of securitiesCompany, and was not issued in violation (ii) neither the Company nor any Seller is subject to any obligation to issue, sell, deliver, redeem, or otherwise transfer, acquire or retire the Shares or any other securities of the preemptive rights Company. Except for the Stockholders’ Agreement (which effective as of the Closing will be terminated), there are no outstanding contractual obligations of the Company to repurchase, redeem or otherwise acquire Shares or to provide funds to, or make any investment (in the form of a loan, capital contribution or otherwise) in, any other Person. Except for the Stockholders’ Agreement and Registration Rights Agreement (each of which effective as of Closing will be terminated), there are no voting trusts, stockholder agreements, proxies or other agreements or understandings in effect with respect to the voting or transfer of any past of the Shares. Schedule 3.3 also sets forth each Seller’s Closing Pro Rata Portion, Escrow Pro Rata Portion or present shareholder. No capital stock of Acquisition Sub will be conveyed to the Company Shareholders in the Merger. Within a reasonable time prior to ClosingSeries A and B Pro Rata Portion, Purchaser will provide to Company Shareholders copies of its Registration Statement on Form S-1 and copies of all subsequent Forms 10-K and 10-Q, to the extent that such copies are reasonably available to Purchaseras applicable.

Capitalization and Ownership. The authorized and outstanding capital stock of Purchaser and its par value per share are as set forth on Purchaser's Registration Statement on Form S-1, as updated and amended by reports filed with the SEC pursuant to the requirements of the Securities Act of 1933 and the Securities Exchange Act of 1934. The shares of Purchaser Common Stock set forth in such Registration Statement and subsequent reports and filings made with the SEC constitute all of the shares of capital stock of the Purchaser All issued and outstanding and have been duly authorized and validly membership interests of Novopelle are legally issued, fully paid and nonassessablepaid, and to the best of the Knowledge non-assessable and belief of Purchaser, issued in compliance with all applicable federal and state securities laws. Except as provided in such Registration Statement and subsequent reports and filings made with the SEC, there are no outstanding subscriptions, warrants, calls, options, conversion rights, rights of exchange or other commitments, plans, agreements, or arrangements of any nature under which the Purchaser may be obligated to issue, assign, exchange, purchase, redeem or transfer any shares of its capital stock, and there are no shareholders' agreements to which the Purchaser or its shareholders is a party, or proxies, voting trust agreements or similar agreements or options executed by Purchaser or to which the Purchaser Common Stock is subject. Except as provided in such Registration Statement and subsequent reports and filings made with the SEC, there are no outstanding subscriptions, options, warrants, rights, convertible securities or other agreements or commitments of any character relating to the issued or unissued capital stock or other securities of the Purchaser obligating Purchaser or, to the best Knowledge of Purchaser, its shareholders to grant, extend or enter into any subscription, option, warrant, right, convertible security or other similar agreement or commitment. Upon issuance of shares of Purchaser Common Stock, as set forth herein, the Company Shareholders shall acquire good and marketable title to the shares of Purchaser Common Stock, free and clear of any liens, pledges, encumbrances, security interests, charges, equities or restrictions of any nature imposed by Purchaser, except as set forth in this Agreement. All of the issued and outstanding capital stock of Acquisition Sub is owned by Purchaser. All of the issued and outstanding capital stock of Acquisition Sub has been duly authorized and validly issued, is fully paid and nonassessable, was offered, issued, sold and delivered by Acquisition Sub in compliance with all applicable state and federal laws concerning the issuance of securities, and was not issued in violation of the preemptive or other rights of any past or present shareholderperson. No capital stock Prior to giving effect to the transactions contemplated by this Agreement, the Novopelle Members are the legal and beneficial owners of Acquisition Sub will all of the issued and outstanding equity interests of Novopelle, with each Novopelle Member owning the equity interests of Novopelle set forth on the signature page hereof, all of which equity interests are owned free and clear of any Liens (other than those imposed under applicable securities laws). The Novopelle Membership Interests to be conveyed delivered by Novopelle Members to the Company Shareholders at the Closing constitute all of the issued and outstanding equity interests of Novopelle. All of the outstanding equity interests of Novopelle were not issued in violation of any purchase option, right of first refusal, preemptive right, subscription right or any similar right under any provision of applicable Law, Novopelle’s governing documents or any contract to which Novopelle is a party or by which it or its securities are bound. Novopelle holds no equity interests in its treasury. None of the Mergeroutstanding equity interests of Novopelle were issued in violation of any applicable securities Laws. Within a reasonable time prior There are no convertible securities of Novopelle. There are no preemptive rights or rights of first refusal or first offer with respect to ClosingNovopelle’s equity securities, Purchaser will provide nor are there any contracts, commitments, arrangements or restrictions to Company Shareholders copies of its Registration Statement on Form S-1 and copies of all subsequent Forms 10-K and 10-Qwhich Novopelle or, to the extent that such copies Knowledge of Novopelle, any of its equity holders is a party or bound relating to any equity securities or convertible securities of Novopelle, whether or not outstanding. There are reasonably available no outstanding or authorized equity appreciation, phantom equity or similar rights with respect to PurchaserNovopelle. There are no voting trusts, proxies, shareholder agreements or any other agreements or understandings with respect to the voting of Novopelle’s equity interests. There are no outstanding contractual obligations of Novopelle to repurchase, redeem or otherwise acquire any equity interests of Novopelle. There are no declared or accrued but unpaid dividends with respect to any equity interests of Novopelle. Annexed hereto and made a part hereof as Exhibit “I” (Article “4C”), is a schedule of all Novopelle Members and their respective ownership of Novopelle’s common stock.