Common use of Authorized Capital Stock Clause in Contracts

Authorized Capital Stock. (a) The authorized capital stock of the Company consists of (i) an unlimited number of Common Shares, (ii) an unlimited number of Class B Special Shares, (iii) an unlimited number of Class A Special Shares and (iv) an unlimited number of Class A Preferred Shares. Immediately prior to the Closing, (A) 16,260,659 Common Shares are validly issued and outstanding, fully paid and nonassessable, (B) 16,260,658.8 Class B Special Shares are validly issued and outstanding, fully paid and nonassessable, (C) no Class A Special Shares are issued and outstanding and (D) no Class A Preferred Shares are issued or outstanding. (b) The stockholders of record and holders of subscriptions, warrants, options, convertible securities, and other rights (contingent or other) to purchase or otherwise acquire equity securities of the Company, and the number of shares, subscriptions, warrants, options, convertible securities, and other such rights held by each, in each case as of immediately prior to the Selling Shareholder Closing, are as set forth in the attached Schedule III. As of the Closing, (i) no subscription, warrant, option, convertible security, or other right (contingent or other) to purchase or otherwise acquire equity securities of the Company is authorized or outstanding and (ii) there is no commitment by the Company to issue shares, subscriptions, warrants, options, convertible securities, or other such rights or to distribute to holders of any of its equity securities any evidence of indebtedness or asset. Except as provided for in the Articles, the Company has no obligation (contingent or other) to purchase, redeem or otherwise acquire any of its equity securities or any interest therein or to pay any dividend or make any other distribution in respect thereof. Except for the Shareholders Agreement, the Investor Rights Agreement and Shares which are held in a Registered Retirement Saving Plan (“RRSP”) or Tax Free Savings Account (“TFSA”), there are no voting trusts or agreements, shareholders’ agreements, pledge agreements, buy-sell agreements, rights of first refusal, preemptive rights or proxies relating to any securities of the Company to which the Company is a party or, to the Company’s knowledge, to which the Company is not a party. All of the outstanding securities of the Company were issued in compliance with all applicable securities laws, either domestic or foreign.

Authorized Capital Stock. (a) The authorized capital stock of the ------------------------ Company consists of (i) an unlimited number 30,000,000 shares of Common Shares, Stock and (ii) an unlimited number 5,000,000 shares of Class preferred stock, of which 4,250,000 shares have been designated Series B Special Shares, Preferred Stock (iiiSeries B Preferred Stock) an unlimited number and of Class A Special Shares and (iv) an unlimited number which 500,000 shares have been designated Series C Preferred Stock. 8,894,426 shares of Class A Preferred Shares. Immediately prior to the Closing, (A) 16,260,659 Common Shares Stock are validly issued and outstanding, fully paid and nonassessablenonassessable with no personal liability attaching to the ownership thereof, (B) 16,260,658.8 Class 4,674,854 shares of Common Stock are reserved for issuance upon exercise of outstanding options and warrants, and another 888,800 shares have been reserved for issuance under the 1994 Long-Term Incentive and Stock Option Plan and the 1996 Directors' Stock Option Plan, 4,250,000 shares Series B Special Shares are validly Preferred Stock have been issued and outstandingno Series C Shares shall have been issued. The designations, fully paid powers, preferences, rights, qualifications, limitations and nonassessable, (C) no Class A Special Shares are issued restrictions in respect of each class and outstanding and (D) no Class A Preferred Shares are issued or outstanding. (b) The stockholders series of record and holders of subscriptions, warrants, options, convertible securities, and other rights (contingent or other) to purchase or otherwise acquire equity securities authorized capital stock of the Company, and the number of shares, subscriptions, warrants, options, convertible securities, and other such rights held by each, in each case as of immediately prior to the Selling Shareholder Closing, Company are as set forth in the attached Schedule IIIArticles of Incorporation, and all such designations, powers, preferences, rights, qualifications, limitations and restrictions are valid, binding and enforceable and in accordance with all applicable laws. As of Except as contemplated by this Agreement or set forth in the ClosingAnnual Report, including the financial statements made a part thereof, (i) no Person owns of record or is known to the Company to own beneficially any share of Common Stock, (ii) no subscription, warrant, option, convertible security, or other right (contingent or other) to purchase or otherwise acquire equity securities of the Company is authorized or outstanding and outstanding, (iiiii) there is no commitment by the Company to issue shares, subscriptions, warrants, options, convertible equity or debt securities, or other such rights or to distribute to holders of any of its equity or debt securities any evidence of indebtedness or assetasset and (iv) there are 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 is a party or by which it is bound (x) obligating the Company 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 into, or exercisable for or exchangeable for, any capital stock of or other equity interest in, the Company, (y) obligating the Company to issue, grant, extend or enter into any such option, warrant, call, right, security, commitment, contract, arrangement or undertaking, or (z) 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 Common Stock. Except as provided for in the ArticlesArticles of Incorporation or as set forth in the Annual Report, the Company has no obligation (contingent or other) to purchase, redeem or otherwise acquire any of its equity securities or any interest therein or to pay any dividend or make any other distribution in respect thereof. Except for as set forth in the Shareholders Annual Report, or as expressly contemplated by the terms of this Agreement, the Investor Rights Agreement and Shares which are held in a Registered Retirement Saving Plan (“RRSP”) or Tax Free Savings Account (“TFSA”), there are no voting trusts or agreements, shareholders’ ' agreements, pledge agreements, buy-sell agreements, rights of first refusal, preemptive rights or proxies relating to any securities of the Company to which whether or not the Company is a party or, to the Company’s knowledge, to which the Company is not a partythereto. All of the outstanding securities of the Company were issued in compliance with all applicable federal and state securities laws, either domestic or foreign.

Authorized Capital Stock. (a) The authorized capital stock of the Company Corporation consists of (i) an unlimited number 37,500,000 shares of Common SharesStock and 10,000,000 shares of Preferred Stock, par value $.001 per share, of which 5,250,000 shares have been designated Series A 9% Convertible Preferred Stock (ii) an unlimited number of Class B Special Shares, (iii) an unlimited number of Class A Special Shares and (iv) an unlimited number of Class the "Series A Preferred SharesStock"). Immediately prior to the ClosingOn October 30, (A) 16,260,659 1998, 7,756,006 shares of Common Shares are Stock and 5,000,000 shares of Series A Preferred Stock will be validly issued and outstanding, fully paid and nonassessable, (B) 16,260,658.8 Class B Special Shares are validly nonassessable with no personal liability attaching to the ownership thereof. The Series A Preferred Stock is the only series of Preferred Stock of the Corporation issued and outstanding. The designations, fully paid powers, preferences, rights, qualifications, limitations and nonassessable, (C) no Class A Special Shares are issued restrictions in respect of each class and outstanding and (D) no Class A Preferred Shares are issued or outstanding. (b) The stockholders series of record and holders of subscriptions, warrants, options, convertible securities, and other rights (contingent or other) to purchase or otherwise acquire equity securities authorized capital stock of the Company, and the number of shares, subscriptions, warrants, options, convertible securities, and other such rights held by each, in each case as of immediately prior to the Selling Shareholder Closing, Corporation are as set forth in the attached Schedule III. As Charter and the Certificate of Designation of the ClosingSeries A Preferred Stock and amendments thereto (the "Certificate of Designation"), and all such designations, powers, preferences, rights, qualifications, limitations and restrictions are valid, binding and enforceable and in accordance with all applicable laws. Except as set forth in the Charter, Certificate of Designation or SEC Documents (as defined herein), (i) no subscription, warrant, option, convertible security, or other right (contingent or otherotherwise) to purchase or otherwise acquire equity securities of the Company Corporation from the Corporation or any of its subsidiaries is authorized or outstanding and (ii) there is no commitment by the Company Corporation to issue shares, subscriptions, warrants, options, convertible securities, or other such rights or to distribute to holders of any of its equity securities any evidence of indebtedness or asset. Except as provided for in the ArticlesCharter or the Certificate of Designation or as set forth in the SEC Documents, the Company Corporation has no obligation (contingent or otherotherwise) to purchase, redeem or otherwise acquire any of its equity securities or any interest therein or to pay any dividend or make any other distribution in respect thereof. Except for the Shareholders Agreement, the Investor Rights Agreement and Shares which are held in a Registered Retirement Saving Plan (“RRSP”) or Tax Free Savings Account (“TFSA”), there are no The Corporation does not know of any voting trusts or agreements, shareholders’ stockholders agreements, pledge agreements, buy-sell agreements, rights of first refusal, preemptive rights or proxies relating to any securities of the Company to which the Company Corporation or any of its subsidiaries (whether or not any of them is a party orthereto), to except for this Agreement and the Company’s knowledge, to which the Company is not a partyStockholders Agreement. All of the outstanding securities of the Company were Corporation have been issued in compliance in all material respects with all applicable Federal and state securities laws. Except for the Registration Rights Agreement, either domestic or foreignas set forth in the SEC Documents or as set forth in Schedule 2.4 hereof, there are no agreements or understandings granting to any Person any right to cause the Corporation to effect the registration under the Securities Act of 1933, as amended (the "Securities Act"), of any shares of its capital stock. (b) The Corporation has reserved, and at all times from and after the date hereof will keep reserved, free from preemptive rights, out of its authorized but unissued shares of Common Stock, solely for the purpose of effecting the exercise of the Warrant, sufficient shares of Common Stock to provide for the full exercise of the Warrant. The foregoing reservation of shares of Common Stock shall at all times assume that the Warrant will be exercisable into the maximum number of shares of Common Stock issuable upon such exercise.

Authorized Capital Stock. (a) The authorized capital stock of the Company consists of (i) an unlimited number 30,000,000 shares of Common Shares, Stock and (ii) an unlimited number 5,000,000 shares of Class preferred stock, of which 4,250,000 shares have been designated Series B Special Shares, (iii) an unlimited number Preferred Stock. 8,894,426 shares of Class A Special Shares and (iv) an unlimited number of Class A Preferred Shares. Immediately prior to the Closing, (A) 16,260,659 Common Shares Stock are validly issued and outstanding, fully paid and nonassessablenonassessable with no personal liability attaching to the ownership thereof, (B) 16,260,658.8 Class 3,893,604 shares of Common Stock are reserved for issuance upon exercise of outstanding options and warrants, and another 793,777 shares have been reserved for issuance under the 1994 Long-Term Incentive and Stock Option Plan and the 1996 Directors' Stock Option Plan, and no Series B Special Shares are validly issued and outstandingshall have been issued. The shareholders of record, fully paid and nonassessable, (C) no Class A Special Shares are issued and outstanding and (D) no Class A Preferred Shares are issued or outstanding. (b) The stockholders of record and holders by name or by category of subscriptions, warrants, options, convertible debt or equity securities, and other rights (contingent or other) to purchase or otherwise acquire equity securities of the Company, and the number of shares, shares of Common Stock and the number of such subscriptions, warrants, options, convertible securities, and other such rights held by each, in each case are as of immediately prior set forth on Schedule 2.04. Schedule 2.04 also identifies, to the Selling Shareholder Closingextent known to the Company, all the beneficial owners of such securities, to the extent the record holders are not the beneficial owners of such securities. The designations, powers, preferences, rights, qualifications, limitations and restrictions in respect of each class and series of authorized capital stock of the Company are as set forth in the Articles of Incorporation, and all such designations, powers, preferences, rights, qualifications, limitations and restrictions are valid, binding and enforceable and in accordance with all applicable laws. Except as contemplated by this Agreement or set forth in the attached Schedule III. As of the Closing2.04, (i) no Person owns of record or is known to the Company to own beneficially any share of Common Stock, (ii) no subscription, warrant, option, convertible security, or other right (contingent or other) to purchase or otherwise acquire equity securities of the Company is authorized or outstanding and outstanding, (iiiii) there is no commitment by the Company to issue shares, subscriptions, warrants, options, convertible equity or debt securities, or other such rights or to distribute to holders of any of its equity or debt securities any evidence of indebtedness or assetasset and (iv) there are 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 is a party or by which it is bound (x) obligating the Company 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 into, or exercisable for or exchangeable for, any capital stock of or other equity interest in, the Company, (y) obligating the Company to issue, grant, extend or enter into any such option, warrant, call, right, security, commitment, contract, arrangement or undertaking, or (z) 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 Common Stock. Except as provided for in the ArticlesArticles of Incorporation or as set forth in the attached Schedule 2.04, the Company has no obligation (contingent or other) to purchase, redeem or otherwise acquire any of its equity securities or any interest therein or to pay any dividend or make any other distribution in respect thereof. Except for as set forth on Schedule 2.04 and in the Shareholders Series B Certificate, or as expressly contemplated by the terms of this Agreement, the Investor Rights Agreement and Shares which are held in a Registered Retirement Saving Plan (“RRSP”) or Tax Free Savings Account (“TFSA”), there are no voting trusts or agreements, shareholders’ ' agreements, pledge agreements, buy-sell agreements, rights of first refusal, preemptive rights or proxies relating to any securities of the Company to which whether or not the Company is a party or, to the Company’s knowledge, to which the Company is not a partythereto. All of the outstanding securities of the Company were issued in compliance with all applicable federal and state securities laws, either domestic or foreign.

Authorized Capital Stock. (a) The authorized capital stock of the Holding Company consists of 105,000,000 shares, of which (ia) an unlimited number 100,000,000 are classified as shares of Common SharesStock, (ii) an unlimited number of Class B Special Shares$.01 par value per share, (iii) an unlimited number of Class A Special Shares and (iv) an unlimited number of Class A Preferred Shares. Immediately prior to the Closing, (A) 16,260,659 Common Shares are validly issued and outstanding, fully paid and nonassessable, (B) 16,260,658.8 Class B Special Shares are validly issued and outstanding, fully paid and nonassessable, (C) no Class A Special Shares are issued and outstanding and (D) no Class A Preferred Shares are issued or outstanding. (b) The stockholders 5,000,000 are classified as shares of record Preferred Stock, $1.00 par value per share. As of the date hereof, none of the shares of the Common Stock of the Holding Company have been issued by the Holding Company other than organizational shares subject to cancellation. Except as contemplated by this Agreement and (a) the obligation of the Holding Company to issue up to 9,686,968 shares of Common Stock pursuant to the exercise of the Series A Increasing Warrants, and to issue up to 3,000,000 shares of Common Stock pursuant to the exercise of the Series B Warrants, (collectively, the "Warrant Shares") (b) the obligation of the Company to issue up to 5,333,333 shares of Common Stock pursuant to the exercise of conversion rights by holders of the Series B Junior Subordinated Notes (assuming conversion of the entire principal amount) (the "Conversion Shares"), and (c) the reservation by the Company of 5,000,000 shares of Common Stock for issuance pursuant to the exercise of options that may be granted under the Stock Incentive Plan (the "Incentive Shares"), as of the Closing Date the Holding Company will be under no obligation to issue any of its shares of Common Stock or other equity securities pursuant to subscriptions, warrants, options, convertible securities, and securities or other rights (contingent or otherotherwise) to purchase or otherwise acquire equity securities of the Holding Company, and the number of shares, subscriptions, warrants, options, convertible securities, and other such rights held by each, in each case as of immediately prior to the Selling Shareholder ClosingClosing Date, are as set forth in except for the attached Schedule III. As Warrant Shares, the Conversion Shares and the Incentive Shares, no shares of Common Stock or other capital stock of the Closing, (i) no subscription, warrant, option, convertible security, or other right (contingent or other) to purchase or otherwise acquire equity securities of the Holding Company is authorized or outstanding and (ii) there is no commitment by the Company to issue shares, subscriptions, warrants, options, convertible securities, or other such rights or to distribute to holders of any of its equity securities any evidence of indebtedness or assetwill be reserved for possible future issuance. Except as provided for in the Articles, the The Holding Company has no obligation (contingent or other) to purchase, redeem or otherwise acquire any of its equity securities or any interest therein or to pay any dividend or make any other distribution in respect thereof. Except for the Shareholders Agreement, the Investor Rights Agreement and Shares which are held in a Registered Retirement Saving Plan (“RRSP”) or Tax Free Savings Account (“TFSA”), there There are no voting trusts or agreements, shareholders’ stockholders' agreements, pledge agreements, buy-sell agreements, rights of first refusal, preemptive rights or proxies relating to any securities of the Holding Company to which (whether or not the Holding Company is a party orthereto), except as set forth in this Agreement. The shares of Common Stock of the Holding Company to be issued pursuant to the Company’s knowledgetransactions contemplated by Article IV of this Agreement, to which when issued in accordance with the terms of this Agreement, will be validly issued, fully paid and nonassessable and will be free and clear of all Encumbrances imposed by or through the Holding Company is not a party(other than restrictions imposed by federal and state securities laws). All The issuance of the outstanding securities shares of Common Stock pursuant to the transactions contemplated by Article IV of this Agreement will not be subject to any preemptive or similar right of the stockholders of the Holding Company. The holders of shares of the Common Stock of the Holding Company were issued in compliance with all applicable securities laws, either domestic or foreignfollowing the issuance thereof pursuant to the transactions contemplated by Article IV of this Agreement will not be subject to personal liability for the debts and obligations of the Holding Company solely by reason of being the holders thereof. 8. Amendment to Sections 11.1(a)(iii)(B) and 11.1(a)(iii)(C). Sections 11.1(a)(iii)(B) and 11.1(a)(iii)(C) are amended to read as follows:

Authorized Capital Stock. (a) The As of September 30, 1997, the authorized ------------------------ capital stock of the Company consists consisted of (ia) an unlimited number 25,000,000 shares of Common SharesStock, (ii) an unlimited number of Class B Special Shareswhich 12,213,736 shares were duly authorized, (iii) an unlimited number of Class A Special Shares and (iv) an unlimited number of Class A Preferred Shares. Immediately prior to the Closing, (A) 16,260,659 Common Shares are validly issued and outstanding, fully paid and nonassessablenon-assessable with no personal liability attaching to the ownership thereof; and (b) 1,000,000 shares of preferred stock, (B) 16,260,658.8 Class B Special Shares are validly $.01 par value, of which no shares were issued and outstanding. As of September 30, 1997, the Company had reserved 3,049,898 shares of Common Stock for issuance pursuant to outstanding warrants, its employee and director stock option plans and its employee stock purchase plan, and other than such warrants and option and purchase plans, there were no outstanding securities exchangeable for or convertible into shares of Common Stock or other rights to purchase shares of Common Stock. As of the Closing Date, 18,000 shares of the Company's preferred stock will be designated Series A Convertible Preferred Stock, and prior to the Closing Date, no shares of Series A Convertible Preferred Stock will be issued and outstanding. When issued and delivered to the Investor by the Company against payment of the consideration set forth herein, the Preferred Stock will be duly authorized, validly issued, fully paid and nonassessable, (C) non-assessable with no Class A Special Shares are personal liability attaching to the ownership thereof. When issued and outstanding and (D) no Class A Preferred Shares are issued or outstanding. (b) The stockholders of record and holders of subscriptions, warrants, options, convertible securities, and other rights (contingent or other) to purchase or otherwise acquire equity securities upon conversion of the CompanyPreferred Stock in accordance with the terms of the Certificate of Designation filed with the Secretary of State of Delaware setting forth the designation, preferences and rights of the number of sharesPreferred Stock, subscriptionsthe Conversion Shares will be duly authorized, warrantsvalidly issued, options, convertible securities, fully paid and other such rights held by each, in each case as of immediately prior non-assessable with no personal liability attaching to the Selling Shareholder Closingownership thereof. The designations, powers, preferences, rights, qualifications, limitations and restrictions in respect of each class and series of authorized capital stock of the Company are as set forth in the attached Schedule III. As Amended and Restated Certificate of Incorporation of the ClosingCompany, (i) no subscriptionas amended, warrantand all such designations, optionpowers, convertible securitypreferences, or other right (contingent or other) to purchase or otherwise acquire equity securities of the Company is authorized or outstanding rights, qualifications, limitations and (ii) there is no commitment by the Company to issue sharesrestrictions are valid, subscriptions, warrants, options, convertible securities, or other such rights or to distribute to holders of any of its equity securities any evidence of indebtedness or asset. Except as provided for binding and enforceable and in the Articles, the Company has no obligation (contingent or other) to purchase, redeem or otherwise acquire any of its equity securities or any interest therein or to pay any dividend or make any other distribution in respect thereof. Except for the Shareholders Agreement, the Investor Rights Agreement and Shares which are held in a Registered Retirement Saving Plan (“RRSP”) or Tax Free Savings Account (“TFSA”), there are no voting trusts or agreements, shareholders’ agreements, pledge agreements, buy-sell agreements, rights of first refusal, preemptive rights or proxies relating to any securities of the Company to which the Company is a party or, to the Company’s knowledge, to which the Company is not a party. All of the outstanding securities of the Company were issued in compliance accordance with all applicable securities laws, either domestic or foreign.

Authorized Capital Stock. (a) The authorized capital stock of the Company consists of (i) an unlimited number 8,540,000 shares of Preferred Stock, and 17,000,000 shares of Common Shares, (ii) an unlimited number of Class B Special Shares, (iii) an unlimited number of Class A Special Shares and (iv) an unlimited number of Class A Preferred SharesStock. Immediately prior to the Closing, (A) 16,260,659 2,592,610 shares of Common Shares are Stock and 6,790,001 shares of Preferred Stock will be validly issued and outstanding, fully paid and nonassessable, (B) 16,260,658.8 Class B Special Shares are validly issued and outstanding, fully paid and nonassessable, (C) nonassessable with no Class A Special Shares are issued and outstanding and (D) no Class A Preferred Shares are issued or outstanding. (b) personal liability attaching to the ownership thereof. The stockholders of record and holders of subscriptions, warrants, options, convertible securities, and other rights (contingent or other) ), if any, to purchase or otherwise acquire equity securities of the Company, Company prior to the Closing Date (the "Original Shareholders") and the number of shares, shares of Common Stock and the number of such subscriptions, warrants, options, convertible securities, and other such rights rights, if any, held by each, in each case as of immediately prior to the Selling Shareholder Closing, are as set forth in the Memorandum. The designations, powers, preferences, rights, qualifications, limitations and restrictions in respect of each class of authorized capital stock of the Company are as set forth in the Articles, a copy of which has previously been delivered to each Purchaser, and all such designations, powers, preferences, rights, qualifications, limitations and restrictions are valid, binding and enforceable and in accordance with all applicable laws. Except as set forth in the attached Schedule III. As of 6.04 or in the ClosingMemorandum, (ia) no person owns of record or is known to the Company to own beneficially any share of Common Stock, (b) no subscription, warrant, option, convertible security, or other right (contingent or other) to purchase or otherwise acquire equity securities of the Company is authorized or outstanding and (iic) there is no commitment by the Company to issue shares, subscriptions, warrants, options, convertible securities, or other such rights or to distribute to holders of any of its equity securities any evidence of indebtedness or asset. Except as provided for in the ArticlesArticles or as set forth herein, the Company has no obligation (contingent or other) to purchase, redeem or otherwise acquire any of its equity securities or any interest therein or to pay any dividend or make any other distribution in respect thereof. Except for as set forth herein or in the Shareholders Agreement, the Investor Rights Agreement and Shares which are held in a Registered Retirement Saving Plan (“RRSP”) or Tax Free Savings Account (“TFSA”)Memorandum, there are no voting trusts or agreements, shareholders’ stockholders agreements, pledge agreements, buy-sell agreements, rights of first refusal, preemptive rights or proxies relating to any securities of the Company to which (whether or not the Company is a party or, to the Company’s knowledge, to which the Company is not a partythereto). All of the outstanding securities of the Company were issued in compliance with all applicable Federal and state securities laws, either domestic or foreign.

Authorized Capital Stock. (a) The authorized capital stock As of the Company consists date hereof, the Parent is authorized to issue up to 205,000,000 shares of stock, including up to 200,000,000 shares of the Common Stock and up to 5,000,000 shares of preferred stock, par value of $0.0006 per share. As of November 21, 2005, the Parent had (i) an unlimited number 86,631,414 shares of the Common SharesStock outstanding, and (ii) an unlimited number 1,547.714 shares of Class B Special Shares, its Series A Cumulative Convertible Preferred Stock (iiithe “Preferred Stock”) an unlimited number outstanding and convertible into approximately 15,477,141 shares of Class A Special Shares and (iv) an unlimited number of Class A Preferred Sharesthe Common Stock. Immediately prior to All the Closing, (A) 16,260,659 Common Shares are validly issued and outstandingoutstanding shares of the Parent’s Common Stock and Preferred Stock have been duly authorized and validly issued, are fully paid and nonassessable, have been issued in compliance with all federal and state securities laws, were not issued in violation of any preemptive rights or other rights to subscribe for or purchase securities, and conform in all material respects to the description thereof contained in the Information Memorandum. Except as disclosed in the Information Memorandum as of the date set forth therein or in the Parent’s filings with the Commission available on XXXXX at least five Business Days prior to the date hereof, the Parent does not have outstanding any options to purchase, or any preemptive rights or other rights to subscribe for or to purchase, any securities or obligations convertible into, or any contracts or commitments to issue or sell, shares of its capital stock or any such options, rights, convertible securities or obligations. The description of the Parent’s stock, stock bonus and other stock plans or arrangements and the options or other rights granted and exercised thereunder set forth in the Information Memorandum or in the Parent’s filings with the Commission accurately and fairly presents all material information with respect to such plans, arrangements, options and rights. With respect to the Issuer and each Subsidiary Guarantor, (Bi) 16,260,658.8 Class B Special Shares are validly all the issued and outstandingoutstanding shares of capital stock or other equity interests of the Issuer or the Subsidiary Guarantor, as the case may be, have been duly authorized and validly issued, are fully paid and nonassessable, (C) no Class A Special Shares are owned by the Parent, the Issuer or a Subsidiary Guarantor, have been issued in compliance with applicable federal and outstanding state securities laws and (D) no Class A Preferred Shares are were not issued in violation of or outstanding. (b) The stockholders of record and holders of subscriptions, warrants, options, convertible subject to any preemptive rights or other rights to subscribe for or purchase securities, and other rights (contingent or other) to purchase or otherwise acquire equity securities of the Company, and the number of shares, subscriptions, warrants, options, convertible securities, and other such rights held by each, in each case as of immediately prior to the Selling Shareholder Closing, are as set forth in the attached Schedule III. As of the Closing, (i) no subscription, warrant, option, convertible security, or other right (contingent or other) to purchase or otherwise acquire equity securities of the Company is authorized or outstanding and (ii) there is are no commitment by the Company outstanding options to purchase, or any preemptive rights or other rights to subscribe for or to purchase, any securities or obligations convertible into, or any contracts or commitments to issue sharesor sell, subscriptions, warrants, shares of capital stock or other equity interests of the Issuer or any Subsidiary Guarantor or any such options, rights, convertible securities, securities or other such rights or to distribute to holders of any of its equity securities any evidence of indebtedness or assetobligations. Except as provided for in set forth on Schedule 4.2 hereto, neither the Articles, Parent nor the Company Issuer has no obligation (contingent or other) to purchase, redeem or otherwise acquire any of its equity securities or any interest therein or to pay any dividend or make any other distribution in respect thereof. Except for the Shareholders Agreement, the Investor Rights Agreement and Shares which are held in a Registered Retirement Saving Plan (“RRSP”) or Tax Free Savings Account (“TFSA”), there are no voting trusts or agreements, shareholders’ agreements, pledge agreements, buy-sell agreements, rights of first refusal, preemptive rights or proxies relating to any securities subsidiaries as of the Company to which date hereof other than the Company is a party or, to Issuer and the Company’s knowledge, to which the Company is not a party. All of the outstanding securities of the Company were issued in compliance with all applicable securities laws, either domestic or foreignSubsidiary Guarantors.

Authorized Capital Stock. (a) The Upon the filing and acceptance by the office of the Maryland State Department of Assessments and Taxation of the Articles Supplementary: (i) the authorized capital stock of the Company consists will consist of (i) an unlimited number 9,984,490 shares of Common SharesStock, (ii) an unlimited number of which 7,984,490 shares are classified as Class A Common Stock, par value $0.01 per share, of which 5,590,101 shares will be issued and outstanding as of the date hereof, and 2,000,0000 shares of which are classified as Class B Special SharesCommon Stock, (iii) an unlimited number par value $0.01 per share, none of Class A Special Shares and (iv) an unlimited number of Class A Preferred Shares. Immediately prior to the Closing, (A) 16,260,659 Common Shares are validly issued and outstanding, fully paid and nonassessable, (B) 16,260,658.8 Class B Special Shares are validly issued and outstanding, fully paid and nonassessable, (C) no Class A Special Shares which are issued and outstanding as of the date hereof, and 15,510 shares of preferred stock, all of which have been designated Series A Convertible Preferred Stock, par value $0.01 per share, none of which are issued and outstanding as of the date hereof and (Dii) no Class A Preferred Shares are issued or outstanding. (b) The stockholders the designations, powers, preferences, rights, qualifications, limitations and restrictions in respect of record each class and holders series of subscriptions, warrants, options, convertible securities, and other rights (contingent or other) to purchase or otherwise acquire equity securities authorized capital stock of the Company, and the number of shares, subscriptions, warrants, options, convertible securities, and other such rights held by each, in each case as of immediately prior to the Selling Shareholder Closing, are Company as set forth in the attached Charter will be valid, binding and enforceable and in accordance with all applicable laws. Except for this Agreement, the Registration Rights Agreement, the Initial Warrant and as described on Schedule III. As of the Closing2.04 hereto, (i) no subscription, warrant, option, convertible security, or other right (contingent or other) to purchase or otherwise acquire equity securities of the Company is authorized or outstanding and (ii) there is no commitment by the Company to issue sharesany shares of capital stock, subscriptions, warrants, options, convertible securities, securities or other such similar rights to purchase or receive Company securities or to distribute to the holders of any of its equity securities any evidence of indebtedness indebtedness, cash or asset. Except as provided for in the Articlesother assets, (ii) the Company has is under no obligation (contingent or otherotherwise) to purchase, redeem or otherwise acquire any of its equity or debt securities or any interest therein or to pay any dividend or make any other distribution in respect thereof. Except for the Shareholders Agreement, the Investor Rights Agreement and Shares which are held in a Registered Retirement Saving Plan (“RRSP”iii) or Tax Free Savings Account (“TFSA”), there are no voting trusts or similar agreements, shareholders’ stockholders' agreements, pledge agreements, buy-sell agreements, rights of first refusal, preemptive rights or proxies relating to any securities of the Company to which the Company is a party or, to the Company’s knowledge, to which the Company is not a party. . (b) All of the outstanding securities of the Company were issued in compliance with all applicable Federal and state securities laws, either domestic or foreign.

Authorized Capital Stock. (ai) The As of the Closing, the authorized capital stock of the Company consists shall consist solely of One Million (i1,000,000) an unlimited number shares of Common SharesStock, of which One Hundred Twenty- Seven Thousand Seven Hundred Eighty-Six (ii127,786) an unlimited number shares are issued and outstanding. All of Class B Special Shares, (iii) an unlimited number the outstanding securities of Class A Special Shares and (iv) an unlimited number of Class A Preferred Shares. Immediately the Company immediately prior to the ClosingClosing are duly authorized, (A) 16,260,659 Common Shares are validly issued and outstandingissued, fully paid and nonassessable, (B) 16,260,658.8 Class B Special Shares are validly issued and outstanding, fully paid and nonassessable, (C) no Class A Special Shares are issued and outstanding and (D) no Class A Preferred Shares are issued or outstandingnon-assessable. (bii) The stockholders There are no authorized shares of record and holders of subscriptions, warrants, options, convertible securities, and preferred stock or any capital stock other rights than common stock. (contingent or otheriii) to purchase or otherwise acquire equity securities of the Company, and the number of shares, subscriptions, warrants, options, convertible securities, and other such rights held by each, in each case as of immediately prior to the Selling Shareholder Closing, are as set forth in the attached Schedule III. As of the Closing, each option or other right to purchase capital stock of the Company, if any, that has not been exercised or converted into shares of capital stock of the Company prior to the Closing will be cancelled. (iiv) Except for the Shares: (1) no Person owns of record or is known to the Company to own beneficially any shares of capital stock of the Company; (2) no subscription, warrant, option, convertible security, or other right (contingent or other) to purchase or otherwise acquire equity securities of the Company is authorized or outstanding outstanding; and (ii3) there is no commitment by the Company has not committed to issue shares, subscriptions, warrants, options, convertible securities, or other such rights or nor to distribute any evidence of indebtedness or any assets to holders of any of its equity securities any evidence of indebtedness or asset. securities. (v) Except as provided for in the ArticlesArticles of Incorporation of the Company, the Company has no obligation (contingent or otherotherwise) to purchase, redeem or otherwise acquire any of its equity securities or any interest therein therein, or to pay any dividend or make any other distribution in respect thereof. , which has not been terminated or waived as of the Closing. (vi) Except for the Shareholders as specifically set forth in this Agreement, the Investor Rights Agreement and Shares which are held in a Registered Retirement Saving Plan (“RRSP”) or Tax Free Savings Account (“TFSA”), there are no voting trusts or agreements, shareholders’ ' agreements, pledge agreements, buy-sell agreements, rights of first refusal, preemptive rights or proxies relating to any securities of the Company to which (whether or not the Company is a party or, to the Company’s knowledge, to Party thereto) which the Company is will not a party. All be terminated or waived as of the outstanding securities of the Company were issued in compliance with all applicable securities laws, either domestic or foreignClosing.

Authorized Capital Stock. (a) The authorized capital stock of the Company consists of (i) an unlimited number 5,000,000 shares of Common SharesStock, 1,000 shares of Class A Convertible Non-cumulative Preferred Stock, $.01 par value (iithe "Class A Stock") an unlimited number and 1,000 shares of Class B Special SharesConvertible Non-cumulative Preferred Stock, $.01 par value (iii) an unlimited number of the "Class A Special Shares and (iv) an unlimited number of Class A Preferred SharesB Stock"). Immediately prior to the Closing, (A) 16,260,659 2,788,829 shares of Common Shares are Stock, no shares of Class A Stock and no shares of Class B Stock will be validly issued and outstanding, fully paid and nonassessable, (B) 16,260,658.8 Class B Special Shares are validly issued and outstanding, fully paid and nonassessable, (C) nonassessable with no Class A Special Shares are issued and outstanding and (D) no Class A Preferred Shares are issued personal liability attaching to the ownership thereof except for any liability that may be imposed by applicable state statutes upon stockholders for wages or outstanding. (b) similar claims. The stockholders of record holding more than five (5%) percent of the outstanding Common Stock and holders of subscriptions, warrants, options, convertible securities, and other rights (contingent or other) to purchase or otherwise acquire equity securities of the Company, and the number of sharesshares of Common Stock, and the number of such subscriptions, warrants, options, convertible securities, and other such rights held by each, in each case as of immediately prior to the Selling Shareholder Closing, are as set forth in the attached Schedule IIIIV. As The designations, powers, preferences, rights, qualifications, limitations and restrictions in respect of the ClosingCommon Stock, the Class A Stock and the Class B Stock are as set forth in the Charter, a copy of which is attached as Exhibit C, and all such designations, powers, preferences, rights, qualifications, limitations and restrictions are valid, binding and enforceable in accordance with all applicable laws. Upon the filing of the Charter Amendment with the Secretary of State of the State of New York, the designations, powers, preferences, rights, qualifications, limitations and restrictions in respect of the Preferred Stock will be as set forth in the Charter Amendment, a copy of which is attached as Exhibit D, and all such designations, powers, preferences, rights, qualifications, limitations and restrictions will be valid, binding and enforceable and in accordance with all applicable laws. Except as set forth in the attached Schedule IV, (i) no person owns of record or is known to the Company to own beneficially five (5%) percent or more of the outstanding Common Stock, (ii) no subscription, warrant, option, convertible security, or other right (contingent or other) to purchase or otherwise acquire equity securities of the Company is authorized or outstanding and (iiiii) there is no commitment by the Company to issue shares, subscriptions, warrants, options, convertible securities, or other such rights or to distribute to holders of any of its equity securities any evidence of indebtedness or asset. Except as provided for the in the ArticlesCharter or as set forth in the attached Schedule IV, the Company has no obligation (contingent or other) to purchase, redeem or otherwise acquire any of its equity securities or any interest therein or to pay any and dividend or make any other distribution in respect thereof. Except for the Shareholders Stock Restriction Agreement, to the Investor Rights Agreement and Shares which are held in a Registered Retirement Saving Plan (“RRSP”) or Tax Free Savings Account (“TFSA”), best of the Company's knowledge there are no voting trusts or agreements, shareholders’ agreementsstockholders' agreement, pledge agreements, buy-sell agreements, rights of first refusal, preemptive rights or proxies relating to any securities of the Company to which or any of its subsidiaries (whether or not the Company or any of its subsidiaries is a party or, to the Company’s knowledge, to which the Company is not a partythereto). All of the outstanding securities of the Company were issued in compliance with all applicable Federal and State securities laws, either domestic or foreign.

Authorized Capital Stock. (a) The Excluding the Subscription Shares, the authorized capital stock of the Company consists of of: (i) an unlimited number of Class A Common Shares, of which 43,183,917 Class A Common Shares, and no more, are currently issued and outstanding and all of which are owned of record and beneficially by the Shareholders as set forth on Exhibit C attached hereto; and (ii) an unlimited number of Class B Special SharesA preference shares, (iii) an unlimited of which none are currently issued and outstanding. In addition, immediately prior to the Closing the Company had 4,608,150 issued and outstanding stock options to acquire the same number of Class A Special Common Shares (the “Stock Options”) as set forth on Schedule 5(c) and (iv) an unlimited number C$5,254,316 aggregate principal amount of Debentures issued and outstanding, all of which are held by the Debenture Holders as set forth on Exhibit C. The Class A Preferred Common Shares, the Stock Options and the Debentures are all of the issued and outstanding securities of the Company. Immediately prior to All of the Closing, (A) 16,260,659 outstanding Class A Common Shares have been validly issued, are validly issued and outstanding, fully paid and nonassessable, (B) 16,260,658.8 Class B Special Shares are validly issued and outstanding, fully paid and nonassessable, (C) no Class A Special Shares are issued and outstanding and (D) no Class A Preferred Shares are issued or outstanding. (b) The stockholders of record and holders of subscriptions, warrants, options, convertible securitiesnon-assessable, and other rights (contingent or other) to purchase or otherwise acquire equity securities registered in the respective names of the Company, and the number of shares, subscriptions, warrants, options, convertible securities, and other such rights held by each, in each case as of immediately prior to the Selling Shareholder Closing, are Sellers as set forth in the Exhibit C attached Schedule III. As of the Closing, (i) no subscription, warrant, option, convertible security, or other right (contingent or other) to purchase or otherwise acquire equity securities of the Company is authorized or outstanding and (ii) there is no commitment by the Company to issue shares, subscriptions, warrants, options, convertible securities, or other such rights or to distribute to holders of any of its equity securities any evidence of indebtedness or assethereto. Except as provided for in the Articles, the Company has no obligation (contingent or other) to purchase, redeem or otherwise acquire any of its equity securities or any interest therein or to pay any dividend or make any other distribution in respect thereof. Except for the Shareholders Agreement, the Investor Rights Agreement and Shares which are held in a Registered Retirement Saving Plan (“RRSP”) or Tax Free Savings Account (“TFSA”set out on Schedule 5(c), there are no voting trusts or shareholder agreements, shareholders’ agreementsvoting trusts, pledge agreementspooling arrangements or other contracts, buy-sell agreementsarrangements or understandings in respect of the voting of any of the shares of the Company. Except as set forth on Schedule 5(c), rights the Company is neither a party to, nor is bound by, any outstanding subscriptions, options, warrants, calls, commitments or agreements of first refusalany character calling for the Company to issue, preemptive rights deliver or proxies relating sell, or cause to be issued, delivered or sold any securities Class A Common Shares or any other equity or voting security of the Company or any securities convertible into, exchangeable for or representing the right to which the Company is a party orsubscribe for, to the Company’s knowledge, to which the Company is not a party. All of the outstanding securities purchase or otherwise receive any Class A Common Shares or any other equity or voting security of the Company were issued or obligating the Company to grant, extend or enter into any such subscriptions, options, warrants, calls, commitments or agreements. The Debentures have been validly issued, are outstanding, and represent current and valid claims against the Company in compliance accordance with all applicable securities laws, either domestic or foreigntheir terms.

Authorized Capital Stock. (a) The authorized capital stock As of the Company consists date hereof, the Parent is authorized to issue up to 205,000,000 shares of stock, including up to 200,000,000 shares of the Common Stock and up to 5,000,000 shares of preferred stock, par value of $0.0006 per share. As of May 5, 2006, the Parent had (i) an unlimited number 90,073,430 shares of the Common SharesStock outstanding, and (ii) an unlimited number 1,419.167 shares of Class B Special Shares, its Series A Cumulative Convertible Preferred Stock (iiithe “Preferred Stock”) an unlimited number outstanding and convertible into approximately 14,572,200 shares of Class A Special Shares and (iv) an unlimited number of Class A Preferred Sharesthe Common Stock. Immediately prior to All the Closing, (A) 16,260,659 Common Shares are validly issued and outstandingoutstanding shares of the Parent’s Common Stock and Preferred Stock have been duly authorized and validly issued, are fully paid and nonassessable, have been issued in compliance with all federal and state securities laws, were not issued in violation of any preemptive rights or other rights to subscribe for or purchase securities, and conform in all material respects to the description thereof contained in the Information Memorandum. Except as disclosed in the Information Memorandum as of the date set forth therein or in the Parent’s filings with the Commission available on XXXXX at least five Business Days prior to the date hereof, the Parent does not have outstanding any options to purchase, or any preemptive rights or other rights to subscribe for or to purchase, any securities or obligations convertible into, or any contracts or commitments to issue or sell, shares of its capital stock or any such options, rights, convertible securities or obligations. The description of the Parent’s stock, stock bonus and other stock plans or arrangements and the options or other rights granted and exercised thereunder set forth in the Information Memorandum or in the Parent’s filings with the Commission accurately and fairly presents all material information with respect to such plans, arrangements, options and rights. With respect to the Issuer and each Subsidiary Guarantor, (Bi) 16,260,658.8 Class B Special Shares are validly all the issued and outstandingoutstanding shares of capital stock or other equity interests of the Issuer or the Subsidiary Guarantor, as the case may be, have been duly authorized and validly issued, are fully paid and nonassessable, (C) no Class A Special Shares are owned by the Parent, the Issuer or a Subsidiary Guarantor, have been issued in compliance with applicable federal and outstanding state securities laws and (D) no Class A Preferred Shares are were not issued in violation of or outstanding. (b) The stockholders of record and holders of subscriptions, warrants, options, convertible subject to any preemptive rights or other rights to subscribe for or purchase securities, and other rights (contingent or other) to purchase or otherwise acquire equity securities of the Company, and the number of shares, subscriptions, warrants, options, convertible securities, and other such rights held by each, in each case as of immediately prior to the Selling Shareholder Closing, are as set forth in the attached Schedule III. As of the Closing, (i) no subscription, warrant, option, convertible security, or other right (contingent or other) to purchase or otherwise acquire equity securities of the Company is authorized or outstanding and (ii) there is are no commitment by the Company outstanding options to purchase, or any preemptive rights or other rights to subscribe for or to purchase, any securities or obligations convertible into, or any contracts or commitments to issue sharesor sell, subscriptions, warrants, shares of capital stock or other equity interests of the Issuer or any Subsidiary Guarantor or any such options, rights, convertible securities, securities or other such rights or to distribute to holders of any of its equity securities any evidence of indebtedness or assetobligations. Except as provided for in set forth on Schedule 4.2 hereto, neither the Articles, Parent nor the Company Issuer has no obligation (contingent or other) to purchase, redeem or otherwise acquire any of its equity securities or any interest therein or to pay any dividend or make any other distribution in respect thereof. Except for the Shareholders Agreement, the Investor Rights Agreement and Shares which are held in a Registered Retirement Saving Plan (“RRSP”) or Tax Free Savings Account (“TFSA”), there are no voting trusts or agreements, shareholders’ agreements, pledge agreements, buy-sell agreements, rights of first refusal, preemptive rights or proxies relating to any securities subsidiaries as of the Company to which date hereof other than the Company is a party or, to Issuer and the Company’s knowledge, to which the Company is not a party. All of the outstanding securities of the Company were issued in compliance with all applicable securities laws, either domestic or foreignSubsidiary Guarantors.

Authorized Capital Stock. (a) The authorized capital stock of ------------------------ the Company consists of (i) an unlimited number 29,809,524 shares of Common SharesPreferred Stock, $.01 par value (the "Preferred Stock"), of which 6,000,000 shares have been designated Series A Convertible Preferred Stock and 23,809,524 have been designated Series B Convertible Preferred Stock, and (ii) an unlimited number 33,000,000 shares of Class B Special Shares, (iii) an unlimited number of Class A Special Shares and (iv) an unlimited number of Class A Preferred SharesCommon Stock. Immediately prior to the Closing, (A) 16,260,659 3,507,877 shares of Common Shares are Stock, 6,000,000 shares of Series A Convertible Preferred Stock will be validly issued and outstanding, fully paid and nonassessable, (B) 16,260,658.8 Class B Special Shares are validly issued nonassessable with no personal liability attaching to the ownership thereof and outstanding, fully paid and nonassessable, (C) no Class A Special Shares are issued and outstanding and (D) no Class A shares of Preferred Shares are issued or outstanding. (b) Stock will have been issued. The stockholders of record and holders of subscriptions, warrants, options, convertible securities, and other rights (contingent or other) to purchase or otherwise acquire equity securities of the Company, and the number of shares, shares of Common Stock and the number of such subscriptions, warrants, options, convertible securities, and other such rights held by each, in each case as of immediately prior to the Selling Shareholder Closing, are as set forth in the attached Schedule III. As The designations, powers, preferences, rights, ------------ qualifications, limitations and restrictions in respect of each class and series of authorized capital stock of the ClosingCompany are as set forth in the Charter, a copy of which is attached as Exhibit C, and all such designations, powers, --------- preferences, rights, qualifications, limitations and restrictions are valid, binding and enforceable and in accordance with all applicable laws. Except as set forth in the attached Schedule III, (i) no person owns of record or is known ------------ to the Company to own beneficially any share of Common Stock, (ii) no subscription, warrant, option, convertible security, or other right (contingent or other) to purchase or otherwise acquire equity securities of the Company is authorized or outstanding and (iiiii) there is no commitment by the Company to issue shares, subscriptions, warrants, options, convertible securities, or other such rights or to distribute to holders of any of its equity securities any evidence of indebtedness or asset. Except as provided for in the ArticlesCharter or as set forth in the attached Schedule III, the Company has no obligation ------------ (contingent or other) to purchase, redeem or otherwise acquire any of its equity securities or any interest therein or to pay any dividend or make any other distribution in respect thereof. thereof Except for those certain Stock Restriction Agreements by and among the Shareholders AgreementCompany, the Investor purchasers named therein and each of Dr. Xxxx Xxxxxx, Dr. Xxxxxxx Xxxxx and ARCH Development Corporation dated as of November 7, 1994 (the "1994 Stock Restriction Agreements") and the Management Rights Agreement and Shares which are held in a Registered Retirement Saving Plan (“RRSP”) or Tax Free Savings Account (“TFSA”)Agreements, to the best of the Company's knowledge there are no voting trusts or agreements, shareholders’ stockholders' agreements, pledge agreements, buy-sell agreements, rights of first refusal, preemptive rights or proxies relating to any securities of the Company to which or any of its subsidiaries (whether or not the Company or any of its subsidiaries is a party or, to the Company’s knowledge, to which the Company is not a partythereto). All of the outstanding securities of the Company were issued in compliance with all applicable Federal and state securities laws, either domestic or foreign.

Authorized Capital Stock. (a) The Subject to the approval of the shareholders of the Company as described herein, the authorized capital stock of the Company consists as of the Preferred Share and Warrant Closing Date shall consist of (i) an unlimited number 5,000,000 shares of Common SharesPreferred Stock, $.01 par value (the "Preferred Stock"), all of which shares have been designated Series A Convertible Preferred Stock, and (ii) an unlimited number 15,000,000 shares of Class B Special SharesCommon Stock. As of April 27, (iii) an unlimited number 1999, 6,055,269 shares of Class A Special Shares and (iv) an unlimited number of Class A Preferred Shares. Immediately prior to the Closing, (A) 16,260,659 Common Shares are Stock will be validly issued and outstanding, fully paid and nonassessablenonassessable with no personal liability attaching to the ownership thereof and no shares of Preferred Stock will have been issued. Immediately prior to the Preferred Share and Warrant Closing, (B) 16,260,658.8 Class B Special Shares no shares of Preferred Stock will have been issued. As of the date hereof, 200,000 shares of Common Stock are validly issued and outstandingheld in treasury. As of the date hereof, fully paid and nonassessable, (C) no Class A Special Shares are issued and outstanding and (D) no Class A Preferred Shares are issued or outstanding. (b) The stockholders of record and the holders of subscriptions, warrants, options, convertible securities, and other rights (contingent or other) to purchase or otherwise acquire equity securities of the Company, and the number of shares, shares of Common Stock and the number of such subscriptions, warrants, options, convertible securities, and other such rights held by each, are as set forth in Schedule 2.04 of the Disclosure Schedule. The designations, powers, preferences, rights, qualifications, limitations and restrictions in respect of each case as class and series of immediately prior to authorized capital stock of the Selling Shareholder Closing, Company are as set forth in the Charter, a copy of which is attached as Exhibit 1.02, and all such designations, powers, preferences, rights, qualifications, limitations and restrictions are valid, binding and enforceable and in accordance with all applicable laws. Except as set forth in the Schedule III. As 2.04 of the ClosingDisclosure Schedule, (i) no subscription, warrant, option, convertible security, or other right (contingent or other) to purchase or otherwise acquire equity securities of the Company is authorized or outstanding and (ii) there is no commitment by the Company to issue shares, subscriptions, warrants, options, convertible securities, or other such rights or to distribute to holders of any of its equity securities any evidence of indebtedness or asset. Except as provided for in the ArticlesCharter or as set forth in Schedule 2.04 of the Disclosure Schedule, the Company has no obligation (contingent or other) to purchase, redeem or otherwise acquire any of its equity securities or any interest therein or to pay any dividend or make any other distribution in respect thereof. Except for as set forth on Schedule 2.04 of the Shareholders Agreement, Disclosure Schedule to the Investor Rights Agreement and Shares which are held in a Registered Retirement Saving Plan (“RRSP”) or Tax Free Savings Account (“TFSA”), best of the Company's knowledge there are no voting trusts or agreements, shareholders’ ' agreements, pledge agreements, buy-sell agreements, rights of first refusal, preemptive rights or proxies relating to any securities of the Company to which or any of its subsidiaries (whether or not the Company or any of its subsidiaries is a party or, to the Company’s knowledge, to which the Company is not a partythereto). All of the outstanding securities of the Company were issued in compliance with all applicable Federal and state securities laws, either domestic or foreign.

Authorized Capital Stock. (a) The authorized capital stock of the Company consists of (i) an unlimited number 100,000,000 shares of Common SharesStock, $0.0001 par value, and 5,000,000 shares of Preferred Stock, $0.0001 par value (ii) an unlimited number “Preferred Stock”). As of Class B Special Sharesthe date hereof, (iii) an unlimited number 15,312,051 shares of Class A Special Shares Common Stock and (iv) an unlimited number no shares of Class A Preferred Shares. Immediately prior to the Closing, (A) 16,260,659 Common Shares Stock are validly issued and outstanding, and each outstanding share of Common Stock is validly issued, fully paid and nonassessable. As of the date hereof, the Company has (i) 2,615,013 shares of Common Stock available for future grant pursuant to the Company’s 2010 Amended and Restated Stock Incentive Plan, 2010 Inducement Equity Incentive Plan and 2000 Stock Plan (collectively, the “Stock Incentive Plans”), (Bii) 16,260,658.8 Class B Special Shares are validly issued and outstanding, fully paid and nonassessable735,702 shares of Common Stock available for issuance pursuant to the Company’s 2013 Employee Stock Purchase Plan (the “Purchase Plan”), (Ciii) no Class A Special Shares are issued outstanding options to purchase 3,610,930 shares of Common Stock under the Stock Incentive Plans and outstanding individual inducement awards, and (Div) no Class A Preferred Shares are issued or outstanding. (b) 460,000 outstanding restricted stock units under the Stock Incentive Plans and individual inducement awards. The stockholders designations, powers, preferences, rights, qualifications, limitations and restrictions in respect of record each class and holders series of subscriptions, warrants, options, convertible securities, and other rights (contingent or other) to purchase or otherwise acquire equity securities authorized capital stock of the Company, and the number of shares, subscriptions, warrants, options, convertible securities, and other such rights held by each, in each case as of immediately prior to the Selling Shareholder Closing, Company are as set forth in the attached Schedule IIICompany’s certificate of incorporation. As The issued and outstanding shares of Common Stock conform to the Closingdescription thereof contained in the reports filed by the Company with the Securities and Exchange Commission (the “SEC”) pursuant to the Securities Exchange Act of 1934, as amended (i) no subscriptionthe “Exchange Act”). Except for options issued under the Stock Incentive Plans, warrantthe obligations under the Purchase Plan, optionand the obligations under the individual inducement awards, convertible securityin each case, as set forth above, the Company does not have outstanding any options or warrants to purchase, or any preemptive rights or other right (contingent rights to subscribe for or other) to purchase purchase, any securities or otherwise acquire equity obligations convertible into, or any contracts or commitments to issue or sell, shares of its capital stock, and there is no commitment, plan or arrangement to issue, any securities or obligations convertible into any shares of capital stock of the Company or any such options, rights, convertible securities or obligations. No Subsidiary is authorized bound by any contract or outstanding commitment or has any obligation to issue any securities to any Person. The issuance and (ii) there is no commitment by sale of the Common Shares to the Investor will not obligate the Company to issue sharesshares of Common Stock or other securities to any Person and will not result in a right of any holder of Company securities to adjust the exercise, subscriptionsconversion, warrants, options, convertible exchange or reset price under such securities, or to take any other such rights or action punitive to distribute to holders of any of its equity securities any evidence of indebtedness or asset. Except as provided for in the Articles, the Company has no obligation (contingent or other) to purchase, redeem or otherwise acquire any of its equity securities or any interest therein or to pay any dividend or make any other distribution in respect thereof. Except for the Shareholders Agreement, the Investor Rights Agreement and Shares which are held in a Registered Retirement Saving Plan (“RRSP”) or Tax Free Savings Account (“TFSA”), there are no voting trusts or agreements, shareholders’ agreements, pledge agreements, buy-sell agreements, rights of first refusal, preemptive rights or proxies relating to any securities of the Company to which the Company is a party or, to the Company’s knowledge, to which the Company is not a party. All of the outstanding securities of the Company were issued in compliance with all applicable securities laws, either domestic or foreignSubsidiary.

Authorized Capital Stock. (a) The authorized capital stock of the Company consists of (i1) an unlimited number 8,540,000 shares of Preferred Stock, and (2) 17,000,000 shares of Common Shares, (ii) an unlimited number of Class B Special Shares, (iii) an unlimited number of Class A Special Shares and (iv) an unlimited number of Class A Preferred SharesStock. Immediately prior to the Closing, (A) 16,260,659 2,674,953 shares of Common Shares are Stock and 8,040,001 shares of Preferred Stock will be validly issued and outstanding, fully paid and nonassessable, (B) 16,260,658.8 Class B Special Shares are validly issued and outstanding, fully paid and nonassessable, (C) nonassessable with no Class A Special Shares are issued and outstanding and (D) no Class A Preferred Shares are issued or outstanding. (b) personal liability attaching to the ownership thereof. The stockholders of record and holders of subscriptions, warrants, options, convertible securities, and other rights (contingent or other) ), if any, to purchase or otherwise acquire equity securities of the Company, Company prior to the Closing Date (the "Original Shareholders") and the number of shares, shares of Common Stock and the number of such subscriptions, warrants, options, convertible securities, and other such rights rights, if any, held by each, in each case as of immediately prior to the Selling Shareholder Closing, are as set forth in the Memorandum. The designations, powers, preferences, rights, qualifications, limitations and restrictions in respect of each class of authorized capital stock of the Company are as set forth in the Articles, a copy of which has previously been delivered to each Purchaser, and all such designations, powers, preferences, rights, qualifications, limitations and restrictions are valid, binding and enforceable and in accordance with all applicable laws. Except as set forth in the attached Schedule III. As of 6.04 or in the ClosingMemorandum, (ia) no person owns of record or is known to the Company to own beneficially any share of Common Stock, (b) no subscription, warrant, option, convertible security, or other right (contingent or other) to purchase or otherwise acquire equity securities of the Company is authorized or outstanding and (iic) there is no commitment by the Company to issue shares, subscriptions, warrants, options, convertible securities, or other such rights or to distribute to holders of any of its equity securities any evidence of indebtedness or asset. Except as provided for in the ArticlesArticles or as set forth herein, the Company has no obligation (contingent or other) to purchase, redeem or otherwise acquire any of its equity securities or any interest therein or to pay any dividend or make any other distribution in respect thereof. Except for as set forth herein or in the Shareholders Agreement, the Investor Rights Agreement and Shares which are held in a Registered Retirement Saving Plan (“RRSP”) or Tax Free Savings Account (“TFSA”)Memorandum, there are no voting trusts or agreements, shareholders’ stockholders agreements, pledge agreements, buy-sell agreements, rights of first refusal, preemptive rights or proxies relating to any securities of the Company to which (whether or not the Company is a party or, to the Company’s knowledge, to which the Company is not a partythereto). All of the outstanding securities of the Company were issued in compliance with all applicable Federal and state securities laws, either domestic or foreign.

Authorized Capital Stock. (a) The At closing: (i) the authorized capital stock of the Company consists will consist of (i) an unlimited number 10,000,000 shares of Common SharesStock, (ii) an unlimited number of Class B Special Shares, (iii) an unlimited number of which 8,000,000 shares are classified as Class A Special Shares and (iv) an unlimited number Common Stock, par value $0.01 per share, of Class A Preferred Shares. Immediately prior to the Closing, (A) 16,260,659 Common Shares are validly issued and outstanding, fully paid and nonassessable, (B) 16,260,658.8 Class B Special Shares are validly issued and outstanding, fully paid and nonassessable, (C) no Class A Special Shares which 5,365,101 shares are issued and outstanding as of the date hereof, and 2,000,0000 shares of which are classified as Class B Common Stock, par value $0.01 per share, none of which are issued and outstanding as of the date hereof and (Dii) no Class A Preferred Shares are issued or outstanding. (b) The stockholders the designations, powers, preferences, rights, qualifications, limitations and restrictions in respect of record each class and holders series of subscriptions, warrants, options, convertible securities, and other rights (contingent or other) to purchase or otherwise acquire equity securities authorized capital stock of the Company, and the number of shares, subscriptions, warrants, options, convertible securities, and other such rights held by each, in each case as of immediately prior to the Selling Shareholder Closing, are Company as set forth in the attached Schedule IIICharter will be valid, binding and enforceable and in accordance with all applicable laws. As Except for this Agreement, the Registration Rights Agreement or the Preferred Stock Purchase Agreement and associated Registration Rights Agreement relative to the issuance 15,510 shares of the ClosingCompany's newly classified Series A Convertible Preferred Stock (together, the "Preferred Stock Agreement"), (i) no subscription, warrant, option, convertible security, or other right (contingent or other) to purchase or otherwise acquire equity securities of the Company is authorized or outstanding and (ii) there is no commitment by the Company to issue sharesany shares of capital stock, subscriptions, warrants, options, convertible securities, securities or other such similar rights to purchase or receive Company securities or to distribute to the holders of any of its equity securities any evidence of indebtedness indebtedness, cash or asset. Except as provided for in the Articlesother assets, (ii) the Company has is under no obligation (contingent or otherotherwise) to purchase, redeem or otherwise acquire any of its equity or debt securities or any interest therein or to pay any dividend or make any other distribution in respect thereof. Except for the Shareholders Agreement, the Investor Rights Agreement and Shares which are held in a Registered Retirement Saving Plan (“RRSP”iii) or Tax Free Savings Account (“TFSA”), there are no voting trusts or similar agreements, shareholders’ stockholders' agreements, pledge agreements, buy-sell agreements, rights of first refusal, preemptive rights or proxies relating to any securities of the Company to which the Company is a party or, to the Company’s knowledge, to which the Company is not a party. . (b) All of the outstanding securities of the Company were issued in compliance with all applicable Federal and state securities laws, either domestic or foreign.

Authorized Capital Stock. (a) The If the shareholders of the ------------------------ Company approve the transactions contemplated hereby, as of the First Installment Date the authorized capital stock of the Company consists shall consist of (i) an unlimited number 10,000,000 shares of Common SharesSeries A Convertible Preferred Stock which is the only class of preferred stock of the Company, and (ii) an unlimited number 10,000,000 shares of Class B Special SharesCommon Stock. As of the date hereof, (iii) an unlimited number 6,314,824 shares of Class A Special Shares and (iv) an unlimited number of Class A Preferred Shares. Immediately prior to the Closing, (A) 16,260,659 Common Shares Stock are validly issued and outstanding, fully paid and nonassessable, (B) 16,260,658.8 Class B Special Shares are validly issued nonassessable with no personal liability attaching to the ownership thereof and outstanding, fully paid and nonassessable, (C) no Class A Special Shares are issued and outstanding and (D) no Class A shares of Preferred Shares are issued or outstanding. (b) Stock have been issued. The stockholders of record and holders of subscriptions, warrants, options, convertible securities, and other rights (contingent or other) to purchase or otherwise acquire equity securities of the Company, and the number of shares, shares of Common Stock and the number of such subscriptions, warrants, options, convertible securities, and other such rights held by each, in each case as of immediately prior to the Selling Shareholder Closing, are as set forth in the attached Schedule III. As If the shareholders of the ClosingCompany approve the transactions ------------ contemplated hereby, the designations, powers, preferences, rights, qualifications, limitations and restrictions in respect of each class and series of authorized capital stock of the Company will be, as of the First Installment Date, as set forth in the Articles, a copy of which is attached hereto as Exhibit B, and all such designations, powers, preferences, rights, --------- qualifications, limitations and restrictions are valid, binding and enforceable and in accordance with all applicable laws. Except as set forth in the attached Schedule III, (i) no subscription, warrant, option, convertible security, or ------------ other right (contingent or other) to purchase or otherwise acquire equity securities of the Company is authorized or outstanding outstanding, and (ii) except as provided herein there is no commitment by the Company to issue shares, subscriptions, warrants, options, convertible securities, or other such rights or to distribute to holders of any of its equity securities any evidence of indebtedness or asset. Except as provided for in the ArticlesArticles or as set forth in the attached Schedule III, the ------------ Company has no does not have any obligation (contingent or other) to purchase, redeem or otherwise acquire any of its equity securities or any interest therein or to pay any dividend or make any other distribution in respect thereof. Except for the Shareholders Agreement, the Investor Rights Agreement and Shares which are held in a Registered Retirement Saving Plan (“RRSP”) or Tax Free Savings Account (“TFSA”), there There are no voting trusts or agreements, shareholders’ stockholders' agreements, pledge agreements, buy-sell agreements, rights of first refusal, preemptive rights or proxies relating to any securities of the Company to which the Company is a party or, to the Company’s knowledge, to which the Company is not a party. All of the outstanding securities of the Company were issued in compliance with all applicable Federal and state securities laws, either domestic or foreign.

Authorized Capital Stock. (a) The Company's authorized capital stock consists of 80,000,000 shares of Common Stock and 10,000,000 shares of Preferred Stock, par value $0.01 per share (the "Preferred Stock") and is otherwise as is described on Schedule 2.05. Except as disclosed on Schedule 2.05, Seller has never had any Subsidiary and has never been a shareholder, partner, joint venturer or other equity owner of any other entity. Except as disclosed in the immediately following sentence and on Schedule 2.05, all the shares of capital stock of each Subsidiary of the Company consists are owned directly by the Company or a wholly owned Subsidiary of the Company. At the Closing all the capital stock of GulfWest Oil & Gas Company (i"GulfWest Oil & Gas") an unlimited number is owned directly by the Company other than 9,950 issued and outstanding shares of Common SharesSeries A Cumulative Exchangeable Preferred Stock, par value $0.01 per share (ii) an unlimited number of Class B Special Shares, (iii) an unlimited number of Class A Special Shares and (iv) an unlimited number of Class the "Series A Preferred Shares. Immediately prior to the ClosingStock"), (A) 16,260,659 Common Shares of GulfWest Oil & Gas, 10,000 shares of which are authorized, validly issued and outstandingissued, fully paid and nonassessable, (B) 16,260,658.8 Class B Special Shares are validly issued and outstanding, fully paid and nonassessable, (C) no Class A Special Shares are issued and outstanding and (D) no Class A Preferred Shares are issued or outstanding. (b) . The stockholders of record and holders of subscriptions, warrants, options, convertible securities, and other rights (contingent or other) to purchase or otherwise acquire equity securities of the Company, and the number of shares, shares of Common Stock and the number of such subscriptions, warrants, options, convertible securities, and other such rights held by each, in each case as of immediately prior to and the Selling Shareholder Closing, vesting schedule thereof are as set forth in the attached Schedule III2.05. As The designations, powers, preferences, rights, qualifications, limitations and restrictions in respect of each class and series of the ClosingCompany's authorized capital stock (including the Series A Preferred Stock) are as set forth in the Charter and Statements of Resolution for each class of Preferred Stock and the Series A Preferred Stock, as the case may be, and all such designations, powers, preferences, rights, qualifications, limitations and restrictions are valid, binding and enforceable and in accordance with all applicable laws. Except as set forth in the Schedule 2.05: (i) no subscription, warrant, option, convertible security, or other right (contingent or other) to purchase or otherwise acquire equity securities of the Company is authorized or outstanding and (ii) there is no commitment by the Company to issue shares, subscriptions, warrants, options, convertible or exchangeable securities, or other such rights or to distribute to holders of any of its equity securities any evidence of indebtedness or asset. Except as provided for set forth in the ArticlesSchedule 2.05, the Company has no obligation (contingent or other) to purchase, redeem repurchase, redeem, retire or otherwise acquire any of its equity securities or any interest therein or to pay any dividend or make any other distribution in respect thereof. Except for the Shareholders AgreementCompany's Preferred Stock, the Investor Series A Preferred Stock, the warrants and options described in Schedule 2.05 and the 2004 Stock Option and Compensation Plan and the Amended and Restated 1994 Stock Option and Compensation Plan (collectively, the "Stock Plan"), no stock plan, stock purchase, stock option or other agreement or understanding between the Company and any holder of any equity securities of the Company or rights to purchase equity securities of the Company provides for acceleration or other changes in the vesting provisions or other terms of such securities, as the result of any merger, sale of stock or assets, change in control or other similar transaction by the Company. Except for the Shareholders Rights Agreement and Shares which are held in a Registered Retirement Saving Plan (“RRSP”) or Tax Free Savings Account (“TFSA”)as set forth on Schedule 2.05, there are no voting trusts or agreements, shareholders’ ' agreements, pledge agreements, buy-sell agreements, rights of first refusal, preemptive rights or other similar rights or proxies relating to any securities of the Company to which the Company is a party orCompany's securities, or agreements relating to the issuance, sale, redemption, transfer or other disposition of the Company’s knowledge, to which the Company is not a party's securities. All of the outstanding securities of the Company were issued in compliance with all applicable federal and state securities laws. (b) The G Shares have been duly authorized and, either domestic when issued in accordance with this Agreement, will be duly and validly issued, fully paid and nonassessable shares of the applicable sort and will be free and clear of all Liens, other than Liens that were created by Purchaser and restrictions on transfer imposed by the Transaction Documents, the Securities Act of 1933, as amended (the "Securities Act") and applicable state securities laws. The issuance, sale and delivery of the G Shares is not subject to any preemptive right of the Company's shareholders or foreignto any right of first refusal or other right in favor of any Person. The consummation of the transactions contemplated hereunder will not result in any anti-dilution adjustment or other similar adjustment to any of the Company's outstanding securities. Any Person with any right (other than Purchaser) to purchase securities of the Company, which would be triggered as a result of the transactions contemplated under this Agreement, has waived such rights. (c) The H Securities have been duly authorized and will be duly and validly issued, fully paid and nonassessable shares of the applicable sort and will be free and clear of all Liens, other than restrictions on transfer imposed by the Omnibus and Release Agreement (the "Omnibus Agreement") between Purchaser and holders of the H Shares, the Securities Act and applicable state securities laws. The issuance, sale and delivery of the H Shares is not subject to any preemptive right of the Company's shareholders or to any right of first refusal or other right in favor of any Person and will not result in any anti-dilution adjustment or other similar adjustment to any of the Company's outstanding securities. (d) The Conversion Shares, when issued in accordance with the G Statement, will have been duly authorized, duly and validly issued, fully paid and nonassessable shares of the applicable sort and will be free and clear of all Liens, other than Liens that were created by Purchaser and restrictions on transfer imposed by the Transaction Documents, the Securities Act and applicable state securities laws. The issuance, sale and delivery of the Conversion Shares is not subject to any preemptive right of the Company's shareholders or to any right of first refusal or other right in favor of any Person. The consummation of the transactions contemplated hereunder will not result in any anti-dilution adjustment or other similar adjustment to any of the Company's outstanding securities. Any Person with any right (other than Purchaser) to purchase securities of the Company, which would be triggered as a result of the transactions contemplated under this Agreement, has waived such rights.

Authorized Capital Stock. (a) The authorized capital stock of the Company consists of (ia) an unlimited number 100,000,000 shares of preferred stock, par value $.001, 500,000 of which have been designated as Series A 10% Convertible Preferred Stock (so called herein), and (b) 100,000,000 shares of Common Shares, (ii) an unlimited number of Class B Special Shares, (iii) an unlimited number of Class A Special Shares and (iv) an unlimited number of Class A Preferred SharesStock. Immediately prior to the Closing, (A) 16,260,659 Common Shares 283,172 shares of Series A Preferred Stock are validly issued and outstanding and 18,332,948 shares of Common Stock are issued and 18,320,748 shares are outstanding, fully paid and nonassessablenonassessable with no personal liability attaching to the ownership thereof. The powers, (B) 16,260,658.8 Class B Special Shares are validly issued preferences, rights, qualifications, limitations and outstanding, fully paid and nonassessable, (C) no Class A Special Shares are issued and outstanding and (D) no Class A Preferred Shares are issued or outstanding. (b) The stockholders of record and holders of subscriptions, warrants, options, convertible securities, and other rights (contingent or other) to purchase or otherwise acquire equity securities restrictions in respect of the Preferred Stock and Common Stock are set forth in the Company's Articles, Bylaws, and the number Certificate of shares, subscriptions, warrants, options, convertible securitiesDesignation of the Series A Preferred Stock, and other all such rights held by eachpowers, preferences, rights, qualification, limitations and restrictions are valid, binding and enforceable in each case as of immediately prior to the Selling Shareholder Closing, are accordance with all applicable laws. Except as set forth in the attached Schedule III. As of the Closing5.4, (i) no person owns of record any shares of Preferred Stock or Common Stock other than as set forth on the Company's shareholder list, (ii) no subscription, warrant, option, convertible security, or other right (contingent or other) to purchase or otherwise acquire equity securities of the Company is authorized or outstanding outstanding, and (iiiii) there is no commitment by the Company to issue shares, subscriptions, warrants, options, convertible securities, or other such rights or to distribute to holders of any of its equity securities or any evidence of indebtedness or asset. Except as provided for set forth in the Company's Articles, the Company has no obligation (contingent or otherotherwise) to purchase, redeem redeem, or otherwise acquire any of its equity securities or any interest therein or to pay any dividend or make any other distribution in respect thereof. Except for To the Shareholders Agreement, the Investor Rights Agreement and Shares which are held in a Registered Retirement Saving Plan (“RRSP”) or Tax Free Savings Account (“TFSA”)Company's Knowledge, there are no voting trusts or agreements, shareholders’ agreements, pledge agreements, buy-sell agreements, rights of first refusal, preemptive rights or proxies relating to any securities of the Company to which (whether or not the Company is a party or, to the Company’s knowledge, to which the Company is not a partythereto). All of the outstanding securities of the Company were issued in compliance with all applicable federal and state securities laws, either domestic or foreign.

Authorized Capital Stock. (a) The authorized capital stock of the Company consists of (i) an unlimited number 500,000 shares of Common Sharespreferred stock, par value $.01 per share, of which 500,000 shares have been designated Series A Convertible Preferred Stock and (ii) an unlimited number 1,000,000 shares of Class B Special Shares, (iii) an unlimited number of Class A Special Shares and (iv) an unlimited number of Class A Preferred SharesCommon Stock. Immediately prior to the Closing, (A) 16,260,659 400,000 shares of Common Shares are Stock will be validly issued and outstanding, fully paid and nonassessable, (B) 16,260,658.8 Class B Special Shares are validly issued nonassessable with no personal liability attaching to the ownership thereof and outstanding, fully paid and nonassessable, (C) no Class A Special Shares are issued and outstanding and (D) no Class A Preferred Shares are issued or outstanding. (b) shares of preferred stock will have been issued. The stockholders of record and holders of subscriptions, warrants, options, convertible securities, and other rights (contingent or other) to purchase or otherwise acquire equity securities of the Company, and the number of shares, shares of Common Stock and the number of such subscriptions, warrants, options, convertible securities, and other such rights held by each, in each case as of immediately prior to the Selling Shareholder Closing, are as set forth in the attached Schedule IIIII. As The designations, powers, preferences, rights, qualifications, limitations and restrictions in respect of each class and series of authorized capital stock of the ClosingCompany are as set forth in the Charter, a copy of which is attached as Exhibit D, and all such designations, powers, preferences, rights, qualifications, limitations and restrictions are valid, binding and enforceable and in accordance with all applicable laws. Except as set forth in the attached Schedule II, (i) no person owns of record or is known to the Company to own beneficially any share of Common Stock, (ii) no subscription, warrant, option, convertible security, or other right (contingent or other) to purchase or otherwise acquire equity securities of the Company is authorized or outstanding and (iiiii) there is no commitment by the Company to issue shares, subscriptions, warrants, options, convertible securities, or other such rights or to distribute to holders of any of its equity securities any evidence of indebtedness or asset. Except as provided for in the ArticlesCharter or as set forth in the attached Schedule II, the Company has no obligation (contingent contigent or other) to purchase, redeem or otherwise acquire any of its equity securities or any interest therein or to pay any dividend or make any other distribution in respect thereof. Except for the Shareholders Stock Restriction Agreement and the Stockholders Agreement, to the Investor Rights Agreement and Shares which are held in a Registered Retirement Saving Plan (“RRSP”) or Tax Free Savings Account (“TFSA”), Company's knowledge there are no voting trusts or agreements, shareholders’ stockholders, agreements, pledge agreements, buy-sell agreements, rights of first refusal, preemptive rights or proxies relating to any securities of the Company to which (whether or not the Company is a party or, to the Company’s knowledge, to which the Company is not a partythereto). All of the outstanding securities of the Company were issued in compliance with all applicable Federal and state securities laws, either domestic or foreign.

Authorized Capital Stock. (a) The authorized capital stock of the Company consists of (i1) an unlimited number 8,540,000 shares of Preferred Stock, and (2) 17,000,000 shares of Common Shares, (ii) an unlimited number of Class B Special Shares, (iii) an unlimited number of Class A Special Shares and (iv) an unlimited number of Class A Preferred SharesStock. Immediately prior to the Closing, (A) 16,260,659 2,592,610 shares of Common Shares are Stock and 5,540,000 shares of Preferred Stock will be validly issued and outstanding, fully paid and nonassessable, (B) 16,260,658.8 Class B Special Shares are validly issued and outstanding, fully paid and nonassessable, (C) nonassessable with no Class A Special Shares are issued and outstanding and (D) no Class A Preferred Shares are issued or outstanding. (b) personal liability attaching to the ownership thereof. The stockholders of record and holders of subscriptions, warrants, options, convertible securities, and other rights (contingent or other) ), if any, to purchase or otherwise acquire equity securities of the Company, Company prior to the Closing Date (the "Original Shareholders") and the number of shares, shares of Common Stock and the number of such subscriptions, warrants, options, convertible securities, and other such rights rights, if any, held by each, in each case as of immediately prior to the Selling Shareholder Closing, are as set forth in the Memorandum. The designations, powers, preferences, rights, qualifications, limitations and restrictions in respect of each class of authorized capital stock of the Company are as set forth in the Articles, a copy of which has previously been delivered to each Purchaser, and all such designations, powers, preferences, rights, qualifications, limitations and restrictions are valid, binding and enforceable and in accordance with all applicable laws. Except as set forth in the attached Schedule III. As of 6.04 or in the ClosingMemorandum, (ia) no person owns of record or is known to the Company to own beneficially any share of Common Stock, (b) no subscription, warrant, option, convertible security, or other right (contingent or other) to purchase or otherwise acquire equity securities of the Company is authorized or outstanding and (iic) there is no commitment by the Company to issue shares, subscriptions, warrants, options, convertible securities, or other such rights or to distribute to holders of any of its equity securities any evidence of indebtedness or asset. Except as provided for in the ArticlesArticles or as set forth herein, the Company has no obligation (contingent or other) to purchase, redeem or otherwise acquire any of its equity securities or any interest therein or to pay any dividend or make any other distribution in respect thereof. Except for as set forth herein or in the Shareholders Agreement, the Investor Rights Agreement and Shares which are held in a Registered Retirement Saving Plan (“RRSP”) or Tax Free Savings Account (“TFSA”)Memorandum, there are no voting trusts or agreements, shareholders’ stockholders agreements, pledge agreements, buy-sell agreements, rights of first refusal, preemptive rights or proxies relating to any securities of the Company to which (whether or not the Company is a party or, to the Company’s knowledge, to which the Company is not a partythereto). All of the outstanding securities of the Company were issued in compliance with all applicable Federal and state securities laws. (b) Upon sale by the Company of shares of Series D Stock having an aggregate purchase price of $5,000,000, either domestic with one or foreignmore new investors purchasing at least $1,000,000 of Series D Stock, if the Company exercises a -- "put option," Cobe Laboratories, Inc. will be legally required to purchase $5,000,000 of Series D Stock, subject to customary closing conditions.

Authorized Capital Stock. (a) The authorized capital stock of the Company consists of (i) an unlimited number 5,000,000 shares of Common Sharespreferred stock, $.01 par value (the "Preferred Stock"), of which no shares have been designated, and (ii) an unlimited number 50,000,000 shares of Class B Special SharesCommon Stock. As of March 2, (iii) an unlimited number 1999, 6,746,681 shares of Class A Special Shares and (iv) an unlimited number of Class A Preferred Shares. Immediately prior to the Closing, (A) 16,260,659 Common Shares are Stock were validly issued and outstanding, fully paid and nonassessable, (B) 16,260,658.8 Class B Special Shares are validly issued nonassessable with no personal liability attaching to the ownership thereof and outstanding, fully paid and nonassessable, (C) no Class A Special Shares are issued and outstanding and (D) no Class A shares of Preferred Shares are issued or outstanding. (b) Stock had been issued. The stockholders of record and holders of subscriptions, warrants, options, convertible securities, and other rights (contingent or other) to purchase or otherwise acquire equity securities of the Company, and the number of shares, shares of Common Stock and the number of such subscriptions, warrants, options, convertible securities, and other such rights held by each, in each case as of immediately prior to the Selling Shareholder Closing, are as set forth in Section 2.04 of the attached Schedule IIIII. As Except as set forth in Section 2.04 of the Closingattached Schedule II, (i) no person owns of record or is known to the Company to own beneficially any share of Common Stock, (ii) no subscription, warrant, option, convertible security, or other right (contingent or other) to purchase or otherwise acquire equity securities of the Company is authorized or outstanding and (iiiii) there is no commitment by the Company to issue shares, subscriptions, warrants, options, convertible securities, or other such rights or to distribute to holders of any of its equity securities any evidence of indebtedness or asset. Except as provided for in the ArticlesCharter or as set forth in Section 2.04 of the attached Schedule II, the Company has no obligation (contingent or other) to purchase, redeem or otherwise acquire any of its equity securities or any interest therein or to pay any dividend or make any other distribution in respect thereof. Except for as set forth in the Shareholders AgreementTransaction Documents or Section 2.04 of Schedule II, to the Investor Rights Agreement and Shares which are held in a Registered Retirement Saving Plan (“RRSP”) or Tax Free Savings Account (“TFSA”), best of the Company's knowledge there are no voting trusts or agreements, shareholders’ stockholders' agreements, pledge agreements, buy-sell agreements, rights of first refusal, preemptive rights or proxies relating to any securities of the Company to which or any of its subsidiaries (whether or not the Company or any of its subsidiaries is a party or, to the Company’s knowledge, to which the Company is not a partythereto). All of the outstanding securities of the Company were issued in compliance with all applicable Federal and state securities laws, either domestic or foreign.

Authorized Capital Stock. (a) The If the shareholders of the Company approve the transactions contemplated hereby, as of the First Installment Date the authorized capital stock of the Company consists shall consist of (i) an unlimited number 10,000,000 shares of Common SharesSeries A Convertible Preferred Stock which is the only class of preferred stock of the Company, and (ii) an unlimited number 10,000,000 shares of Class B Special SharesCommon Stock. As of the date hereof, (iii) an unlimited number 6,314,824 shares of Class A Special Shares and (iv) an unlimited number of Class A Preferred Shares. Immediately prior to the Closing, (A) 16,260,659 Common Shares Stock are validly issued and outstanding, fully paid and nonassessable, (B) 16,260,658.8 Class B Special Shares are validly issued nonassessable with no personal liability attaching to the ownership thereof and outstanding, fully paid and nonassessable, (C) no Class A Special Shares are issued and outstanding and (D) no Class A shares of Preferred Shares are issued or outstanding. (b) Stock have been issued. The stockholders of record and holders of subscriptions, warrants, options, convertible securities, and other rights (contingent or other) to purchase or otherwise acquire equity securities of the Company, and the number of shares, shares of Common Stock and the number of such subscriptions, warrants, options, convertible securities, and other such rights held by each, in each case as of immediately prior to the Selling Shareholder Closing, are as set forth in the attached Schedule III. As If the shareholders of the ClosingCompany approve the transactions contemplated hereby, the designations, powers, preferences, rights, qualifications, limitations and restrictions in respect of each class and series of authorized capital stock of the Company will be, as of the First Installment Date, as set forth in the Articles, a copy of which is attached hereto as Exhibit B, and all such designations, powers, preferences, rights, qualifications, limitations and restrictions are valid, binding and enforceable and in accordance with all applicable laws. Except as set forth in the attached Schedule III, (i) no subscription, warrant, option, convertible security, or other right (contingent or other) to purchase or otherwise acquire equity securities of the Company is authorized or outstanding outstanding, and (ii) except as provided herein there is no commitment by the Company to issue shares, subscriptions, warrants, options, convertible securities, or other such rights or to distribute to holders of any of its equity securities any evidence of indebtedness or asset. Except as provided for in the ArticlesArticles or as set forth in the attached Schedule III, the Company has no does not have any obligation (contingent or other) to purchase, redeem or otherwise acquire any of its equity securities or any interest therein or to pay any dividend or make any other distribution in respect thereof. Except for the Shareholders Agreement, the Investor Rights Agreement and Shares which are held in a Registered Retirement Saving Plan (“RRSP”) or Tax Free Savings Account (“TFSA”), there There are no voting trusts or agreements, shareholders’ stockholders' agreements, pledge agreements, buy-sell agreements, rights of first refusal, preemptive rights or proxies relating to any securities of the Company to which the Company is a party or, to the Company’s knowledge, to which the Company is not a party. All of the outstanding securities of the Company were issued in compliance with all applicable Federal and state securities laws, either domestic or foreign.

Authorized Capital Stock. (a) The authorized capital stock of the ------------------------ Company consists of (i) an unlimited number 18,000,000 shares of Common SharesPreferred Stock, $.001 par value (the "Preferred Stock"), all of which have been designated Series A Convertible Preferred Stock, and (ii) an unlimited number 22,000,000 shares of Class B Special Shares, (iii) an unlimited number of Class A Special Shares and (iv) an unlimited number of Class A Preferred SharesCommon Stock. Immediately prior to the Closing, (A) 16,260,659 6,723,500 shares of Series A Convertible Preferred Stock and 2,747,308 shares of Common Shares are Stock will be validly issued and outstanding, fully paid and nonassessablenonassessable with no personal liability attaching to the ownership thereof, (B) 16,260,658.8 Class B Special Shares are validly issued and outstanding, fully paid and nonassessable, (C) no Class A Special Shares are issued and outstanding and (D) no Class 6,723,500 shares of Common Stock reserved for issuance upon conversion of the Series A Preferred Shares are issued or outstanding. (b) The Stock. Immediately after giving effect to the Closing, the stockholders of record and holders of subscriptions, warrants, options, convertible securities, and other rights (contingent or other) to purchase or otherwise acquire equity securities of the Company, and the number of shares, shares of Common Stock and the number of such subscriptions, warrants, options, convertible securities, and other such rights held by each, in each case as of immediately prior to the Selling Shareholder Closing, are will be as set forth in the attached Schedule III. As The designations, powers, preferences, rights, qualifications, limitations and restrictions in respect of each class and series of authorized capital stock of the ClosingCompany are as set forth in the Charter, a copy of which is attached as Exhibit A, and all such designations, powers, preferences, rights, qualifications, limitations and restrictions are valid, binding and enforceable and in accordance with all applicable laws. Except as set forth in the attached Schedule III, (i) no person owns of record or is known to the Company to own beneficially any share of Common Stock, (ii) no subscription, warrant, option, convertible security, or other right (contingent or other) to purchase or otherwise acquire equity securities of the Company is authorized or outstanding and (iiiii) except as provided by this Agreement and the Charter, there is no commitment by the Company to issue shares, subscriptions, warrants, options, convertible securities, or other such rights or to distribute to holders of any of its equity securities any evidence of indebtedness or asset. Except as provided for in the ArticlesCharter, the Company has no obligation (contingent or other) to purchase, redeem or otherwise acquire any of its equity securities or any interest therein or to pay any dividend or make any other distribution in respect thereof. Except as provided for in the Shareholders AgreementCharter, and the Investor Rights Agreement and Shares which are held in a Registered Retirement Saving Plan (“RRSP”) or Tax Free Savings Account (“TFSA”), there are no voting trusts or agreements, shareholders’ agreements, pledge agreements, buy-sell agreements, rights of first refusal, preemptive rights or proxies relating to any securities of the Company to which the Company is a party or, to the Company’s knowledge, to which the Company is not a party. All of the outstanding securities of the Company were issued in compliance with all applicable securities laws, either domestic or foreign.agreements set forth on

Authorized Capital Stock. (a) The As of the date hereof, the authorized capital stock of the Company consists of (i) an unlimited number 100,000,000 shares of Common SharesStock, (ii) an unlimited number $0.001 par value, and 5,000,000 shares of Class B Special SharesPreferred Stock, (iii) an unlimited number $0.001 par value. As of Class A Special Shares the date hereof, approximately 15,600,259 shares of Common Stock and (iv) an unlimited number no shares of Class A Preferred Shares. Immediately prior to the Closing, (A) 16,260,659 Common Shares are Stock will be validly issued and outstanding, and each outstanding share of Common Stock is fully paid and nonassessable, (B) 16,260,658.8 Class B Special Shares are validly issued . The Company has reserved approximately 77,741 shares of Common Stock for issuance pursuant to the Company's 2000 Stock Plan and outstanding, fully paid and nonassessable, (C) no Class A Special Shares are issued and outstanding and (D) no Class A Preferred Shares are issued or outstanding. (b) The stockholders of record and holders of subscriptions, warrants, options, convertible securities, and other rights (contingent or other) has unexercised options to purchase or otherwise acquire equity securities 2,563,900 shares of Common Stock outstanding as of the Companydate hereof. The designations, powers, preferences, rights, qualifications, limitations and restrictions in respect of each class and series of authorized capital stock of the number of shares, subscriptions, warrants, options, convertible securities, and other such rights held by each, in each case as of immediately prior to the Selling Shareholder Closing, Company are as set forth in the attached Schedule IIICompany's certificate of incorporation, a true and correct copy of which, as amended to date, has previously been provided to the Purchaser, and there are no additional agreements specifying any rights with respect thereto. As The issued and outstanding shares of Common Stock were not issued in violation of or are not otherwise subject to any preemptive or other similar rights or other rights to subscribe for or purchase securities, and conform to the Closingdescription thereof contained in the reports (the "`34 Act Reports") filed by the Company with the Securities and Exchange Commission (the "Commission") since January 1, 2001 pursuant to the Securities Exchange Act of 1934, as amended (i) no subscriptionthe "Exchange Act"). Except for options issued under the Company's stock plans, warrant, option, convertible securitythe Company does not have outstanding any options or warrants to purchase, or any preemptive rights or other right (contingent rights to subscribe for or other) to purchase purchase, any securities or otherwise acquire equity obligations convertible into, or any contracts or commitments to issue or sell, shares of its capital stock or any shares of capital stock of any subsidiary and there is no commitment, plan or arrangement to issue, any securities or obligations convertible into any shares of capital stock of the Company is authorized or outstanding and (ii) there is no commitment by the Company to issue shares, subscriptions, warrants, any such options, rights convertible securitiessecurities or obligations. The description of the Company's capital stock, stock bonus and other stock plans or arrangements and the options or other such rights or to distribute to holders of any of its equity securities any evidence of indebtedness or asset. Except as provided for granted and exercised thereunder, contained in the Articles`34 Act Reports accurately and fairly presents the information required to be shown with respect to such capital stock, the Company has no obligation (contingent or other) to purchaseplans, redeem or otherwise acquire any of its equity securities or any interest therein or to pay any dividend or make any other distribution in respect thereof. Except for the Shareholders Agreementarrangements, the Investor Rights Agreement options and Shares which are held in a Registered Retirement Saving Plan (“RRSP”) or Tax Free Savings Account (“TFSA”), there are no voting trusts or agreements, shareholders’ agreements, pledge agreements, buy-sell agreements, rights of first refusal, preemptive rights or proxies relating to any securities of the Company to which the Company is a party or, to the Company’s knowledge, to which the Company is not a party. All of the outstanding securities of the Company were issued in compliance with all applicable securities laws, either domestic or foreignrights.

Authorized Capital Stock. (a) The authorized capital stock Capital Stock of the Company consists of (i) an unlimited number 3,000 shares of Common SharesStock, (ii) an unlimited number 104.9064 shares of Class B Special Shares, (iii) an unlimited number of Class A Special Shares and (iv) an unlimited number of Class A Preferred Shares. Immediately prior to the Closing, (A) 16,260,659 Common Shares which are validly issued and outstanding, fully paid and nonassessable, (B) 16,260,658.8 Class B Special Shares are validly issued and outstanding, fully paid and nonassessable, (C) no Class A Special Shares are issued and outstanding and (D) no Class A Preferred Shares are issued or outstanding. (b) . The stockholders of record and holders of subscriptions, warrants, options, convertible securities, securities and other rights (contingent or otherotherwise) to purchase or otherwise acquire equity securities Capital Stock of the CompanyCompany and the number of shares of Capital Stock, other equity securities, and the number of shares, such subscriptions, warrants, options, convertible securities, securities and other such rights held by each, in each case as of immediately prior to the Selling Shareholder Closing, are as set forth in the attached Capitalization Schedule. (b) Except as set forth in the attached Capitalization Schedule III. As and pursuant to the terms and conditions of the Closingthis Agreement, (i) no Person owns of record or is known to the Company to own beneficially any share of Capital Stock or other equity securities of the Company, (ii) no subscription, warrant, option, convertible security, or other right (contingent or other) to purchase or otherwise acquire equity securities from the Company Capital Stock of the Company is authorized or outstanding and (iiiii) there is no commitment by the Company to issue shares, subscriptions, warrants, options, convertible securities, or other such rights or to distribute to holders of any of its equity securities Capital Stock any evidence of indebtedness Indebtedness or assetassets. Except as provided for in this Agreement, its Governing Documents, the ArticlesTransaction Documents, or as set forth in the attached Capitalization Schedule, the Company has no obligation (contingent or otherotherwise) to purchase, redeem or otherwise acquire any of its equity securities Capital Stock or any interest therein or to pay any dividend or make any other distribution in respect thereof. Except for the Shareholders Agreement, the Investor Rights Agreement and Shares which are held in a Registered Retirement Saving Plan (“RRSP”) or Tax Free Savings Account (“TFSA”), there There are no voting trusts or agreements, shareholdersstockholders’ agreements, pledge agreements, buy-sell agreements, rights of first refusal, preemptive rights or proxies relating to any securities of the Company to which or any of its Subsidiaries, other than the Company is a party orStockholders’ Agreement and voting agreement contained therein, to included in the Company’s knowledge, to which the Company is not a partyTransaction Documents. All of the outstanding securities of the Company were issued in compliance with all applicable federal and state securities laws. Except as set forth in the attached Capitalization Schedule, either domestic the Company has no direct or foreignindirect Subsidiaries.

Authorized Capital Stock. (a) The authorized capital stock of the ------------------------ Company consists of (i) an unlimited number 4,000,000 shares of Common SharesPreferred Stock, $.001 par value (the "Preferred Stock"), all of which have been designated Series A Convertible Preferred Stock, and (ii) an unlimited number 12,000,000 shares of Class B Special Shares, (iii) an unlimited number of Class A Special Shares and (iv) an unlimited number of Class A Preferred SharesCommon Stock. Immediately prior to the Closing, (A) 16,260,659 2,929,600 shares of Common Shares are Stock will be validly issued and outstanding, fully paid and nonassessablenonassessable with no personal liability attaching to the ownership thereof and no shares of Preferred Stock shall have been issued. Immediately after giving effect to the Closing, (B) 16,260,658.8 Class B Special Shares are validly issued and outstanding, fully paid and nonassessable, (C) no Class A Special Shares are issued and outstanding and (D) no Class A Preferred Shares are issued or outstanding. (b) The the stockholders of record and holders of subscriptions, warrants, options, convertible securities, and other rights (contingent or other) to purchase or otherwise acquire equity securities of the Company, and the number of shares, shares of Common Stock and the number of such subscriptions, warrants, options, convertible securities, and other such rights held by each, will be as set forth in the attached Schedule -------- III. The designations, powers, preferences, rights, qualifications, limitations --- and restrictions in respect of each case class and series of authorized capital stock of the Company are as set forth in the Charter, a copy of immediately prior to the Selling Shareholder Closingwhich is attached as Exhibit G, and all such designations, powers, preferences, rights, --------- qualifications, limitations and restrictions are valid, binding and enforceable and in accordance with all applicable laws. Except as set forth in the attached Schedule III. As of the Closing, (i) no person owns of record or is known to the Company to own ------------ beneficially any share of Common Stock, (ii) no subscription, warrant, option, convertible security, or other right (contingent or other) to purchase or otherwise acquire equity securities of the Company is authorized or outstanding and (iiiii) except as provided by this Agreement and the Charter, there is no commitment by the Company to issue shares, subscriptions, warrants, options, convertible securities, or other such rights or to distribute to holders of any of its equity securities any evidence of indebtedness or asset. Except as provided for in the ArticlesCharter, the Company has no obligation (contingent or other) to purchase, redeem or otherwise acquire any of its equity securities or any interest therein or to pay any dividend or make any other distribution in respect thereof. Except as provided for in the Shareholders AgreementCharter, the Investor Rights Agreement Founders Agreements, Stockholders Agreements and Shares which are held in a Registered Retirement Saving Plan (“RRSP”) or Tax Free Savings Account (“TFSA”)the Voting Agreement, there are no voting trusts or agreements, shareholders’ agreements, pledge agreements, buy-sell agreements, rights of first refusal, preemptive rights or proxies relating to any securities of the Company or any of its subsidiaries to which the Company is a party or any of its subsidiaries or, to the Company’s 's knowledge, to which the Company any other person or entity, is not a party. All of the outstanding securities of the Company were issued in compliance with all applicable Federal and state securities laws, either domestic or foreign.

Authorized Capital Stock. Except as set forth in SECTION 3.02 OF THE DISCLOSURE SCHEDULE and except for subsequent issuances, if any, pursuant to this Agreement or pursuant to agreements, employee or director benefit plans or the exercise of convertible securities referred to in the 34 Act Reports (a) The authorized as defined below), the Company has authorized, issued and outstanding capital stock as set forth in the Company's quarterly report on Form 10-Q for the quarter ended March 31, 2003 and the Company's annual report on Form 10-K for the year ended 2002, as applicable (collectively, the "34 ACT REPORTS"), filed by it with the United States Securities and Exchange Commission (the "COMMISSION") pursuant to the Securities and Exchange Act of 1934, as amended (the "EXCHANGE ACT"). The issued and outstanding shares of the Company consists of Company's Series B Preferred Stock, par value $1.00 per share (ithe "SERIES B PREFERRED") an unlimited number of and the Common SharesStock have been duly authorized and validly issued, (ii) an unlimited number of Class B Special Shares, (iii) an unlimited number of Class A Special Shares and (iv) an unlimited number of Class A Preferred Shares. Immediately prior to the Closing, (A) 16,260,659 Common Shares are validly issued and outstanding, fully paid and nonassessable, (B) 16,260,658.8 Class B Special Shares were not issued in violation of or are validly issued and outstanding, fully paid and nonassessable, (C) no Class A Special Shares are issued and outstanding and (D) no Class A Preferred Shares are issued not otherwise subject to any preemptive or outstanding. (b) The stockholders of record and holders of subscriptions, warrants, options, convertible securitiesother similar rights or other rights to subscribe for or purchase securities except for any such rights as may have been duly waived, and other rights (contingent or other) conform in all material respects to purchase or otherwise acquire equity securities of the descriptions thereof contained in the 34 Act Reports. Except as disclosed in the 34 Act Reports, and except for options issued under the Company's stock plans after March 31, 2003 and the number of shares, subscriptions, warrants, options, convertible securities, and other such rights held by each, in each case as of immediately prior to the Selling Shareholder Closing, are as otherwise set forth in the attached Schedule III. As of the ClosingSECTION 3.02 OF THE DISCLOSURE SCHEDULE, (i) no subscription, warrant, option, convertible securitythe Company does not have outstanding any options or warrants to purchase, or any preemptive rights or other right (contingent rights to subscribe for or other) to purchase purchase, any securities or otherwise acquire equity securities obligations convertible into, or any contracts or commitments to issue or sell, shares of the Company is authorized its capital stock or outstanding any shares of capital stock of any subsidiary, and (ii) there is no commitment by the Company commitment, plan or arrangement to issue sharesissue, subscriptions, warrants, options, convertible securities, or other such rights or to distribute to holders of any of its equity securities any evidence of indebtedness or asset. Except as provided for in the Articles, the Company has no obligation (contingent or other) to purchase, redeem or otherwise acquire any of its equity securities or obligations convertible into any interest therein or to pay any dividend or make any other distribution in respect thereof. Except for the Shareholders Agreement, the Investor Rights Agreement and Shares which are held in a Registered Retirement Saving Plan (“RRSP”) or Tax Free Savings Account (“TFSA”), there are no voting trusts or agreements, shareholders’ agreements, pledge agreements, buy-sell agreements, rights shares of first refusal, preemptive rights or proxies relating to any securities capital stock of the Company to which the Company is a party oror any such options, to rights convertible securities or obligations. The description of the Company’s knowledge's capital stock, stock bonus and other stock plans or arrangements and the options or other rights granted and exercised thereunder, contained in the 34 Act Reports, fairly presents in all material respects the information required to which the Company is not a party. All of the outstanding securities of the Company were issued be shown in compliance such 34 Act Reports with all applicable securities lawsrespect to such capital stock, either domestic or foreignplans, arrangements, options and rights.