Common use of Capital Structure Clause in Contracts

Capital Structure. The authorized capital stock of the Parent consists of 75,000,000 shares of Common Stock, of which 3,915,160 shares shall be issued and outstanding immediately prior to the Closing. Except as disclosed in the Parent’s public securities filings, as of immediately prior to the Closing, there will be no outstanding bonds, debentures, notes or other indebtedness or other securities of the Parent having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which shareholders of the Parent. Except as disclosed in the Parent’s public securities filings, as of immediately prior to the Closing, there will be no outstanding securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind to which the Parent is a party or by which it is bound obligating the Parent to issue, deliver or sell, or cause to be issued, delivered or sold, additional common stock of the Parent or other equity or voting securities of the Parent or obligating the Parent to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking. As of immediately prior to the Closing, there will be no outstanding contractual obligations, commitments, understandings or arrangements of the Parent to repurchase, redeem or otherwise acquire or make any payment in respect of any common stock of the Parent or any other securities of the Parent. As of immediately prior to the Closing, there will be no agreements or arrangements pursuant to which the Parent is or could be required to register the Parent’s common stock or other securities under the Securities Act or other agreements or arrangements with or among any holders of the Parent or with respect to any securities of the Parent. The issuance of the Parent Stock will not trigger any anti-dilution rights of any existing securities of the Parent. Except as disclosed in the Parent’s public securities filings, as of the Closing, there will be no rights, subscriptions, warrants, options, conversion rights, or agreements of any kind outstanding to purchase from the Parent, or otherwise require the Parent to issue, any shares of capital stock of the Parent or securities or obligations of any kind convertible into or exchangeable for any shares of capital stock of the Parent.

Capital Structure. The authorized capital stock of the Parent consists of 75,000,000 (i) 130,000,000 shares of Parent Class A Common Stock and (ii) 10,000,000 shares of preferred stock, par value $0.01 per share ("Parent Preferred Stock"). As of the close of business on September 22, 1997, there are (i) 52,097,548 shares of which 3,915,160 Parent Class A Common Stock and no shares shall be of Parent Preferred Stock issued and outstanding immediately prior outstanding; (ii) 739,363 shares of Parent Class A Common Stock held in the treasury of Parent; and (iii) 8,441,164 shares of Parent Class A Common Stock reserved for issuance pursuant to the ClosingEmployee Stock Plan, the 1993 Stock Plan for Non-Employee Directors, and the Amended and Restated 1993 Stock Plan (the "Parent Stock Plans"). Except as disclosed in the Parent’s public set forth above, no shares of capital stock or other equity securities filingsof Parent are issued, as reserved for issuance or outstanding. All outstanding shares of immediately prior capital stock of Parent are, and all shares which may be issued pursuant to the Closingthis Agreement will be, there will be when issued, duly authorized, validly issued, fully paid and nonassessable and not subject to preemptive rights. There are no outstanding bonds, debentures, notes or other indebtedness or other securities of the Parent having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which shareholders stockholders of the ParentParent may vote. Except as disclosed in the Parent’s public securities filings, as of immediately prior to the Closingset forth above, there will be are no outstanding securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind to which the Parent or any of its subsidiaries is a party or by which it any of them is bound obligating the Parent or any of its subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional common shares of capital stock of the Parent or other equity or voting securities of the Parent or any of its subsidiaries or obligating the Parent or any of its subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking. As of immediately prior Other than pursuant to the ClosingParent Stock Plans and the Citibank Equity Options Stock Buyback Program, there will be are no outstanding contractual obligations, commitments, understandings or arrangements of the Parent or any of its subsidiaries to repurchase, redeem or otherwise acquire or make any payment in respect of any common stock of the Parent or any other securities of the Parent. As of immediately prior to the Closing, there will be no agreements or arrangements pursuant to which the Parent is or could be required to register the Parent’s common stock or other securities under the Securities Act or other agreements or arrangements with or among any holders of the Parent or with respect to any securities of the Parent. The issuance of the Parent Stock will not trigger any anti-dilution rights of any existing securities of the Parent. Except as disclosed in the Parent’s public securities filings, as of the Closing, there will be no rights, subscriptions, warrants, options, conversion rights, or agreements of any kind outstanding to purchase from the Parent, or otherwise require the Parent to issue, any shares of capital stock of the Parent or securities or obligations any of any kind convertible into or exchangeable for any shares of its subsidiaries. The authorized capital stock of the Sub consists of 100 shares of common stock, par value $0.01 per share, all of which have been validly issued, are fully paid and nonassessable and are owned by Parent, free and clear of any Lien.

Capital Structure. (a) The authorized shares of Parent consist of 220,000,000 Parent Common Shares, 30,000,000 shares of preferred stock, $0.01 par value per share, and 10,000,000 shares of special common stock, $0.01 par value per share. At the close of business on May 15, 2023, (i) 170,997,989 Parent Common Shares were issued and outstanding, (ii) no shares of preferred stock or special common stock of Parent were issued and outstanding, (iii) 5,637,725 Parent Common Shares were reserved for issuance pursuant to the terms of outstanding options or equity or equity-based awards granted pursuant to the Parent Equity Incentive Plan, and (iv) 3,682,272 Parent Common Shares were available for grant under the Parent Equity Incentive Plan. (b) All issued and outstanding shares of capital stock of the Parent consists are duly authorized, validly issued, fully paid and nonassessable, and no class of 75,000,000 shares of Common Stock, of which 3,915,160 shares shall be issued and outstanding immediately prior capital stock is entitled to the Closingpreemptive rights. Except as disclosed in the Parent’s public securities filings, as of immediately prior to the Closing, there will be There are no outstanding bonds, debentures, notes or other indebtedness or other securities Indebtedness of the Parent having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters matter on which shareholders holders of the ParentParent Common Shares may vote. Except as disclosed All equity interests in the Parent’s public securities filings, as of immediately prior to the Closing, there will be Parent Partnership are duly authorized and validly issued. (c) There are no outstanding subscriptions, securities, options, warrants, calls, rights, commitmentsprofits interests, stock appreciation rights, phantom stock, convertible securities, rights of first refusal or other similar rights, agreements, arrangements arrangements, undertakings or undertakings commitments of any kind to which the Parent is a party or or, to the Knowledge of Parent, by which it is bound obligating the Parent to (i) issue, transfer, deliver or sellsell or create, or cause to be issued, transferred, delivered or sold, sold or created any additional common shares of capital stock of the Parent or other equity interests or voting securities phantom stock or other contractual rights the value of which is determined in whole or in part by the value of any equity security of Parent or obligating the Parent to securities convertible into or exchangeable for such shares or equity interests, (ii) issue, grant, extend or enter into any such securitysubscriptions, optionsecurities, warrantoptions, callwarrants, rightcalls, commitmentrights, agreementprofits interests, arrangement stock appreciation rights, phantom stock, convertible securities, rights of first refusal or undertaking. As of immediately prior to the Closingother similar rights, there will be no outstanding contractual obligationsagreements, arrangements, undertakings or commitments, understandings or arrangements of the Parent to repurchase(iii) redeem, redeem repurchase or otherwise acquire or make any payment in respect of any common stock of the Parent or any other securities of the Parent. As of immediately prior to the Closing, there will be no agreements or arrangements pursuant to which the Parent is or could be required to register the Parent’s common stock or other securities under the Securities Act or other agreements or arrangements with or among any holders of the Parent or with respect to any securities of the Parent. The issuance of the Parent Stock will not trigger any anti-dilution rights of any existing securities of the Parent. Except as disclosed in the Parent’s public securities filings, as of the Closing, there will be no rights, subscriptions, warrants, options, conversion rights, or agreements of any kind outstanding to purchase from the Parent, or otherwise require the Parent to issue, any such shares of capital stock of or other equity interests or (iv) provide for voting trusts or similar agreements or understandings concerning the Parent or securities or obligations voting of any kind convertible into or exchangeable for any shares of capital stock of the Parent. (d) Parent does not have a “poison pill” or similar stockholder rights plan. (e) All dividends or other distributions on the Parent Common Shares and other capital stock of Parent and any material dividends or other distributions on any securities of any Parent Subsidiary which have been authorized or declared prior to the date hereof have been paid in full (except to the extent such dividends have been publicly announced and are not yet due and payable).

Capital Structure. The authorized capital stock of the Parent on the date hereof consists of 75,000,000 500,000,000 shares of Parent Common StockStock and 12,500,000 shares of preferred stock, of which 3,915,160 (a) 202,308,728 shares shall be of Parent Common Stock are issued and outstanding immediately (before giving effect to the issuances to be made at Closing), (b) no shares of preferred stock of the Parent are authorized, issued and outstanding and (c) no shares of Parent Common Stock or preferred stock are held by the Parent in its treasury. No other shares of capital stock or other voting securities of the Parent are issued, reserved for issuance or outstanding. The Parent is the sole record and beneficial owner of all of the issued and outstanding capital stock of each Parent Subsidiary. All outstanding shares of the capital stock of the Parent and each Parent Subsidiary are, and all such shares that may be issued prior to the Closing. Except as disclosed in Closing Date and following the Parent’s public securities filings, as of immediately prior Closing Date to the Closing, there Shareholders hereunder will be no outstanding when issued, duly authorized, validly issued, fully paid and non-assessable and not subject to or issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the General Corporation Law of the State of Delaware, the Parent Charter, the Parent Bylaws or any Contract to which the Parent is a party or otherwise bound. There are not any bonds, debentures, notes or other indebtedness or other securities Indebtedness of the Parent or any Parent Subsidiary having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which shareholders holders of the ParentParent Common Stock or the shares of any Parent Subsidiary may vote (“Voting Parent Debt”). Except as disclosed in the Parent’s public securities filingsset forth above, as of immediately prior to the Closingdate of this Agreement, there will be are no outstanding securities, options, warrants, callsrights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, agreementsContracts, arrangements or undertakings of any kind to which the Parent or any Parent Subsidiary is a party or by which it any of them is bound (a) obligating the Parent or any Parent Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, additional common shares of capital stock or other equity interests in, or any security convertible or exercisable for or exchangeable into any capital stock of or other equity interest in, the Parent or other equity any Parent Subsidiary or voting securities of any Voting Parent Debt, (b) obligating the Parent or obligating the any Parent Subsidiary to issue, grant, extend or enter into any such security, option, warrant, call, right, security, commitment, agreementContract, arrangement or undertakingundertaking or (c) that give any person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights occurring to holders of the capital stock of the Parent. As of immediately prior to the Closingdate of this Agreement, there will be are no outstanding contractual obligations, commitments, understandings or arrangements obligations of the Parent to repurchase, redeem or otherwise acquire or make any payment in respect of any common stock of the Parent or any other securities of the Parent. As of immediately prior to the Closing, there will be no agreements or arrangements pursuant to which the Parent is or could be required to register the Parent’s common stock or other securities under the Securities Act or other agreements or arrangements with or among any holders of the Parent or with respect to any securities of the Parent. The issuance of the Parent Stock will not trigger any anti-dilution rights of any existing securities of the Parent. Except as disclosed in the Parent’s public securities filings, as of the Closing, there will be no rights, subscriptions, warrants, options, conversion rights, or agreements of any kind outstanding to purchase from the Parent, or otherwise require the Parent to issue, any shares of capital stock of the Parent or securities or obligations of any kind convertible into or exchangeable for Parent Subsidiary. The Parent is not a party to any agreement granting any securityholder of the Parent the right to cause the Parent to register shares of the capital stock or other securities of the Parent held by such securityholder under the Securities Act. The stockholder list provided to the Company is a current stockholder list generated by the Parent’s stock transfer agent, and such list accurately reflects all of the issued and outstanding shares of the Parent Common Stock as at the date of this Agreement.

Capital Structure. The authorized capital stock of the Parent consists of 75,000,000 50,000,000 shares of Parent Common Stock, $0.001 par value, of which 3,915,160 1,009,643 shares of Parent Common Stock shall be issued and outstanding immediately prior to the ClosingEffective Time of the Merger and no shares of Parent Common Stock are issuable upon the exercise of outstanding warrants, convertible notes, options and otherwise. Except as disclosed set forth above, no shares of capital stock or other equity securities of Parent are issued, reserved for issuance or outstanding. All outstanding shares of capital stock of Parent are, and all shares which may be issued pursuant to this Agreement will be, when issued, duly authorized, validly issued, fully paid and nonassessable and, not subject to preemptive rights, and issued in compliance with all applicable state and federal laws concerning the Parent’s public securities filings, as issuance of immediately prior to the Closing, there will be securities. There are no outstanding bonds, debentures, notes or other indebtedness or other securities of the Parent having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which shareholders of the ParentParent may vote. Except as disclosed in the Parent’s public securities filings, as of immediately prior to the Closingset forth above, there will be are no outstanding securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind to which the Parent or any of its subsidiaries is a party or by which it any of them is bound obligating the Parent or any its subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional common shares of capital stock of the Parent or other equity or voting securities of the Parent or any of its subsidiaries or obligating the Parent or any of its subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity securities of Parent or any of its subsidiaries or obligating Parent or any of its subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking. As of immediately prior to the Closing, there will be There are no outstanding contractual obligations, commitments, understandings or arrangements of the Parent or any of its subsidiaries to repurchase, redeem or otherwise acquire or make any payment in respect of any common shares of capital stock of the Parent or any other securities of the Parentits subsidiaries. As of immediately prior to the Closing, there will be There are no agreements or arrangements pursuant to which the Parent is or could be required to register the Parent’s common stock shares of Parent Common Stock or other securities under the Securities Act or other agreements or arrangements with or among any holders securityholders of the Parent or with respect to any securities of the Parent. The issuance of the Parent Stock will not trigger any anti-dilution rights of any existing securities of the Parent. Except as disclosed in the Parent’s public securities filings, as of the Closing, there will be no rights, subscriptions, warrants, options, conversion rights, or agreements of any kind outstanding to purchase from the Parent, or otherwise require the Parent to issue, any shares of authorized capital stock of Sub consists of 1,000 shares of common stock, of which 1,000 shares have been validly issued, are fully paid and nonassessable, were issued in compliance with all applicable state and federal laws concerning the Parent or securities or obligations issuance of securities, and are owned by Parent, free and clear of any kind convertible into or exchangeable for any shares of capital stock of the Parentlien.

Capital Structure. The authorized capital stock of the Parent consists of 75,000,000 500,000,000 shares of Parent Common Stock and 10,000,000 shares of preferred stock, $0.001 par value (“Parent Preferred Stock”). As of the date of this Agreement, (A) 25,500,000 shares of which 3,915,160 shares shall be Parent Common Stock are issued and outstanding immediately prior to outstanding, and (B) no shares of Company Preferred Stock are issued and outstanding. Since the Closingdate of this Agreement, the Parent has not issued any shares of Parent Common Stock or Parent Preferred Stock. Except as disclosed set forth above, no shares of capital stock or other voting securities of Parent are issued, reserved for issuance or outstanding. All outstanding shares of the capital stock of Parent are duly authorized, validly issued, fully paid and nonassessable and not subject to or issued in the Parent’s public securities filingsviolation of any purchase option, as call option, right of immediately prior to the Closingfirst refusal, there will be preemptive right, subscription right or any similar right. There are no outstanding bonds, debentures, notes or other indebtedness or other securities of the Parent having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which shareholders holders of the ParentParent Common Stock may vote (“Voting Parent Debt”). Except as disclosed in the Parent’s public securities filings, as of immediately prior to the Closing, there will be There are no outstanding securities, options, warrants, callsrights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, agreementsContracts, arrangements or undertakings of any kind to which the Parent is a party or by which it is bound (i) obligating the Parent to issue, deliver or sell, or cause to be issued, delivered or sold, additional common shares of capital stock of the Parent or other equity interests in, or voting securities any security convertible or exercisable for or exchangeable into any capital stock of the or other equity interest in, Parent or any Voting Parent Debt, (ii) obligating the Parent to issue, grant, extend or enter into any such security, option, warrant, call, right, security, commitment, agreementContract, arrangement or undertakingundertaking or (iii) that give any person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights occurring to holders of the capital stock of the Parent. As of immediately prior to the Closing, there will be There are no outstanding contractual obligations, commitments, understandings or arrangements obligations of the Parent to repurchase, redeem or otherwise acquire or make any payment in respect of any common stock of the Parent or any other securities of the Parent. As of immediately prior to the Closing, there will be no agreements or arrangements pursuant to which the Parent is or could be required to register the Parent’s common stock or other securities under the Securities Act or other agreements or arrangements with or among any holders of the Parent or with respect to any securities of the Parent. The issuance of the Parent Stock will not trigger any anti-dilution rights of any existing securities of the Parent. Except as disclosed in the Parent’s public securities filings, as of the Closing, there will be no rights, subscriptions, warrants, options, conversion rights, or agreements of any kind outstanding to purchase from the Parent, or otherwise require the Parent to issue, any shares of capital stock of Parent. The Parent is not a party to any agreement granting any securityholder of the Parent or securities or obligations of any kind convertible into or exchangeable for any the right to cause the Parent to register shares of the capital stock or other securities of the Parent held by such securityholder under the Securities Act. At the Initial Closing, Parent shall deliver to the Company a certified stockholder list generated by its stock transfer agent which shall accurately reflect all of the issued and outstanding shares of the Parent’s Common Stock.

Capital Structure. The authorized capital stock of the Parent consists of 75,000,000 (1) 200,000,000 shares of Common Stockcommon stock, par value $0.001 per share, of which 3,915,160 11,870,000 shares shall be are issued and outstanding immediately (before giving effect to the issuances to be made at Closing); and (2) 100,000,000 shares of preferred stock, par value $0.001 per share, of which 10,000,000 have been designated as Series A Preferred Stock, and of which 0 shares are issued an outstanding. No other shares of capital stock or other voting securities of the Parent are issued, reserved for issuance or outstanding. All outstanding shares of the capital stock of the Parent are, and all such shares that may be issued prior to the Closing. Except as disclosed in the Parent’s public securities filings, as of immediately prior to the Closing, there date hereof will be no outstanding when issued, duly authorized, validly issued, fully paid and non-assessable and not subject to or issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the Nevada Revised Statutes, the Parent Charter, the Parent Bylaws or any Contract to which the Parent is a party or otherwise bound. There are not any bonds, debentures, notes or other indebtedness or other securities of the Parent having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which shareholders holders of the ParentParent Shares may vote (“Voting Parent Debt”). Except as disclosed set forth in the Parent’s public securities filingsParent SEC Documents, as of immediately prior to the Closingdate of this Agreement, there will be are no outstanding securities, options, warrants, callsrights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, agreementsContracts, arrangements or undertakings of any kind to which the Parent is a party or by which it is bound (a) obligating the Parent to issue, deliver or sell, or cause to be issued, delivered or sold, additional common shares of capital stock or other equity interests in, or any security convertible or exercisable for or exchangeable into any capital stock of or other equity interest in, the Parent or other equity or voting securities of the any Voting Parent or Debt, (b) obligating the Parent to issue, grant, extend or enter into any such security, option, warrant, call, right, security, commitment, agreementContract, arrangement or undertakingundertaking or (c) that give any person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights occurring to holders of the capital stock of the Parent. As of immediately prior to the Closingdate of this Agreement, there will be are no outstanding contractual obligations, commitments, understandings or arrangements obligations of the Parent to repurchase, redeem or otherwise acquire or make any payment in respect of any common stock of the Parent or any other securities of the Parent. As of immediately prior to the Closing, there will be no agreements or arrangements pursuant to which the Parent is or could be required to register the Parent’s common stock or other securities under the Securities Act or other agreements or arrangements with or among any holders of the Parent or with respect to any securities of the Parent. The issuance of the Parent Stock will not trigger any anti-dilution rights of any existing securities of the Parent. Except as disclosed in the Parent’s public securities filings, as of the Closing, there will be no rights, subscriptions, warrants, options, conversion rights, or agreements of any kind outstanding to purchase from the Parent, or otherwise require the Parent to issue, any shares of capital stock of the Parent or securities or obligations of any kind convertible into or exchangeable for any shares of capital stock of the Parent. The Parent is not a party to any agreement granting any security holder of the Parent the right to cause the Parent to register shares of the capital stock or other securities of the Parent held by such security holder under the Securities Act.

Capital Structure. The authorized capital stock of the Parent consists of 75,000,000 100,000,000 shares of Parent Common Stock, par value $0.001, of which 3,915,160 750,000 shares shall be are issued and outstanding immediately prior to (the Closing“Parent Common Stock”). No shares of Parent Common Stock are issuable upon the exercise of outstanding warrants, convertible notes, options and otherwise. Except as disclosed set forth above, no shares of capital stock or other equity securities of Parent are issued, reserved for issuance or outstanding. All outstanding shares of capital stock of Parent are, and all shares which may be issued pursuant to this Agreement will be, when issued, duly authorized, validly issued, fully paid and nonassessable, not subject to preemptive rights, and issued in compliance with all applicable state and federal laws concerning the Parent’s public securities filings, as issuance of immediately prior to the Closing, there will be securities. There are no outstanding bonds, debentures, notes or other indebtedness or other securities of the Parent having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which shareholders of the ParentParent may vote. Except as disclosed in the Parent’s public securities filings, as of immediately prior to the Closingset forth above, there will be are no outstanding securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind to which the Parent is a party or by which it is bound obligating the Parent to issue, deliver or sell, or cause to be issued, delivered or sold, additional common shares of capital stock of the Parent or other equity or voting securities of the Parent or obligating the Parent to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity securities of Parent or obligating Parent to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking. As of immediately prior to the Closing, there will be There are no outstanding contractual obligations, commitments, understandings or arrangements of the Parent to repurchase, redeem or otherwise acquire or make any payment in respect of any common stock of the Parent or any other securities of the Parent. As of immediately prior to the Closing, there will be no agreements or arrangements pursuant to which the Parent is or could be required to register the Parent’s common stock or other securities under the Securities Act or other agreements or arrangements with or among any holders of the Parent or with respect to any securities of the Parent. The issuance of the Parent Stock will not trigger any anti-dilution rights of any existing securities of the Parent. Except as disclosed in the Parent’s public securities filings, as of the Closing, there will be no rights, subscriptions, warrants, options, conversion rights, or agreements of any kind outstanding to purchase from the Parent, or otherwise require the Parent to issue, any shares of capital stock of the Parent or securities or obligations of any kind convertible into or exchangeable for any shares of capital stock of the Parent.

Capital Structure. The authorized shares of capital stock of Parent and the Parent consists of 75,000,000 outstanding shares of such capital stock and the outstanding awards to purchase Parent Common Stock, as of which 3,915,160 shares shall be the date of this Agreement, are as provided in Section 3.2(c) of the Disclosure Letter. (i) As of the date of this Agreement, except as disclosed in Section 3.2(c) of the Disclosure Letter, there are no issued and outstanding immediately prior or reserved for issuance: (A) shares or other equity securities of Parent; (B) restricted shares of Parent Common Stock or performance stock awards relating to the Closing. Except as disclosed in the equity interests of Parent’s public , whether under a Parent Stock Plan or otherwise; (C) securities filings, as of immediately prior to the Closing, there will be no outstanding bonds, debentures, notes Parent or any Parent Subsidiary convertible into or exchangeable for stock or other indebtedness or other equity securities of the Parent having the right to vote or any Parent Subsidiary; and (or convertible into, or exchangeable for, securities having the right to voteD) on any matters on which shareholders of the Parent. Except as disclosed in the Parent’s public securities filings, as of immediately prior to the Closing, there will be no outstanding securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind Convertible Rights to which the Parent or any Parent Subsidiary is a party or by which it is bound in any case obligating the Parent or any Parent Subsidiary to issue, deliver deliver, sell, purchase, redeem or sellacquire, or cause to be issued, delivered or delivered, sold, additional common purchased, redeemed or acquired, stock of the Parent or other equity or voting securities of the Parent or of any Parent Subsidiary, or obligating the Parent or any Parent Subsidiary to issue, grant, extend or enter into any such securitysubscription, option, warrant, conversion right, stock appreciation right, call, right, commitment, agreement, arrangement or undertaking. As agreement. (ii) All outstanding shares of immediately Parent are, and all shares reserved for issuance will be, upon issuance in accordance with the terms specified in the instruments or agreements pursuant to which they are issuable, duly authorized, validly issued, fully paid and nonassessable and not subject to or issued in violation of, any preemptive right, purchase option, call option, right of first refusal, subscription or any other similar right. (i) All dividends or distributions on securities of Parent or any material dividends or distributions on any securities of any Parent Subsidiary (other than any wholly owned Parent Subsidiaries) that have been declared or authorized prior to the Closingdate of this Agreement have been paid in full, other than, as of the date hereof dividends that accrue under the preferred stock of Parent that are issued and outstanding. (ii) Except for this Agreement, there will be no outstanding contractual obligationsare not any: (A) shareholder agreements, commitmentsvoting trusts, understandings or arrangements of the Parent to repurchase, redeem or otherwise acquire or make any payment in respect of any common stock of the Parent or any other securities of the Parent. As of immediately prior to the Closing, there will be no agreements or arrangements pursuant to which the Parent is or could be required to register the Parent’s common stock or other securities under the Securities Act proxies or other agreements or arrangements with or among any holders understandings relating to the voting of the Parent or with respect to any securities of the Parent. The issuance of the Parent Stock will not trigger any anti-dilution rights of any existing securities of the Parent. Except as disclosed in the Parent’s public securities filings, as of the Closing, there will be no rights, subscriptions, warrants, options, conversion rights, or agreements of any kind outstanding to purchase from the Parent, or otherwise require the Parent to issue, any shares of capital stock of the Parent to which Parent or securities any Parent Subsidiary is a party or obligations by which it is bound or (B) agreements or understandings relating to the sale or transfer (including agreements imposing transfer restrictions) of any kind convertible into or exchangeable for any shares of capital stock Parent or any Parent Subsidiary is a party or by which it is bound. (C) No holder of securities in Parent or any Parent Subsidiary has any right to have the Parentoffering or sale of such securities registered by Parent or any Parent Subsidiary, as the case may be.

Capital Structure. The authorized capital stock of the Parent consists of 75,000,000 100,000,000 shares of Common Parent Stock, and 10,000,000 shares of which 3,915,160 preferred stock, par value $0.001 per share. As of the date of this Agreement (a) 312,730 shares shall of Parent Stock are issued and outstanding; (b) no shares of preferred stock are outstanding and (c) no shares of Parent Stock or preferred stock are held by the Parent in its treasury. Except as set forth above, no shares of capital stock or other voting securities of the Parent are issued, reserved for issuance or outstanding. All outstanding shares of the capital stock of the Parent are, and all such shares that may be issued and outstanding immediately prior to the Closing. Except as disclosed in the Parent’s public securities filings, as of immediately prior to the Closing, there date hereof will be no outstanding when issued, duly authorized, validly issued, fully paid and nonassessable and not subject to or issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the General Corporation Law of the State of Delaware, the Parent Charter, the Parent Bylaws or any Contract to which the Parent is a party or otherwise bound. There are not any bonds, debentures, notes or other indebtedness or other securities of the Parent having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which shareholders holders of the ParentParent Stock may vote (“ Voting Parent Debt”). Except as disclosed in the Parent’s public securities filings, as of immediately prior to the Closing, there will be no outstanding securities, There are not any options, warrants, callsrights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, agreementsContracts, arrangements or undertakings of any kind to which the Parent is a party or by which it is bound (a) obligating the Parent to issue, deliver or sell, or cause to be issued, delivered or sold, additional common shares of capital stock or other equity interests in, or any security convertible or exercisable for or exchangeable into any capital stock of or other equity interest in, the Parent or other equity or voting securities of the any Voting Parent or Debt, (b) obligating the Parent to issue, grant, extend or enter into any such security, option, warrant, call, right, security, commitment, agreementContract, arrangement or undertakingundertaking or (c) that give any person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights occurring to holders of the capital stock of the Parent. As of immediately prior to the Closingdate of this Agreement, there will be no are not any outstanding contractual obligations, commitments, understandings or arrangements obligations of the Parent to repurchase, redeem or otherwise acquire or make any payment in respect of any common stock of the Parent or any other securities of the Parent. As of immediately prior to the Closing, there will be no agreements or arrangements pursuant to which the Parent is or could be required to register the Parent’s common stock or other securities under the Securities Act or other agreements or arrangements with or among any holders of the Parent or with respect to any securities of the Parent. The issuance of the Parent Stock will not trigger any anti-dilution rights of any existing securities of the Parent. Except as disclosed in the Parent’s public securities filings, as of the Closing, there will be no rights, subscriptions, warrants, options, conversion rights, or agreements of any kind outstanding to purchase from the Parent, or otherwise require the Parent to issue, any shares of capital stock of the Parent or securities or obligations of any kind convertible into or exchangeable for any shares of capital stock of the Parent.

Capital Structure. The authorized capital stock of the Parent consists of 75,000,000 120,000,000 shares of Common Stock, par value $0.001 per share (“Parent Common Stock”), and 30,000,000 shares of which 3,915,160 preferred stock, par value $0.001 per share. As of the date hereof (i) 28,965,000 shares shall of Parent Common Stock are issued and outstanding, (ii) no shares of preferred stock are outstanding and (iii) no shares of Parent Common Stock or preferred stock are held by the Parent in its treasury. Except as set forth in the Parent Disclosure Letter, no shares of capital stock or other voting securities of the Parent are issued, reserved for issuance or outstanding. All outstanding shares of the capital stock of the Parent are, and all such shares that may be issued and outstanding immediately prior to the Closing. Except as disclosed in the Parent’s public securities filings, as of immediately prior to the Closing, there date hereof will be no outstanding when issued, duly authorized, validly issued, fully paid and nonassessable and not subject to or issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the Nevada Revised Statutes, the Parent Charter, the Parent Bylaws or any Contract to which the Parent is a party or otherwise bound. There are not any bonds, debentures, notes or other indebtedness or other securities of the Parent having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which shareholders holders of the ParentParent Common Stock may vote (“Voting Parent Debt”). Except as disclosed set forth in the Parent’s public securities filingsParent Disclosure Letter, as of immediately prior to the Closingdate of this Agreement, there will be no outstanding securities, are not any options, warrants, callsrights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, agreementsContracts, arrangements or undertakings of any kind to which the Parent is a party or by which it is bound (a) obligating the Parent to issue, deliver or sell, or cause to be issued, delivered or sold, additional common shares of capital stock or other equity interests in, or any security convertible or exercisable for or exchangeable into any capital stock of or other equity interest in, the Parent or other equity or voting securities of the any Voting Parent or Debt, (b) obligating the Parent to issue, grant, extend or enter into any such security, option, warrant, call, right, security, commitment, agreementContract, arrangement or undertakingundertaking or (c) that give any person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights occurring to holders of the capital stock of the Parent. As of immediately prior to the Closingdate of this Agreement, there will be no are not any outstanding contractual obligations, commitments, understandings or arrangements obligations of the Parent to repurchase, redeem or otherwise acquire or make any payment in respect of any common stock of the Parent or any other securities of the Parent. As of immediately prior to the Closing, there will be no agreements or arrangements pursuant to which the Parent is or could be required to register the Parent’s common stock or other securities under the Securities Act or other agreements or arrangements with or among any holders of the Parent or with respect to any securities of the Parent. The issuance of the Parent Stock will not trigger any anti-dilution rights of any existing securities of the Parent. Except as disclosed in the Parent’s public securities filings, as of the Closing, there will be no rights, subscriptions, warrants, options, conversion rights, or agreements of any kind outstanding to purchase from the Parent, or otherwise require the Parent to issue, any shares of capital stock of the Parent or securities or obligations of any kind convertible into or exchangeable for any shares of capital stock of the Parent. Except as set forth in the Parent Disclosure Letter, the Parent is not a party to any agreement granting any securityholder of the Parent the right to cause the Parent to register shares of the capital stock or other securities of the Parent held by such securityholder under the Securities Act. The stockholder list provided to the Company is a current stockholder list generated by its stock transfer agent, and such list accurately reflects all of the issued and outstanding shares of the Parent’s Common Stock.

Capital Structure. (a) The authorized capital stock of the Parent consists of 75,000,000 (i) 40,000,000 shares of Parent Common StockStock and (ii) 10,000,000 shares of preferred stock, of which 3,915,160 shares shall be issued and outstanding immediately prior to the Closing. Except as disclosed in the Parent’s public securities filings, as of immediately par value $0.001 per share. (b) Immediately prior to the Closing, (i) 21,000,000 shares of Parent Common Stock (on a fully diluted basis) shall be issued and outstanding, (ii) no shares of Parent Preferred Stock are to be issued or outstanding; and (iii) no shares of Parent Common Stock are to be held in the treasury of Parent. Except as described above, there will shall be no shares of voting or non-voting capital stock, equity interests or other securities of Parent authorized, issued, reserved for issuance or otherwise outstanding. (c) All outstanding shares of Parent Common Stock are, and all shares of Parent Common Stock to be issued in connection with the Merger will be, when issued in accordance with the terms hereof, duly authorized, validly issued, fully paid and non-assessable, and not subject to, or issued in violation of, any kind of preemptive, subscription or any kind of similar rights. (d) There are no bonds, debentures, notes or other indebtedness or other securities of the Parent having the right to vote (or convertible into, or exchangeable for, into securities having the right to vote) on any matters on which shareholders stockholders of the ParentParent may vote. Except as disclosed described in subsection (b) above or as otherwise set forth on the Parent’s public securities filings, as of immediately prior to the ClosingParent Disclosure Schedule, there will be are no outstanding securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind (contingent or otherwise) to which the Parent is a party or by which it is bound obligating the Parent to issue, deliver or sell, or cause to be issued, delivered or sold, additional common shares of capital stock of the Parent or other equity or voting securities of the Parent or obligating the Parent to issue, grant, extend or enter into any such agreement to issue, grant or extend any security, option, warrant, call, right, commitment, agreement, arrangement or undertaking. As Neither Parent nor any Subsidiary of immediately prior Parent is subject to any obligation or requirement to provide funds for or to make any investment (in the Closingform of a loan or capital contribution) to or in any Person. (e) All of the issued and outstanding shares of Parent Common Stock and all equity of its Subsidiaries were issued in compliance in all material respects with all applicable federal and state securities laws. (f) The authorized capital stock of Merger Sub consists of 1,000 shares of common stock, there no par value per share, all of which are duly authorized, validly issued and fully paid and non-assessable, and all of which are, and at the Effective Time will be, owned by Parent free and clear of any Liens. All issued and outstanding capital stock of the Parent's Subsidiaries were duly authorized, validly issued and fully paid and non-assessable, and all of which are, and at the Effective Time will be and have been, owned by Parent free and clear of any Liens. There are no outstanding contractual obligations, commitments, understandings or arrangements obligations of the Parent to repurchase, redeem or otherwise acquire any shares of capital stock (or make options to acquire any payment in respect of any common stock of the Parent or any other securities of the Parent. As of immediately prior to the Closing, there will be no agreements or arrangements pursuant to which the Parent is or could be required to register the Parent’s common stock such shares) or other securities under the Securities Act security or other agreements or arrangements with or among any holders of the Parent or with respect to any securities of the Parent. The issuance of the Parent Stock will not trigger any anti-dilution rights of any existing securities equity interest of the Parent. Except as disclosed described in this Section 3.3, there are no stock-appreciation rights, security-based performance units, phantom stock or other security rights or other agreements, arrangements or commitments of any character (contingent or otherwise) pursuant to which any Person is or may be entitled to receive any payment or other value based on the revenues, earnings or financial performance or other attribute of the Parent or any of its Subsidiaries or assets or calculated in accordance therewith (other than ordinary course payments, including but not limited to royalty payments to be made pursuant to any license or other agreement made by the Parent in the Parent’s public securities filings, as ordinary course of business) or commissions to sales representatives of the ClosingParent or any of its Subsidiaries based upon revenues generated by them without augmentation as a result of the Merger or other transactions contemplated hereby) or to cause the Parent or any of its Subsidiaries to file a registration statement under the Securities Act, there will be or which otherwise relate to the registration of any securities of the Parent or any of its Subsidiaries. (g) There are no voting trusts, registration rights, subscriptionsproxies or other agreements, warrants, options, conversion rights, commitments or agreements understandings of any kind outstanding character to purchase from which the Parent or any of its Subsidiaries or, to the knowledge of the Parent, any of the stockholders of the Parent, is a party or otherwise require by which any of them is bound with respect to the Parent to issueissuance, holding, acquisition, voting or disposition of any shares of capital stock or other security or equity interest of the Parent or securities or obligations any of any kind convertible into or exchangeable for any shares of capital stock of the Parentits Subsidiaries.

Capital Structure. The (i) As of the date of this Agreement, HPBC has authorized capital stock consisting solely of the Parent consists of 75,000,000 486,000 shares of Common HPBC Stock, of which 3,915,160 470,876 shares shall be are issued and outstanding immediately prior as of the date hereof. The Bank has authorized capital stock consisting solely of 540,000 shares of common stock, $5.00 par value per share (“Bank Stock”), all of which are issued and outstanding as of the date hereof. All of the issued and outstanding shares of HPBC Stock and Bank Stock are duly and validly issued, fully paid and non-assessable and were offered, issued and sold in compliance with all applicable federal and state securities laws. No Person has any right of rescission or claim for damages under federal or state securities laws with respect to the Closingissuance of any shares HPBC Stock or Bank Stock previously issued. None of the shares of HPBC Stock or Bank Stock has been issued in violation of any preemptive or other rights of its respective shareholders. All of the issued and outstanding shares of Bank Stock are owned by HPBC. (ii) HPBC does not have outstanding any options or other securities which are either by their terms or by contract convertible or exchangeable into capital stock of HPBC, or any other securities or debt of HPBC, or any preemptive or similar rights to subscribe for or to purchase, or any options or warrants or agreements or understandings for the purchase or the issuance (contingent or otherwise) of, rights to acquire or vest in, or any calls, commitments or claims of any character relating to, its capital stock or securities convertible into its capital stock. HPBC is not subject to any obligation (contingent or otherwise) to issue, repurchase or otherwise acquire or retire, or to register, any shares of its capital stock. There are no outstanding or authorized phantom stock, stock appreciation, profit participation or similar rights with respect to any shares of HPBC Stock or Bank Stock. (iii) Except as disclosed in Section 3.2(c)(iii) of the Parent’s public Disclosure Memorandum and other than restrictions required by applicable federal and state securities filings, as of immediately prior to the Closinglaws, there will be is no outstanding bonds, debentures, notes or other indebtedness or other securities of the Parent having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which shareholders of the Parent. Except as disclosed in the Parent’s public securities filings, as of immediately prior to the Closing, there will be no outstanding securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind to which the Parent is a party or by which it is bound obligating the Parent to issue, deliver or sell, or cause to be issued, delivered or sold, additional common stock of the Parent or other equity or voting securities of the Parent or obligating the Parent to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking. As of immediately prior understanding to which HPBC is a party restricting or otherwise relating to the Closing, there will be no outstanding contractual obligations, commitments, understandings or arrangements transfer of the Parent to repurchase, redeem or otherwise acquire or make any payment in respect of any common stock of the Parent or any other securities of the Parent. As of immediately prior to the Closing, there will be no agreements or arrangements pursuant to which the Parent is or could be required to register the Parent’s common stock or other securities under the Securities Act or other agreements or arrangements with or among any holders of the Parent or with respect to any securities of the Parent. The issuance of the Parent Stock will not trigger any anti-dilution rights of any existing securities of the Parent. Except as disclosed in the Parent’s public securities filings, as of the Closing, there will be no rights, subscriptions, warrants, options, conversion rights, or agreements of any kind outstanding to purchase from the Parent, or otherwise require the Parent to issue, any shares of capital stock of the Parent HPBC. (iv) All shares of HPBC Stock or other capital stock, or any other securities or obligations debt, of HPBC, which have been purchased or redeemed by HPBC have been purchased or redeemed in accordance with all applicable federal, state and local laws, rules, and regulations, including, without limitation, all federal and state securities laws, and no such purchase or redemption has resulted or will, with the giving of notice or lapse of time, or both, result in a default or acceleration of the maturity of, or otherwise modify, any kind convertible into agreement, note, mortgage, bond, security agreement, loan agreement or exchangeable for any other contract or commitment of HPBC, which, singularly or in the aggregate, would reasonably be expected to have a Material Adverse Effect. (v) Except as set forth in Section 3.2(c)(v) of the Disclosure Memorandum, no Person beneficially owns more than five percent (5%) of the issued and outstanding shares of capital stock of the ParentHPBC Stock.

Capital Structure. The authorized capital stock of the Parent consists of 75,000,000 Eight Hundred Million (800,000,000) shares of Parent Common Stock, and Ten Million (10,000,000) shares of preferred stock, par value $0.001 per share, of which 3,915,160 (i) 2,326,557 shares shall be of Parent Common Stock are issued and outstanding immediately (ii) One Million Five Hundred Thousand (1,500,000) shares of Preferred Stock are designated as Series A Convertible Preferred Stock, all of which are outstanding and which are convertible into an aggregate of One Hundred and Fifty Million (150,000,000) shares of Parent Common Stock and (iii) no shares of Parent Common Stock or preferred stock are held by the Parent in its treasury. Parent also has stock purchase warrants for the purchase of 989,449 shares of Parent Common Stock, 436,377 shares of Parent Common Stock reserved for issuance under existing stock incentive plans and stock options for the purchase of 237,554 shares of Parent Common Stock outstanding. No other shares of capital stock or other voting securities of the Parent are issued, reserved for issuance or outstanding. All outstanding shares of the capital stock of the Parent, including the Parent Stock, are, and all such shares that may be issued prior to the Closing. Except as disclosed in the Parent’s public securities filings, as of immediately prior to the Closing, there date hereof will be when issued, duly authorized, validly issued, fully paid and non-assessable and not subject to or issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the NRS, the Parent Charter, the Parent Bylaws or any Contract to which the Parent is a party or otherwise bound. There are no outstanding bonds, debentures, notes or other indebtedness or other securities of the Parent having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which shareholders holders of the ParentParent Stock may vote (“Voting Parent Debt”). Except as disclosed set forth in the Parent’s public securities filingsParent SEC Documents or the Parent Disclosure Schedule, as of immediately prior to the Closingdate of this Agreement, there will be are no outstanding securities, options, warrants, callsrights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, agreementsContracts, arrangements or undertakings of any kind to which the Parent is a party or by which it is bound (i) obligating the Parent to issue, deliver or sell, or cause to be issued, delivered or sold, additional common shares of capital stock or other equity interests in, or any security convertible or exercisable for or exchangeable into any capital stock of or other equity interest in, the Parent or other equity or voting securities of the any Voting Parent or Debt, (ii) obligating the Parent to issue, grant, extend or enter into any such security, option, warrant, call, right, security, commitment, agreementContract, arrangement or undertaking. As of immediately prior undertaking or (iii) that give any person the right to receive any economic benefit or right similar to or derived from the Closing, there will be no outstanding contractual obligations, commitments, understandings or arrangements of the Parent economic benefits and rights occurring to repurchase, redeem or otherwise acquire or make any payment in respect of any common stock of the Parent or any other securities of the Parent. As of immediately prior to the Closing, there will be no agreements or arrangements pursuant to which the Parent is or could be required to register the Parent’s common stock or other securities under the Securities Act or other agreements or arrangements with or among any holders of the Parent or with respect to any securities of the Parent. The issuance of the Parent Stock will not trigger any anti-dilution rights of any existing securities capital stock of the Parent. Except as disclosed set forth in the Parent’s public securities filingsParent SEC Documents or the Parent Disclosure Schedule or as otherwise contemplated hereby, as the Parent is not a party to any agreement granting any security holder of the Closing, there will be no rights, subscriptions, warrants, options, conversion rights, or agreements of any kind outstanding Parent the right to purchase from the Parent, or otherwise require cause the Parent to issue, any register shares of the capital stock or other securities of the Parent or securities or obligations of any kind convertible into or exchangeable for any shares of capital stock of held by such security holder under the ParentSecurities Act.

Capital Structure. The authorized capital stock (i) All limited liability interests in Safety are held by QB Holdings. (ii) There are no preemptive or similar rights on the part of the Parent consists any holder of 75,000,000 shares any class of Common Stock, securities of which 3,915,160 shares shall be issued and Safety. Safety does not have outstanding immediately prior to the Closing. Except as disclosed in the Parent’s public securities filings, as of immediately prior to the Closing, there will be no outstanding any bonds, debentures, notes or other indebtedness or other securities obligations the holders of the Parent having which have the right to vote (or which are convertible into, into or exchangeable for, exercisable for securities having the right to vote) with the sole member of Safety on any matters on which matter submitted to shareholders or a separate class of the Parentholders of capital stock. Except as disclosed in the Parent’s public securities filingsThere are not, as of immediately prior to the Closingdate hereof, and as of the Effective Time there will not be no outstanding securities, any options, warrants, restricted stock, restricted stock units, calls, rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, agreementscontracts, arrangements or undertakings of any kind to which the Parent Safety or any of its Affiliates is a party or by which it Safety or any of its Affiliates is bound (i) obligating the Parent Safety to issue, deliver deliver, sell or selltransfer or repurchase, redeem or otherwise acquire, or cause to be issued, delivered delivered, sold or soldtransferred or repurchased, additional common stock redeemed or otherwise acquired, any equity interest in Safety, or any security exchangeable or exercisable for or convertible into any shares of the Parent capital stock of, or other equity or voting securities of the Parent or interest in Safety, (ii) obligating the Parent Safety to issue, grant, extend or enter into any such security, option, warrant, call, right, security, commitment, agreementcontract, arrangement or undertaking, (iii) obligating Safety pursuant to any right of first offer, right of first negotiation, right of first refusal, co-sale or similar provisions or (iv) giving any Person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights accruing to holders of capital stock of, or other equity interests in Safety. As of immediately prior to the Closingdate hereof, there will be are no outstanding contractual obligationsobligations of Safety to sell, commitments, understandings or arrangements of the Parent to repurchase, redeem or otherwise acquire or make any payment in respect of any common stock of the Parent or any other securities of the Parent. As of immediately prior to the Closing, there will be no agreements or arrangements pursuant to which the Parent is or could be required to register the Parent’s common stock or other securities under the Securities Act or other agreements or arrangements with or among any holders of the Parent or with respect to any securities of the Parent. The issuance of the Parent Stock will not trigger any anti-dilution rights of any existing securities of the Parent. Except as disclosed in the Parent’s public securities filings, as of the Closing, there will be no rights, subscriptions, warrants, options, conversion rights, or agreements of any kind outstanding to purchase from the Parent, or otherwise require the Parent to issue, any shares of capital stock of, or other equity interests in, Safety. There are no proxies, voting trusts or other agreements or understandings to which Safety is a party or is bound with respect to the voting of the Parent or securities or obligations of any kind convertible into or exchangeable for any shares of capital stock of the Parentof, or other equity interests in, Safety.

Capital Structure. The As of June 9, 2017, the authorized share capital stock of the Parent consists of 75,000,000 of: (i) Three Hundred Million (300,000,000) shares of Common Stock, of which 3,915,160 common stock with 5,121,689 shares shall be issued and outstanding immediately prior to the Closing. Except as disclosed in the Parent’s public securities filingsexecution of this Agreement; and (ii) Ten Million (10,000,000) shares of “blank check” preferred stock authorized, as none of which is currently issued and outstanding immediately prior to the Closingexecution of this Agreement. As of the Closing Date, there Parent will be have such number of shares of common stock set forth in Schedule 4.03 issued and outstanding. All outstanding shares of the capital stock of the Parent are duly authorized, validly issued, fully paid and non-assessable and not subject to or issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the applicable corporate laws of its state of incorporation, the Parent Charter, the Parent Bylaws or any Contract to which the Parent is a party or otherwise bound. There are no outstanding bonds, debentures, notes or other indebtedness or other securities of the Parent having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which shareholders holders of Parent’s capital stock may vote (“Voting Parent Debt”). As of the Parent. Except as disclosed in the Parent’s public securities filings, as date of immediately prior to the Closingthis Agreement, there will be are no outstanding securities, options, warrants, callsrights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, agreementsContracts, arrangements or undertakings of any kind to which the Parent is a party or by which it is bound (i) obligating the Parent to issue, deliver or sell, or cause to be issued, delivered or sold, additional common shares of capital stock or other equity interests in, or any security convertible or exercisable for or exchangeable into any capital stock of or other equity interest in, the Parent or other equity or voting securities of the any Voting Parent or Debt, (ii) obligating the Parent to issue, grant, extend or enter into any such security, option, warrant, call, right, security, commitment, agreementContract, arrangement or undertakingundertaking or (iii) that give any person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights occurring to holders of the capital stock of the Parent. As of immediately prior to the Closingdate of this Agreement, there will be are no outstanding contractual obligations, commitments, understandings or arrangements obligations of the Parent to repurchase, redeem or otherwise acquire or make any payment in respect of any common stock of the Parent or any other securities of the Parent. As of immediately prior to the Closing, there will be no agreements or arrangements pursuant to which the Parent is or could be required to register the Parent’s common stock or other securities under the Securities Act or other agreements or arrangements with or among any holders of the Parent or with respect to any securities of the Parent. The issuance of the Parent Stock will not trigger any anti-dilution rights of any existing securities of the Parent. Except as disclosed in the Parent’s public securities filings, as of the Closing, there will be no rights, subscriptions, warrants, options, conversion rights, or agreements of any kind outstanding to purchase from the Parent, or otherwise require the Parent to issue, any shares of capital stock of the Parent or securities or obligations of any kind convertible into or exchangeable for any shares of capital stock of the Parent. The Parent is not a party to any agreement granting any security holder of the Parent the right to cause the Parent to register shares of the capital stock or other securities of the Parent held by such security holder under the Securities Act. The shareholder list provided to e-Marine is a current shareholder list generated by its stock transfer agent, and such list accurately reflects all of the issued and outstanding shares of the Parent’s common stock as at the Closing.

Capital Structure. The authorized capital stock of the Parent consists of 75,000,000 two hundred million (200,000,000) shares of Common Stock, and one hundred million (100,000,000) shares of preferred stock, par value $0.0001 per share, of which 3,915,160 19,327,940 and 1,911.107 are issued and outstanding, respectively. Parent also has warrants outstanding for the purchase of 728,765 shares shall of its Common Stock, and options outstanding for the purchase of 225,674 shares of its Common Stock. In addition, Parent has $1,983,948 in outstanding convertible debt that may be converted into no more than 4,959,870 shares of Common Stock (based on the floor price of $0.40 per share). No other shares of capital stock or other voting securities of the Parent are issued, reserved for issuance or outstanding. All outstanding shares of the capital stock of the Parent, and all such shares that may be issued and outstanding immediately prior to the Closingdate hereof will be when issued, duly authorized, validly issued, fully paid and non-assessable and not subject to or issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the NRS, the Parent Charter, the Parent Bylaws or any Contract to which the Parent is a party or otherwise bound. Except as disclosed set forth in the Parent’s public securities filings, Parent Disclosure Schedule as of immediately prior to the Closingdate of this Agreement, there will be are no outstanding bonds, debentures, notes or other indebtedness or other securities of the Parent having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which shareholders holders of the ParentAcquisition Shares Stock may vote (“Voting Parent Debt”). Except as disclosed set forth in the Parent’s public securities filingsParent Disclosure Schedule, as of immediately prior to the Closingdate of this Agreement, there will be are no outstanding securities, options, warrants, callsrights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, agreementsContracts, arrangements or undertakings of any kind to which the Parent is a party or by which it is bound (i) obligating the Parent to issue, deliver or sell, or cause to be issued, delivered or sold, additional common shares of capital stock or other equity interests in, or any security convertible or exercisable for or exchangeable into any capital stock of or other equity interest in, the Parent or other equity or voting securities of the any Voting Parent or Debt, (ii) obligating the Parent to issue, grant, extend or enter into any such security, option, warrant, call, right, security, commitment, agreementContract, arrangement or undertaking. As of immediately prior undertaking or (iii) that give any person the right to receive any economic benefit or right similar to or derived from the Closing, there will be no outstanding contractual obligations, commitments, understandings or arrangements of the Parent economic benefits and rights occurring to repurchase, redeem or otherwise acquire or make any payment in respect of any common stock of the Parent or any other securities of the Parent. As of immediately prior to the Closing, there will be no agreements or arrangements pursuant to which the Parent is or could be required to register the Parent’s common stock or other securities under the Securities Act or other agreements or arrangements with or among any holders of the Parent or with respect to any securities of the Parent. The issuance of the Parent Stock will not trigger any anti-dilution rights of any existing securities capital stock of the Parent. Except as disclosed set forth in the Parent’s public securities filingsParent Disclosure Schedule, as the Parent is not a party to any agreement granting any security holder of the Closing, there will be no rights, subscriptions, warrants, options, conversion rights, or agreements of any kind outstanding Parent the right to purchase from the Parent, or otherwise require cause the Parent to issue, any register shares of the capital stock or other securities of the Parent or securities or obligations of any kind convertible into or exchangeable for any shares of capital stock of held by such security holder under the ParentSecurities Act.

Capital Structure. The authorized capital stock of the Parent consists of 75,000,000 70,000,000 shares of Common Parent Capital Stock, $0.001 par value, of which 3,915,160 10,873,750 shares shall be of Parent Capital Stock are issued and outstanding prior to the cancellation of 9,773,750 Capital Shares of Parent as set forth in 4.09 hereof. At Closing, immediately prior to the Closingissuance of the Merger Consideration to the LLC Unit Holders, the Parent will have 1,100,000 shares of the Capital Stock outstanding. The authorized capital stock of Dissolving Corporation consists of eighteen million (18,000,000) shares of Capital Stock and no preferred stock of which eighteen million (18,000,000) will be issued to the LLC Unit Holders and cancelled in exchange for eighteen million (18,000,000) shares of Capital Stock of Parent. The Parent is also authorized to issue 5,000,000 shares of preferred stock, $0.001 par value, none of which is issued and outstanding. Except as disclosed set forth herein, no shares of capital stock or other equity securities of Parent are issued, reserved for issuance or outstanding. All outstanding shares of capital stock of Parent are, and all shares which may be issued pursuant to this Agreement will be, when issued, duly authorized, validly issued, fully paid and nonassessable and, not subject to preemptive rights, and issued in compliance with all applicable state and federal laws concerning the Parent’s public securities filings, as issuance of immediately prior to the Closing, there will be securities. There are no outstanding bonds, debentures, notes or other indebtedness or other securities of the Parent having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which shareholders of the Parent. Except as disclosed in the Parent’s public securities filings, as of immediately prior to the Closing, there will be There are no outstanding securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind to which the Parent is a party or by which it any of them is bound obligating the Parent to issue, deliver or sell, or cause to be issued, delivered or sold, additional common shares of capital stock or other securities of the Parent or any of its subsidiaries or obligating Parent or any of its subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity or voting securities of the Parent or any of its subsidiaries or obligating the Parent or any of its subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking. As of immediately prior to the Closing, there will be There are no outstanding contractual obligations, commitments, understandings or arrangements of the Parent or any of its subsidiaries to repurchase, redeem or otherwise acquire or make any payment in respect of any common stock of the Parent or any other securities of the Parent. As of immediately prior to the Closing, there will be no agreements or arrangements pursuant to which the Parent is or could be required to register the Parent’s common stock or other securities under the Securities Act or other agreements or arrangements with or among any holders of the Parent or with respect to any securities of the Parent. The issuance of the Parent Stock will not trigger any anti-dilution rights of any existing securities of the Parent. Except as disclosed in the Parent’s public securities filings, as of the Closing, there will be no rights, subscriptions, warrants, options, conversion rights, or agreements of any kind outstanding to purchase from the Parent, or otherwise require the Parent to issue, any shares of capital stock or other Securities of the Parent or securities or obligations any of any kind convertible into or exchangeable for any shares of capital stock of the Parentits subsidiaries.

Capital Structure. The authorized capital stock of the Parent consists of 75,000,000 One Hundred Million (100,000,000) shares of Common Stockcommon stock, par value $0.001 per share, of which 3,915,160 Seven Million One Hundred Eighty Seven Thousand Four Hundred Ninety Eight (7,187,498) shares shall be of Parent Stock are issued and outstanding immediately (before giving effect to the issuances to be made at Closing) and Five Million (5,000,000) shares of preferred stock of which none are issued. No other shares of capital stock or other voting securities of the Parent were issued, reserved for issuance or outstanding. All outstanding shares of the capital stock of the Parent are, and all such shares that may be issued prior to the Closing. Except as disclosed in the Parent’s public securities filings, as of immediately prior to the Closing, there date hereof will be when issued, duly authorized, validly issued, fully paid and non-assessable and not subject to or issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the Nevada Revised Statutes, the Parent Charter, the Parent Bylaws or any Contract to which the Parent is a party or otherwise bound. There are no outstanding bonds, debentures, notes or other indebtedness or other securities of the Parent having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which shareholders holders of the ParentParent Stock may vote (“Voting Parent Debt”). Except as disclosed in connection with the Parent’s public securities filingsTransactions, as of immediately prior to the Closingdate of this Agreement, there will be are no outstanding securities, options, warrants, callsrights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, agreementsContracts, arrangements or undertakings of any kind to which the Parent is a party or by which it is bound (i) obligating the Parent to issue, deliver or sell, or cause to be issued, delivered or sold, additional common shares of capital stock or other equity interests in, or any security convertible or exercisable for or exchangeable into any capital stock of or other equity interest in, the Parent or other equity or voting securities of the any Voting Parent or Debt, (ii) obligating the Parent to issue, grant, extend or enter into any such security, option, warrant, call, right, security, commitment, agreementContract, arrangement or undertakingundertaking or (iii) that give any person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights occurring to holders of the capital stock of the Parent. As of immediately prior to the Closingdate of this Agreement, there will be are no outstanding contractual obligations, commitments, understandings or arrangements obligations of the Parent to repurchase, redeem or otherwise acquire or make any payment in respect of any common stock of the Parent or any other securities of the Parent. As of immediately prior to the Closing, there will be no agreements or arrangements pursuant to which the Parent is or could be required to register the Parent’s common stock or other securities under the Securities Act or other agreements or arrangements with or among any holders of the Parent or with respect to any securities of the Parent. The issuance of the Parent Stock will not trigger any anti-dilution rights of any existing securities of the Parent. Except as disclosed in the Parent’s public securities filings, as of the Closing, there will be no rights, subscriptions, warrants, options, conversion rights, or agreements of any kind outstanding to purchase from the Parent, or otherwise require the Parent to issue, any shares of capital stock of the Parent or securities or obligations of any kind convertible into or exchangeable for any shares of capital stock of the Parent. The Parent is not a party to any agreement granting any security holder of the Parent the right to cause the Parent to register shares of the capital stock or other securities of the Parent held by such security holder under the Securities Act. The stockholder list provided to the Company is a current stockholder list generated by its stock transfer agent, and such list accurately reflects all of the issued and outstanding shares of the Parent Stock as at the Closing.

Capital Structure. The authorized capital stock of the Parent consists of 75,000,000 Two Hundred Million (200,000,000) shares of Common Stockcommon stock, par value $0.0001 per share, and Fifty Million (50,000,000) shares of preferred stock, par value $0.0001 per share, of which 3,915,160 (i) 12,269,144 shares shall be of Parent Stock are issued and outstanding immediately (after giving effect to the Forward Split but before giving effect to the issuances to be made at Closing and certain cancellations or outstanding Parent Stock), (ii) no shares of preferred stock are outstanding, and (iii) no shares of Parent Stock or preferred stock are held by the Parent in its treasury. No other shares of capital stock or other voting securities of the Parent were issued, reserved for issuance or outstanding. All outstanding shares of the capital stock of the Parent are, and all such shares that may be issued prior to the Closing. Except as disclosed in the Parent’s public securities filings, as of immediately prior to the Closing, there date hereof will be when issued, duly authorized, validly issued, fully paid and non-assessable and not subject to or issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the Nevada Revised Statutes, the Parent Charter, the Parent Bylaws or any Contract to which the Parent is a party or otherwise bound. There are no outstanding bonds, debentures, notes or other indebtedness or other securities of the Parent having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which shareholders holders of the ParentParent Stock may vote (“Voting Parent Debt”). Except as disclosed in connection with the Parent’s public securities filingsTransactions, as of immediately prior to the Closingdate of this Agreement, there will be are no outstanding securities, options, warrants, callsrights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, agreementsContracts, arrangements or undertakings of any kind to which the Parent is a party or by which it is bound (i) obligating the Parent to issue, deliver or sell, or cause to be issued, delivered or sold, additional common shares of capital stock or other equity interests in, or any security convertible or exercisable for or exchangeable into any capital stock of or other equity interest in, the Parent or other equity or voting securities of the any Voting Parent or Debt, (ii) obligating the Parent to issue, grant, extend or enter into any such security, option, warrant, call, right, security, commitment, agreementContract, arrangement or undertakingundertaking or (iii) that give any person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights occurring to holders of the capital stock of the Parent. As of immediately prior to the Closingdate of this Agreement, there will be are no outstanding contractual obligations, commitments, understandings or arrangements obligations of the Parent to repurchase, redeem or otherwise acquire or make any payment in respect of any common stock of the Parent or any other securities of the Parent. As of immediately prior to the Closing, there will be no agreements or arrangements pursuant to which the Parent is or could be required to register the Parent’s common stock or other securities under the Securities Act or other agreements or arrangements with or among any holders of the Parent or with respect to any securities of the Parent. The issuance of the Parent Stock will not trigger any anti-dilution rights of any existing securities of the Parent. Except as disclosed in the Parent’s public securities filings, as of the Closing, there will be no rights, subscriptions, warrants, options, conversion rights, or agreements of any kind outstanding to purchase from the Parent, or otherwise require the Parent to issue, any shares of capital stock of the Parent or securities or obligations of any kind convertible into or exchangeable for any shares of capital stock of the Parent. The Parent is not a party to any agreement granting any security holder of the Parent the right to cause the Parent to register shares of the capital stock or other securities of the Parent held by such security holder under the Securities Act. The stockholder list provided to the Company is a current stockholder list generated by its stock transfer agent, and such list accurately reflects all of the issued and outstanding shares of the Parent Stock as at the Closing.

Capital Structure. The authorized capital stock of the Parent consists of 75,000,000 100,000,000 shares of Common Parent Stock, and 10,000,000 shares of which 3,915,160 preferred stock, par value $0.001 per share. As of the date of this Agreement (a) 175,198 shares shall of Parent Stock are issued and outstanding; (b) no shares of preferred stock are outstanding and (c) no shares of Parent Stock or preferred stock are held by the Parent in its treasury. Except as set forth above, no shares of capital stock or other voting securities of the Parent are issued, reserved for issuance or outstanding. All outstanding shares of the capital stock of the Parent are, and all such shares that may be issued and outstanding immediately prior to the Closing. Except as disclosed in the Parent’s public securities filings, as of immediately prior to the Closing, there date hereof will be no outstanding when issued, duly authorized, validly issued, fully paid and nonassessable and not subject to or issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the General Corporation Law of the State of Delaware, the Parent Charter, the Parent Bylaws or any Contract to which the Parent is a party or otherwise bound. There are not any bonds, debentures, notes or other indebtedness or other securities of the Parent having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which shareholders holders of the ParentParent Stock may vote (“Voting Parent Debt”). Except as disclosed in the Parent’s public securities filings, as of immediately prior to the Closing, there will be no outstanding securities, There are not any options, warrants, callsrights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, agreementsContracts, arrangements or undertakings of any kind to which the Parent is a party or by which it is bound (a) obligating the Parent to issue, deliver or sell, or cause to be issued, delivered or sold, additional common shares of capital stock or other equity interests in, or any security convertible or exercisable for or exchangeable into any capital stock of or other equity interest in, the Parent or other equity or voting securities of the any Voting Parent or Debt, (b) obligating the Parent to issue, grant, extend or enter into any such security, option, warrant, call, right, security, commitment, agreementContract, arrangement or undertakingundertaking or (c) that give any person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights occurring to holders of the capital stock of the Parent. As of immediately prior to the Closingdate of this Agreement, there will be no are not any outstanding contractual obligations, commitments, understandings or arrangements obligations of the Parent to repurchase, redeem or otherwise acquire or make any payment in respect of any common stock of the Parent or any other securities of the Parent. As of immediately prior to the Closing, there will be no agreements or arrangements pursuant to which the Parent is or could be required to register the Parent’s common stock or other securities under the Securities Act or other agreements or arrangements with or among any holders of the Parent or with respect to any securities of the Parent. The issuance of the Parent Stock will not trigger any anti-dilution rights of any existing securities of the Parent. Except as disclosed in the Parent’s public securities filings, as of the Closing, there will be no rights, subscriptions, warrants, options, conversion rights, or agreements of any kind outstanding to purchase from the Parent, or otherwise require the Parent to issue, any shares of capital stock of the Parent or securities or obligations of any kind convertible into or exchangeable for any shares of capital stock of the Parent.

Capital Structure. (a) The authorized capital stock of the Parent consists of 75,000,000 shares of Common Stock(i) 500,000,000 Parent Shares, of which 3,915,160 shares shall be 122,542,410 Parent Shares were issued and outstanding immediately prior as of the close of business on September 30, 2020, of which 3,934,916 are subject to forfeiture conditions, and (ii) 25,000,000 preferred shares, par value $0.001 per share, of which none are issued and outstanding as of the Closingdate hereof. All of the outstanding Parent Shares have been duly authorized and are validly issued, fully paid and nonassessable. As of September 30, 2020, other than (i) 3,735,550 Parent Shares reserved for future issuance under the 2019 Stock Option and Incentive Plan (as amended, restated, supplemented or otherwise modified from time to time in accordance with its terms, the “Parent Stock Plan”), (ii) 9,973 Parent Shares reserved for future issuance under the 2019 Inducement Equity Plan, (iii) 3,123,169 Parent Shares reserved for future issuance under the 2019 Parent Employee Stock Purchase Plan and (iv) 7,986,544 Parent Shares subject to outstanding options to purchase Parent Shares, Parent has no Parent Shares reserved for issuance. Except as disclosed in the Parent’s public securities filings, as of immediately prior to the Closingset forth above, there are no preemptive or other outstanding rights, options, warrants, conversion rights, stock appreciation rights, restricted share units, performance units, phantom stock rights, profit participation rights, redemption rights, repurchase rights, agreements, arrangements, calls, commitments or rights, obligations or contracts of any kind that obligate Parent or any of its Subsidiaries to issue or sell any shares of capital stock or other securities of Parent or any of its Subsidiaries or any securities or obligations convertible or exchangeable into or exercisable for, or giving any Person a right to subscribe for or acquire, any securities of Parent or any of its Subsidiaries, and no securities or obligations evidencing such rights are authorized, issued or outstanding. Upon any issuance of any Parent Shares in accordance with the terms of the Parent Stock Plan, such Parent Shares will be no duly authorized, validly issued, fully paid and nonassessable and free and clear of any Liens. Parent does not have outstanding any bonds, debentures, notes or other indebtedness or other securities obligations the holders of the Parent having which have the right to vote (or which are convertible into, into or exchangeable for, exercisable for securities having the right to vote) with the stockholders of Parent on any matters on which shareholders matter. From September 30, 2020 to the date of this Agreement, no Parent Shares have been issued, other than in connection with the Parent. Except as disclosed in the Parent’s public securities filingsvesting, settlement or exercise of equity awards that were issued and outstanding as of immediately prior to the ClosingSeptember 30, there will be no outstanding securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind to which 2020 under the Parent is a party or by which it is bound obligating the Parent to issue, deliver or sell, or cause to be issued, delivered or sold, additional common stock Stock Plan. (b) Section 6.2(b) of the Parent or other equity or voting securities of the Parent or obligating the Parent to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking. As of immediately prior to the Closing, there will be no outstanding contractual obligations, commitments, understandings or arrangements of the Parent to repurchase, redeem or otherwise acquire or make any payment in respect of any common stock of the Parent or any other securities of the Parent. As of immediately prior to the Closing, there will be no agreements or arrangements pursuant to which the Parent is or could be required to register the Parent’s common stock or other securities under the Securities Act or other agreements or arrangements with or among any holders of the Parent or with respect to any securities of the Parent. The issuance of the Parent Stock will not trigger any anti-dilution rights of any existing securities of the Parent. Except as disclosed in the Parent’s public securities filingsDisclosure Letter sets forth, as of the Closingdate of the information set forth therein, there will be no rights(i) each of Parent’s Subsidiaries and the ownership interest of Parent in each such Subsidiary and (ii) Parent’s capital stock, subscriptionsequity interest or other direct or indirect ownership interest in any other Person, warrants, options, conversion rights, other than equity securities in a publicly traded company (A) held for investment by Parent or agreements any of any kind its Subsidiaries and (B) consisting of less than one percent (1%) of the outstanding to purchase from the Parent, or otherwise require the Parent to issue, any shares of capital stock of the Parent or securities or obligations of any kind convertible into or exchangeable for any shares of capital stock of the Parentsuch company.

Capital Structure. The authorized capital stock of the Parent consists of 75,000,000 Two Hundred Million (200,000,000) shares of Common Stockcommon stock, par value $0.001 per share, of which 3,915,160 75,469,688 shares shall of Parent Stock are issued and outstanding. No other shares of capital stock or other voting securities of the Parent were issued, reserved for issuance or outstanding. All outstanding shares of the capital stock of the Parent are, and all such shares that may be issued and outstanding immediately prior to the Closing. Except as disclosed in the Parent’s public securities filings, as of immediately prior to the Closing, there date hereof will be when issued, duly authorized, validly issued, fully paid and non-assessable and not subject to or issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the Nevada General Corporation Law, the Parent Charter, the Parent Bylaws or any Contract to which the Parent is a party or otherwise bound. There are no outstanding bonds, debentures, notes or other indebtedness or other securities of the Parent having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which shareholders holders of the ParentParent Stock may vote (“Voting Parent Debt”). Except as disclosed in connection with the Parent’s public securities filingsTransactions, as of immediately prior to the Closingdate of this Agreement, there will be are no outstanding securities, options, warrants, callsrights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, agreementsContracts, arrangements or undertakings of any kind to which the Parent is a party or by which it is bound (i) obligating the Parent to issue, deliver or sell, or cause to be issued, delivered or sold, additional common shares of capital stock or other equity interests in, or any security convertible or exercisable for or exchangeable into any capital stock of or other equity interest in, the Parent or other equity or voting securities of the any Voting Parent or Debt, (ii) obligating the Parent to issue, grant, extend or enter into any such security, option, warrant, call, right, security, commitment, agreementContract, arrangement or undertakingundertaking or (iii) that give any person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights occurring to holders of the capital stock of the Parent. As of immediately prior to the Closingdate of this Agreement, there will be are no outstanding contractual obligations, commitments, understandings or arrangements obligations of the Parent to repurchase, redeem or otherwise acquire or make any payment in respect of any common stock of the Parent or any other securities of the Parent. As of immediately prior to the Closing, there will be no agreements or arrangements pursuant to which the Parent is or could be required to register the Parent’s common stock or other securities under the Securities Act or other agreements or arrangements with or among any holders of the Parent or with respect to any securities of the Parent. The issuance of the Parent Stock will not trigger any anti-dilution rights of any existing securities of the Parent. Except as disclosed in the Parent’s public securities filings, as of the Closing, there will be no rights, subscriptions, warrants, options, conversion rights, or agreements of any kind outstanding to purchase from the Parent, or otherwise require the Parent to issue, any shares of capital stock of the Parent or securities or obligations of any kind convertible into or exchangeable for any shares of capital stock of the Parent. The Parent is not a party to any agreement granting any security holder of the Parent the right to cause the Parent to register shares of the capital stock or other securities of the Parent held by such security holder under the Securities Act. The stockholder list provided to the Company is a current stockholder list generated by its stock transfer agent, and such list accurately reflects all of the issued and outstanding shares of the Parent Stock as at the Closing.

Capital Structure. The authorized capital stock of the Parent consists of 75,000,000 100,000,000 shares of Common Stockcommon stock, $0.0001 par value per share, and 10,000,000 shares of which 3,915,160 shares shall be issued preferred stock, $0.0001 par value per share. No other class or series of capital stock is authorized. As of the date hereof and outstanding immediately prior to the ClosingClosing Date, (a) 1,200,000 shares of Parent Common Stock are issued and outstanding and (b) no shares of Parent Common Stock are held by Parent in its treasury. Except for such shares to be reserved for issuance under the 2021 Plan and 800,000 shares of Parent Common Stock to be issued contemporaneously with the Closing to certain individuals and/or entities, no shares of Parent Capital Stock or other voting securities of Parent were issued, reserved for issuance or outstanding. All outstanding shares of the capital stock of Parent are, and all such shares that may be issued prior to or contemporaneously with the Closing will be when issued, duly authorized, validly issued, fully paid and nonassessable and not subject to or issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the Delaware General Corporations Law, the Parent Charter, the Parent Bylaws or any Contract to which Parent is a party or otherwise bound. Except as disclosed set forth above or as provided in the Parent’s public securities filings, as of immediately prior to the ClosingParent Disclosure Letter, there will be no outstanding bonds, debentures, notes or other indebtedness or other securities of the Parent having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on are not any matters on which shareholders of the Parent. Except as disclosed in the Parent’s public securities filings, as of immediately prior to the Closing, there will be no outstanding securities, options, warrants, callsrights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, agreementsContracts, arrangements or undertakings of any kind to which the Parent is a party or by which it is bound (a) obligating the Parent to issue, deliver or sell, or cause to be issued, delivered or sold, additional common shares of capital stock of the Parent or other equity interests in, or voting securities any security convertible or exercisable for or exchangeable into any capital stock of the Parent or other equity interest in, Parent, (b) obligating the Parent to issue, grant, extend or enter into any such security, option, warrant, call, right, security, commitment, agreementContract, arrangement or undertakingundertaking or (c) that give any person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights occurring to holders of Parent Capital Stock. As of immediately prior to the Closingdate of this Agreement, there will be no are not any outstanding contractual obligations, commitments, understandings or arrangements obligations of the Parent to repurchase, redeem or otherwise acquire or make any payment in respect of any common stock of the Parent or any other securities of the Parent. As of immediately prior to the Closing, there will be no agreements or arrangements pursuant to which the Parent is or could be required to register the Parent’s common stock or other securities under the Securities Act or other agreements or arrangements with or among any holders of the Parent or with respect to any securities of the Parent. The issuance of the Parent Stock will not trigger any anti-dilution rights of any existing securities of the Parent. Except as disclosed in the Parent’s public securities filings, as of the Closing, there will be no rights, subscriptions, warrants, options, conversion rights, or agreements of any kind outstanding to purchase from the Parent, or otherwise require the Parent to issue, any shares of capital stock of the Parent or securities or obligations of any kind convertible into or exchangeable for any shares of capital stock of the ParentCapital Stock.

Capital Structure. (i) The authorized capital stock of the Parent consists con sists of 75,000,000 shares of 10,000,000 Common Shares, without par value ("Parent Common Stock"), and 400,000 Preferred Shares, without par value ("Parent Preferred Stock"), of which 3,915,160 4,774,628 shares shall be of Parent Common Stock are outstanding and no shares of Parent Common Stock are reserved for issuance or held by Parent in its treasury. There are no shares of Parent Preferred Stock outstanding, reserved for issuance or held by Parent in its treasury. (ii) No Voting Debt of Parent is issued or outstanding. All outstanding shares of Parent Common Stock are duly authorized, validly issued, fully paid and outstanding immediately prior nonassessable and not subject to preemptive rights. (iii) Except as set forth in the Parent SEC Documents (as defined in Section 3.2(d)) or the letter dated the date hereof and delivered to the Closing. Except Company concurrent with the execution of this Agreement (the "Parent Letter"), which relates to this Agreement and is designated therein as disclosed in the Parent’s public securities filings, as of immediately prior to the ClosingParent Letter, there will be is no outstanding bonds, debentures, notes or other indebtedness or other securities of the Parent having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which shareholders of the Parent. Except as disclosed in the Parent’s public securities filings, as of immediately prior to the Closing, there will be no outstanding securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind to which the Parent is a party or by which it is bound obligating the Parent to issue, deliver or sell, or cause to be issued, delivered or sold, additional common stock of the Parent or other equity or voting securities of the Parent or obligating the Parent to issue, grant, extend or enter into any such security, option, warrant, call, right (including any preemptive right), commitment, agreement, arrangement commitment or undertaking. As of immediately prior to the Closing, there will be no outstanding contractual obligations, commitments, understandings or arrangements of the Parent to repurchase, redeem or otherwise acquire or make any payment in respect other agreement of any common stock of the character that Parent or any Subsidiary is a party to, or may be bound by, requiring it to issue, transfer, sell, purchase or redeem any shares of capital stock, any Voting Debt, or any securities or rights convertible into, exchangeable for, or evidencing the right to subscribe for any shares of capital stock of Parent or any Subsidiary, or to provide funds to, or make an investment (in the form of a loan, capital contribution or otherwise) in, any of Parent's Subsidiaries or (excepting loans made in the ordinary course of a commercial banking business) any other securities of Person. (iv) Except as set forth in the Parent. As of immediately prior to Parent SEC Documents or the ClosingParent Letter, and except for this Agreement, there will be is no agreements voting trust or arrangements pursuant other agreement or understanding to which the Parent is or could be required to register the Parent’s common stock or other securities under the Securities Act or other agreements or arrangements with or among any holders of the Parent or any Subsidiary is a party, or may be bound by, with respect to any securities the voting of the Parent. The issuance capital stock of Parent or any Subsidiary. (v) Since January 1, 1997, except as set forth in the Parent Stock will SEC Documents or the Parent Letter, Parent has not trigger (A) issued or permitted to be issued any anti-dilution rights shares of any existing securities of the Parent. Except as disclosed in the Parent’s public securities filings, as of the Closing, there will be no rights, subscriptions, warrants, options, conversion rightscapital stock, or agreements securities exercisable for or convertible into shares of capital stock, of Parent or any kind outstanding to purchase from the ParentSubsidiary; (B) repurchased, redeemed or otherwise require the Parent to issueacquired, directly or indirectly through any Subsidiary, any shares of capital stock of the Parent or securities any Subsidiary (other than the acquisition of trust account shares); or obligations (C) declared, set aside, made or paid to shareholders of any kind convertible into Parent dividends or exchangeable for any other distributions on the outstanding shares of capital stock of the Parent, other than regular quarterly cash dividends.

Capital Structure. The authorized capital stock of the Parent PUBCO consists of 75,000,000 100 million shares of Common Stockcommon stock. As of the date hereof (a) 10,025,034 shares of PUBCO’s common stock are issued and outstanding, (b) no shares of which 3,915,160 preferred stock are issued and outstanding, and (c) no shares shall of PUBCO’s common stock or preferred stock are held by PUBCO in its treasury. Except as set forth above, no shares of capital stock or other voting securities of PUBCO were issued, reserved for issuance or outstanding. All outstanding shares of the capital stock of PUBCO are, and all such shares that may be issued and outstanding immediately prior to the Closing. Except as disclosed in the Parent’s public securities filings, as of immediately prior to the Closing, there date hereof will be no outstanding when issued, duly authorized, validly issued, fully paid and nonassessable and not subject to or issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the Nevada General Corporation Law, the PUBCO Charter, or any Contract to which PUBCO is a party or otherwise bound. There are not any bonds, debentures, notes or other indebtedness or other securities of the Parent PUBCO having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which shareholders holders of PUBCO’s common stock may vote (“Voting PUBCO Debt”). As of the Parent. Except as disclosed in the Parent’s public securities filings, as date of immediately prior to the Closingthis Agreement, there will be no outstanding securities, are not any options, warrants, callsrights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, agreementsContracts, arrangements or undertakings of any kind to which the Parent PUBCO is a party or by which it is bound (a) obligating the Parent PUBCO to issue, deliver or sell, or cause to be issued, delivered or sold, additional common shares of capital stock of the Parent or other equity interests in, or voting securities any security convertible or exercisable for or exchangeable into any capital stock of the Parent or other equity interest in, PUBCO or any Voting PUBCO Debt, (b) obligating the Parent PUBCO to issue, grant, extend or enter into any such security, option, warrant, call, right, security, commitment, agreementContract, arrangement or undertakingundertaking or (c) that give any person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights occurring to holders of the capital stock of PUBCO. As of immediately prior to the Closingdate of this Agreement, there will be no are not any outstanding contractual obligations, commitments, understandings or arrangements obligations of the Parent PUBCO to repurchase, redeem or otherwise acquire or make any payment in respect of any common stock of the Parent or any other securities of the Parent. As of immediately prior to the Closing, there will be no agreements or arrangements pursuant to which the Parent is or could be required to register the Parent’s common stock or other securities under the Securities Act or other agreements or arrangements with or among any holders of the Parent or with respect to any securities of the Parent. The issuance of the Parent Stock will not trigger any anti-dilution rights of any existing securities of the Parent. Except as disclosed in the Parent’s public securities filings, as of the Closing, there will be no rights, subscriptions, warrants, options, conversion rights, or agreements of any kind outstanding to purchase from the Parent, or otherwise require the Parent to issue, any shares of capital stock of PUBCO. The stockholder list provided to Purchasers or its counsel is a current stockholder list generated by its stock transfer agent, and such list accurately reflects all of the Parent or securities or obligations of any kind convertible into or exchangeable for any issued and outstanding shares of capital stock of the ParentPUBCO’s common stock.

Capital Structure. The authorized capital stock of the Parent consists of 75,000,000 (i) 400,000,000 shares of Parent Common Stock and (ii) 1,000,000 shares of preferred stock, par value $0.0001 per share, (the “Parent Preferred Stock” and, together with the Parent Common Stock, the “Parent Capital Stock”), of which 3,915,160 27,000,000 shares shall be of Parent Common Stock are issued and outstanding, no shares of Parent Preferred Stock are issued and outstanding, and (ii) no shares of Parent Common Stock are held by Parent in its treasury. There are issued and outstanding immediately prior warrants to the Closingpurchase 44,000,000 shares of Parent Common Stock (“Parent Warrants”) and an option issued to Wedbush Xxxxxx Securities Inc. to purchase 1,000,000 units, each unit consisting of one share of Parent Common Stock and two Parent Warrants. 47,000,000 shares of Parent Common Stock are reserved for issuance upon exercise of such warrants and such option. Except as disclosed set forth above, no shares of capital stock or other voting securities of Parent were issued, reserved for issuance or outstanding. All outstanding shares of Parent Capital Stock are duly authorized, validly issued, fully paid and nonassessable. Except as set forth above or in Section 4.03 of the Parent’s public securities filingsParent Disclosure Letter, as of immediately prior to the Closing, date of this Agreement there will be no outstanding bonds, debentures, notes or other indebtedness or other securities of the Parent having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on are not any matters on which shareholders of the Parent. Except as disclosed in the Parent’s public securities filings, as of immediately prior to the Closing, there will be no outstanding securities, options, warrants, callsrights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, agreementscontracts, arrangements or undertakings of any kind to which the Parent is a party or by which it is bound (i) obligating the Parent to issue, deliver or sell, or cause to be issued, delivered or sold, additional common shares of capital stock of the Parent or other equity interests in, or voting securities any security convertible or exercisable for or exchangeable into any capital stock of the Parent or other equity interest in, Parent, (ii) obligating the Parent to issue, grant, extend or enter into any such security, option, warrant, call, right, security, commitment, agreementcontract, arrangement or undertakingundertaking or (iii) 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 Parent Capital Stock. As of immediately prior to the Closingdate of this Agreement, there will be no are not any outstanding contractual obligations, commitments, understandings or arrangements obligations of the Parent to repurchase, redeem or otherwise acquire or make any payment in respect of any common stock of the Parent or any other securities of the Parent. As of immediately prior to the Closing, there will be no agreements or arrangements pursuant to which the Parent is or could be required to register the Parent’s common stock or other securities under the Securities Act or other agreements or arrangements with or among any holders of the Parent or with respect to any securities of the Parent. The issuance of the Parent Stock will not trigger any anti-dilution rights of any existing securities of the Parent. Except as disclosed in the Parent’s public securities filings, as of the Closing, there will be no rights, subscriptions, warrants, options, conversion rights, or agreements of any kind outstanding to purchase from the Parent, or otherwise require the Parent to issue, any shares of capital stock of Parent Capital Stock. The Stock Consideration to be issued by Parent in connection with the Parent or securities or obligations of any kind convertible into or exchangeable for any shares of capital stock of the ParentTransaction, upon issuance in accordance with this Agreement, will be duly authorized, validly issued, fully paid and nonassessable.

Capital Structure. The authorized capital stock of the Parent consists of 75,000,000 shares of Common Stock, of which 3,915,160 shares shall be issued and outstanding immediately prior to the ClosingEffective Time, consists of 150,000,000 shares of common stock, $0.0001, par value, and 1,000,000 shares of preferred stock, $0.0001 par value, of which there were issued and outstanding as of the close of business on such date, 3,388,175 shares of common stock (subject to possible adjustments, of an immaterial nature, as a result of round lot adjustments to be made in connection with Parent’s recently completed reverse split of its shares of common stock) and no shares of preferred stock. The shares of Parent Common Stock to be issued pursuant to the Merger have been duly authorized by all necessary corporate action and, when issued in accordance with the terms hereof, shall be validly issued and outstanding, and nonassessable. There are no outstanding shares of capital stock or voting securities and no outstanding commitments to issue any shares of capital stock or voting securities after the date hereof. All outstanding shares of Parent Common Stock are duly authorized, validly issued, fully paid and nonassessable and are free of any liens or encumbrances other than any liens or encumbrances created by or imposed upon the holders thereof, and are not subject to preemptive rights or rights of first refusal created by statute, the Certificate of Incorporation or Bylaws of Parent or any agreement to which Parent is a party or by which it is bound. Except as disclosed in for (i) the Parent’s public rights created pursuant to this Agreement, and (ii) warrants and convertible securities filings, as of immediately prior to the Closing, there will be no outstanding bonds, debentures, notes or other indebtedness or other securities listed on Schedule 3.2 of the Parent having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which shareholders of the Parent. Except as disclosed in the Parent’s public securities filings, as of immediately prior to the ClosingDisclosure Schedule, there will be are no outstanding securities, other options, warrants, calls, rights, commitments, agreements, arrangements commitments or undertakings agreements of any kind character to which the Parent is a party or by which it is bound obligating the Parent to issue, deliver deliver, sell, repurchase or sellredeem, or cause to be issued, delivered or delivered, sold, additional common repurchased or redeemed, any shares of capital stock of the Parent or other equity or voting securities of the Parent or obligating the Parent to issue, grant, extend extend, accelerate the vesting and/or repurchase rights of, change the price of, or otherwise amend or enter into any such security, option, warrant, call, right, commitmentcommitment or agreement. There are no contracts, agreementcommitments or agreements relating to voting, arrangement purchase or undertaking. As sale of immediately prior Parent’s capital stock (i) between or among Parent and any of its stockholders and (ii) to the Closing, there will be no outstanding contractual obligations, commitments, understandings or arrangements best of the Parent to repurchase, redeem or otherwise acquire or make any payment in respect of any common stock of the Parent or any other securities of the Parent. As of immediately prior to the Closing, there will be no agreements or arrangements pursuant to which the Parent is or could be required to register the Parent’s common stock or other securities under the Securities Act or other agreements or arrangements with knowledge, between or among any holders of the Parent or with respect to any securities of the Parent. The issuance of the Parent Stock will not trigger any anti-dilution rights of any existing securities of the Parent. Except as disclosed in the Parent’s public securities filings, as of the Closing, there will be no rights, subscriptions, warrants, options, conversion rights, or agreements of any kind outstanding to purchase from the Parent, or otherwise require the Parent to issue, any shares of capital stock of the Parent or securities or obligations of any kind convertible into or exchangeable for any shares of capital stock of the Parentstockholders.

Capital Structure. The authorized capital stock of the Parent TRADEON consists of 75,000,000 100,000,000 shares of Common Stockcommon stock, $.0001 par value, and 50,000,000 shares of which 3,915,160 undesignated preferred stock, $.0001 par value. As of the date hereof (a) 6,794,880 shares shall of TRADEON’s common stock are issued and outstanding, (b) no shares of preferred stock are issued and outstanding, and (c) no shares of TRADEON’s common stock or preferred stock are held by TRADEON in its treasury. Except as set forth above, no shares of capital stock or other voting securities of TRADEON were issued, reserved for issuance or outstanding. All outstanding shares of the capital stock of TRADEON are, and all such shares that may be issued and outstanding immediately prior to the Closing. Except as disclosed in the Parent’s public securities filings, as of immediately prior to the Closing, there date hereof will be no outstanding when issued, duly authorized, validly issued, fully paid and nonassessable and not subject to or issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the Nevada General Corporation Law, the TRADEON Charter, the TRADEON Bylaws or any Contract to which TRADEON is a party or otherwise bound. There are not any bonds, debentures, notes or other indebtedness or other securities of the Parent TRADEON having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which shareholders holders of TRADEON’s common stock may vote (“Voting TRADEON Debt”). As of the Parent. Except as disclosed in the Parent’s public securities filings, as date of immediately prior to the Closingthis Agreement, there will be no outstanding securities, are not any options, warrants, callsrights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, agreementsContracts, arrangements or undertakings of any kind to which the Parent TRADEON is a party or by which it is bound (a) obligating the Parent TRADEON to issue, deliver or sell, or cause to be issued, delivered or sold, additional common shares of capital stock of the Parent or other equity interests in, or voting securities any security convertible or exercisable for or exchangeable into any capital stock of the Parent or other equity interest in, TRADEON or any Voting TRADEON Debt, (b) obligating the Parent TRADEON to issue, grant, extend or enter into any such security, option, warrant, call, right, security, commitment, agreementContract, arrangement or undertakingundertaking or (c) that give any person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights occurring to holders of the capital stock of TRADEON. As of immediately prior to the Closingdate of this Agreement, there will be no are not any outstanding contractual obligations, commitments, understandings or arrangements obligations of the Parent TRADEON to repurchase, redeem or otherwise acquire or make any payment in respect of any common stock of the Parent or any other securities of the Parent. As of immediately prior to the Closing, there will be no agreements or arrangements pursuant to which the Parent is or could be required to register the Parent’s common stock or other securities under the Securities Act or other agreements or arrangements with or among any holders of the Parent or with respect to any securities of the Parent. The issuance of the Parent Stock will not trigger any anti-dilution rights of any existing securities of the Parent. Except as disclosed in the Parent’s public securities filings, as of the Closing, there will be no rights, subscriptions, warrants, options, conversion rights, or agreements of any kind outstanding to purchase from the Parent, or otherwise require the Parent to issue, any shares of capital stock of TRADEON. The stockholder list provided to Best Green or its counsel is a current stockholder list generated by its stock transfer agent, and such list accurately reflects all of the Parent or securities or obligations of any kind convertible into or exchangeable for any issued and outstanding shares of capital stock of the ParentTRADEON’s common stock.

Capital Structure. The authorized capital stock of the Parent ANC consists of 75,000,000 One Million (1,000,000) shares of Common Stockcommon stock without par value, all of which 3,915,160 shares shall be is issued and outstanding immediately prior to and held by the Closing. Except as disclosed Shareholder in the Parentamounts indicated on Annex B. All outstanding shares of the capital stock of ANC are validly issued, fully paid and nonassessable and not subject to or issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of any applicable corporate Laws, ANC’s public securities filingscharter documents, as of immediately prior or any Contract to the Closing, there will be no outstanding which ANC Companies are a party or otherwise bound. There are not any bonds, debentures, notes or other indebtedness or other securities of the Parent ANC having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which shareholders holders of capital stock of ANC may vote (“Voting ANC Debt”). As of the Parent. Except as disclosed in the Parent’s public securities filings, as date of immediately prior to the Closingthis Agreement, there will be no outstanding securities, are not any options, warrants, callsrights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, agreementsContracts, arrangements or undertakings of any kind to which the Parent ANC is a party or by which it is bound (a) obligating the Parent ANC to issue, deliver or sell, or cause to be issued, delivered or sold, additional common shares of capital stock of the Parent or other equity interests in, or voting securities any security convertible or exercisable for or exchangeable into any capital stock of the Parent or other equity interest in, ANC or any Voting ANC Debt, (b) obligating the Parent ANC to issue, grant, extend or enter into any such security, option, warrant, call, right, security, commitment, agreementContract, arrangement or undertakingundertaking or (c) that give any person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights occurring to holders of the capital stock of ANC. As of immediately prior to the Closingdate of this Agreement, there will be no are not any outstanding contractual obligations, commitments, understandings or arrangements obligations of the Parent ANC to repurchase, redeem or otherwise acquire or make any payment in respect of any common stock of the Parent or any other securities of the Parent. As of immediately prior to the Closing, there will be no agreements or arrangements pursuant to which the Parent is or could be required to register the Parent’s common stock or other securities under the Securities Act or other agreements or arrangements with or among any holders of the Parent or with respect to any securities of the Parent. The issuance of the Parent Stock will not trigger any anti-dilution rights of any existing securities of the Parent. Except as disclosed in the Parent’s public securities filings, as of the Closing, there will be no rights, subscriptions, warrants, options, conversion rights, or agreements of any kind outstanding to purchase from the Parent, or otherwise require the Parent to issue, any shares of capital stock of the Parent ANC. No further approval or securities or obligations authorization of any kind convertible into stockholder, the Board of Directors or exchangeable others is required for any shares the sale of ANC Stock. There are no stockholders agreements, voting agreements or other similar agreements with respect to ANC’s capital stock to which ANC is a party or between or among any of the ParentANC’s stockholders.

Capital Structure. The As of the date of this Agreement, the authorized capital stock of the Parent consists of 75,000,000 80,000,000 shares of Parent Common Stock, $0.0001 par value, and 20,000,000 shares of preferred stock at $0.0001 par value, of which 3,915,160 approximately 10,862,067 shares shall of Parent Common Stock will be issued and outstanding immediately prior to as of the Closingdate of this Agreement and no shares of Parent Common Stock are issuable upon the exercise of outstanding warrants, convertible notes, and options and otherwise. Except as disclosed set forth above, no shares of capital stock or other equity securities of the Parent are issued, reserved for issuance or outstanding. All outstanding shares of capital stock of the Parent are, and all shares which may be issued pursuant to this Agreement will be, when issued, duly authorized, validly issued, fully paid and nonassessable, not subject to preemptive rights, and issued in compliance with all applicable state and federal laws concerning the Parent’s public securities filings, as issuance of immediately prior to the Closing, there will be securities. There are no outstanding bonds, debentures, notes or other indebtedness or other securities of the Parent having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which shareholders of the ParentParent may vote. Except as disclosed in the Parent’s public securities filings, as of immediately prior to the Closingset forth above, there will be are no outstanding securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind to which the Parent or any of its subsidiaries is a party or by which it any of them is bound obligating the Parent or any its subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional common shares of capital stock of the Parent or other equity or voting securities of the Parent or any of its subsidiaries or obligating the Parent or any of its subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity securities of the Parent or any of its subsidiaries or obligating the Parent or any of its subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking. As of immediately prior to the Closing, there will be There are no outstanding contractual obligations, commitments, understandings or arrangements of the Parent or any of its subsidiaries to repurchase, redeem or otherwise acquire or make any payment in respect of any common stock of the Parent or any other securities of the Parent. As of immediately prior to the Closing, there will be no agreements or arrangements pursuant to which the Parent is or could be required to register the Parent’s common stock or other securities under the Securities Act or other agreements or arrangements with or among any holders of the Parent or with respect to any securities of the Parent. The issuance of the Parent Stock will not trigger any anti-dilution rights of any existing securities of the Parent. Except as disclosed in the Parent’s public securities filings, as of the Closing, there will be no rights, subscriptions, warrants, options, conversion rights, or agreements of any kind outstanding to purchase from the Parent, or otherwise require the Parent to issue, any shares of capital stock of the Parent or securities or obligations any of any kind convertible into or exchangeable for any shares of capital stock of the Parentits subsidiaries.

Capital Structure. The authorized capital stock of the Parent consists of 75,000,000 Two Hundred Million (200,000,000) shares of Common Stockcommon stock, par value $0.0001 per share, and Twenty Five Million (25,000,000) shares of preferred stock, par value $0.0001 per share, of which 3,915,160 (i) 27,450,000 shares shall be of Parent Stock are issued and outstanding immediately (before giving effect to the issuances to be made at Closing), (ii) no shares of preferred stock are outstanding, and (iii) no shares of Parent Stock or preferred stock are held by the Parent in its treasury. No other shares of capital stock or other voting securities of the Parent were issued, reserved for issuance or outstanding. All outstanding shares of the capital stock of the Parent are, and all such shares that may be issued prior to the Closing. Except as disclosed in the Parent’s public securities filings, as of immediately prior to the Closing, there date hereof will be when issued, duly authorized, validly issued, fully paid and non-assessable and not subject to or issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the Delaware General Corporation Law, the Parent Charter, the Parent Bylaws or any Contract to which the Parent is a party or otherwise bound. There are no outstanding bonds, debentures, notes or other indebtedness or other securities of the Parent having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which shareholders holders of the ParentParent Stock may vote (“Voting Parent Debt”). Except as disclosed in connection with the Parent’s public securities filingsTransactions, as of immediately prior to the Closingdate of this Agreement, there will be are no outstanding securities, options, warrants, callsrights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, agreementsContracts, arrangements or undertakings of any kind to which the Parent is a party or by which it is bound (i) obligating the Parent to issue, deliver or sell, or cause to be issued, delivered or sold, additional common shares of capital stock or other equity interests in, or any security convertible or exercisable for or exchangeable into any capital stock of or other equity interest in, the Parent or other equity or voting securities of the any Voting Parent or Debt, (ii) obligating the Parent to issue, grant, extend or enter into any such security, option, warrant, call, right, security, commitment, agreementContract, arrangement or undertakingundertaking or (iii) that give any person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights occurring to holders of the capital stock of the Parent. As of immediately prior to the Closingdate of this Agreement, there will be are no outstanding contractual obligations, commitments, understandings or arrangements obligations of the Parent to repurchase, redeem or otherwise acquire or make any payment in respect of any common stock of the Parent or any other securities of the Parent. As of immediately prior to the Closing, there will be no agreements or arrangements pursuant to which the Parent is or could be required to register the Parent’s common stock or other securities under the Securities Act or other agreements or arrangements with or among any holders of the Parent or with respect to any securities of the Parent. The issuance of the Parent Stock will not trigger any anti-dilution rights of any existing securities of the Parent. Except as disclosed in the Parent’s public securities filings, as of the Closing, there will be no rights, subscriptions, warrants, options, conversion rights, or agreements of any kind outstanding to purchase from the Parent, or otherwise require the Parent to issue, any shares of capital stock of the Parent or securities or obligations of any kind convertible into or exchangeable for any shares of capital stock of the Parent. The Parent is not a party to any agreement granting any security holder of the Parent the right to cause the Parent to register shares of the capital stock or other securities of the Parent held by such security holder under the Securities Act. The stockholder list provided to the Company is a current stockholder list generated by its stock transfer agent, and such list accurately reflects all of the issued and outstanding shares of the Parent Stock as at the Closing.

Capital Structure. The authorized capital stock of the Parent consists of 75,000,000 300 million shares of Common Stockcommon stock, par value $0.001 per share, and 50 million shares of preferred stock, par value $0.001 per share, of which 3,915,160 (i) 77,347,106 shares shall be of common stock are issued and outstanding immediately (ii) no shares of preferred stock are issued and outstanding, and (iii) no shares of Parent Stock or preferred stock are held by the Parent in its treasury. No other shares of capital stock or other voting securities of the Parent are issued, reserved for issuance, or outstanding. All outstanding shares of the capital stock of the Parent are, and all such shares that may be issued prior to the Closing. Except as disclosed in the Parent’s public securities filings, as of immediately prior to the Closing, there date hereof will be when issued, duly authorized, validly issued, fully paid, and non-assessable and not subject to or issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right, or any similar right under any provision of the Nevada Revised Statutes, the Parent Charter, the Parent Bylaws or any Contract to which the Parent is a party or otherwise bound. There are no outstanding bonds, debentures, notes notes, or other indebtedness or other securities of the Parent having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which shareholders holders of the ParentParent Stock may vote (“Voting Parent Debt”). Except as disclosed set forth in the Parent’s public securities filingsParent SEC Documents, as of immediately prior to the Closingdate of this Agreement, there will be are no outstanding securities, options, warrants, callsrights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, agreementsContracts, arrangements arrangements, or undertakings of any kind to which the Parent is a party or by which it is bound (i) obligating the Parent to issue, deliver or sell, or cause to be issued, delivered delivered, or sold, additional common shares of capital stock or other equity interests in, or any security convertible or exercisable for or exchangeable into any capital stock of or other equity interest in, the Parent or other equity or voting securities of the any Voting Parent or Debt, (ii) obligating the Parent to issue, grant, extend extend, or enter into any such security, option, warrant, call, right, security, commitment, agreementContract, arrangement arrangement, or undertaking. As of immediately prior , or (iii) that give any person the right to receive any economic benefit or right similar to or derived from the Closing, there will be no outstanding contractual obligations, commitments, understandings or arrangements of the Parent economic benefits and rights occurring to repurchase, redeem or otherwise acquire or make any payment in respect of any common stock of the Parent or any other securities of the Parent. As of immediately prior to the Closing, there will be no agreements or arrangements pursuant to which the Parent is or could be required to register the Parent’s common stock or other securities under the Securities Act or other agreements or arrangements with or among any holders of the Parent or with respect to any securities of the Parent. The issuance of the Parent Stock will not trigger any anti-dilution rights of any existing securities capital stock of the Parent. Except as disclosed set forth in the Parent’s public securities filingsParent SEC Documents, as the Parent is not a party to any agreement granting any security holder of the Closing, there will be no rights, subscriptions, warrants, options, conversion rights, or agreements of any kind outstanding Parent the right to purchase from the Parent, or otherwise require cause the Parent to issue, any register shares of the capital stock or other securities of the Parent or securities or obligations of any kind convertible into or exchangeable for any shares of capital stock of held by such security holder under the ParentSecurities Act.

Capital Structure. The authorized share capital stock of the Parent consists of 75,000,000 of: (i) One Hundred Million (100,000,000) shares of Common Stock, of which 3,915,160 common stock with 247,550 shares shall be issued and outstanding immediately prior to the Closing. Except as disclosed in the Parent’s public securities filingsexecution of this Agreement; (ii) Nine Million Nine Hundred Ninety Nine (9,999,000) shares of “blank check” preferred stock authorized, as none of which is currently issued and outstanding immediately prior to the Closingexecution of this Agreement; and (iii) One Thousand (1,000) shares of Series A Preferred Stock to be issued to the Member pursuant to the terms of this Agreement. All outstanding shares of the capital stock of the Parent are duly authorized, there will be validly issued, fully paid and non-assessable and not subject to or issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the applicable corporate laws of its state of incorporation, the Parent Charter, the Parent Bylaws or any Contract to which the Parent is a party or otherwise bound. There are no outstanding bonds, debentures, notes or other indebtedness or other securities of the Parent having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which shareholders holders of Parent’s capital stock may vote (“Voting Parent Debt”). As of the Parent. Except as disclosed in the Parent’s public securities filings, as date of immediately prior to the Closingthis Agreement, there will be are no outstanding securities, options, warrants, callsrights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, agreementsContracts, arrangements or undertakings of any kind to which the Parent is a party or by which it is bound (i) obligating the Parent to issue, deliver or sell, or cause to be issued, delivered or sold, additional common shares of capital stock or other equity interests in, or any security convertible or exercisable for or exchangeable into any capital stock of or other equity interest in, the Parent or other equity or voting securities of the any Voting Parent or Debt, (ii) obligating the Parent to issue, grant, extend or enter into any such security, option, warrant, call, right, security, commitment, agreementContract, arrangement or undertakingundertaking or (iii) that give any person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights occurring to holders of the capital stock of the Parent. As of immediately prior to the Closingdate of this Agreement, there will be are no outstanding contractual obligations, commitments, understandings or arrangements obligations of the Parent to repurchase, redeem or otherwise acquire or make any payment in respect of any common stock of the Parent or any other securities of the Parent. As of immediately prior to the Closing, there will be no agreements or arrangements pursuant to which the Parent is or could be required to register the Parent’s common stock or other securities under the Securities Act or other agreements or arrangements with or among any holders of the Parent or with respect to any securities of the Parent. The issuance of the Parent Stock will not trigger any anti-dilution rights of any existing securities of the Parent. Except as disclosed in the Parent’s public securities filings, as of the Closing, there will be no rights, subscriptions, warrants, options, conversion rights, or agreements of any kind outstanding to purchase from the Parent, or otherwise require the Parent to issue, any shares of capital stock of the Parent or securities or obligations of any kind convertible into or exchangeable for any shares of capital stock of the Parent. The Parent is not a party to any agreement granting any security holder of the Parent the right to cause the Parent to register shares of the capital stock or other securities of the Parent held by such security holder under the Securities Act. The stockholder list provided to the Company is a current stockholder list generated by its stock transfer agent, and such list accurately reflects all of the issued and outstanding shares of the Parent’s common stock as at the Closing.

Capital Structure. The authorized capital stock of the Parent LAVI consists of 75,000,000 100,000,000 shares of Common Stockcommon stock, $0.001 par value, and 10,000,000 shares of which 3,915,160 undesignated preferred stock, $0.001 par value. As of the date hereof (a) 4,800,500 shares shall of LAVI’s common stock are issued and outstanding, (b) no shares of preferred stock are issued and outstanding, and (c) no shares of LAVI’s common stock or preferred stock are held by LAVI in its treasury. Except as set forth above, no shares of capital stock or other voting securities of LAVI were issued, reserved for issuance or outstanding. All outstanding shares of the capital stock of LAVI are, and all such shares that may be issued and outstanding immediately prior to the Closing. Except as disclosed in the Parent’s public securities filings, as of immediately prior to the Closing, there date hereof will be no outstanding when issued, duly authorized, validly issued, fully paid and nonassessable and not subject to or issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the Nevada Revised Statutes, the LAVI Charter, the LAVI Bylaws or any Contract to which LAVI is a party or otherwise bound. There are not any bonds, debentures, notes or other indebtedness or other securities of the Parent LAVI having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which shareholders holders of LAVI’s common stock may vote (“Voting LAVI Debt”). As of the Parent. Except as disclosed in the Parent’s public securities filings, as date of immediately prior to the Closingthis Agreement, there will be no outstanding securities, are not any options, warrants, callsrights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, agreementsContracts, arrangements or undertakings of any kind to which the Parent LAVI is a party or by which it is bound (a) obligating the Parent LAVI to issue, deliver or sell, or cause to be issued, delivered or sold, additional common shares of capital stock of the Parent or other equity interests in, or voting securities any security convertible or exercisable for or exchangeable into any capital stock of the Parent or other equity interest in, LAVI or any Voting LAVI Debt, (b) obligating the Parent LAVI to issue, grant, extend or enter into any such security, option, warrant, call, right, security, commitment, agreementContract, arrangement or undertakingundertaking or (c) that give any person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights occurring to holders of the capital stock of LAVI. As of immediately prior to the Closingdate of this Agreement, there will be no are not any outstanding contractual obligations, commitments, understandings or arrangements obligations of the Parent LAVI to repurchase, redeem or otherwise acquire or make any payment in respect of any common stock of the Parent or any other securities of the Parent. As of immediately prior to the Closing, there will be no agreements or arrangements pursuant to which the Parent is or could be required to register the Parent’s common stock or other securities under the Securities Act or other agreements or arrangements with or among any holders of the Parent or with respect to any securities of the Parent. The issuance of the Parent Stock will not trigger any anti-dilution rights of any existing securities of the Parent. Except as disclosed in the Parent’s public securities filings, as of the Closing, there will be no rights, subscriptions, warrants, options, conversion rights, or agreements of any kind outstanding to purchase from the Parent, or otherwise require the Parent to issue, any shares of capital stock of LAVI. The stockholder list provided to Minera or its counsel is a current stockholder list generated by its stock transfer agent, and such list accurately reflects all of the Parent or securities or obligations of any kind convertible into or exchangeable for any issued and outstanding shares of capital stock of the ParentLAVI’s common stock.

Capital Structure. The authorized capital stock of the Parent consists of 75,000,000 500,000,000 shares of Parent Common Stock, $0.001 par value per share, and 10,000,000 shares of which 3,915,160 preferred stock, $0.001 par value. As of the date hereof (i) 990,100 shares shall of Parent Common Stock are issued and outstanding, (ii) no shares of preferred stock are outstanding and (iii) no shares of Parent Common Stock or preferred stock are held by Parent in its treasury. Except as set forth above, no shares of capital stock or other voting securities of Parent were issued, reserved for issuance or outstanding. All outstanding shares of the capital stock of Parent are, and all such shares that may be issued prior to the date hereof will be when issued, duly authorized, validly issued, fully paid and outstanding immediately nonassessable and not subject to or issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the General Corporation Law of the State of Nevada, the Parent Charter, the Parent Bylaws or any Contract to which Parent is a party or otherwise bound. As of December 31, 2006, Parent had issued a convertible note in the amount of $99,896 (“Convertible Note”) to Fountainhead Capital Partners Limited. The Convertible Note bears interest at a rate of 3% per annum, is due on December 31, 2007 and is convertible by the holder at any time prior to maturity into a number of shares of Parent Common Stock to be determined by Parent’s board of directors. The Convertible Note shall have been fully converted into 702,132 shares of Parent Common Stock pursuant to a Convertible Note Conversion Agreement with the holder at or prior to the Closing. Except as disclosed in Other than the Parent’s public securities filings, as of immediately prior to the ClosingConvertible Note, there will be no outstanding are not any bonds, debentures, notes or other indebtedness or other securities of the Parent having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which shareholders holders of the ParentParent Common Stock may vote (“Voting Parent Debt”). Except as disclosed in the Parent’s public securities filingsset forth above, as of immediately prior to the Closingdate of this Agreement, there will be no outstanding securities, are not any options, warrants, callsrights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, agreementsContracts, arrangements or undertakings of any kind to which the Parent is a party or by which it is bound (i) obligating the Parent to issue, deliver or sell, or cause to be issued, delivered or sold, additional common shares of capital stock of the Parent or other equity interests in, or voting securities any security convertible or exercisable for or exchangeable into any capital stock of the or other equity interest in, Parent or any Voting Parent Debt, (ii) obligating the Parent to issue, grant, extend or enter into any such security, option, warrant, call, right, security, commitment, agreementContract, arrangement or undertakingundertaking or (iii) that give any person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights occurring to holders of the capital stock of the Parent. As of immediately prior to the Closingdate of this Agreement, there will be no are not any outstanding contractual obligations, commitments, understandings or arrangements obligations of the Parent to repurchase, redeem or otherwise acquire or make any payment in respect of any common stock of the Parent or any other securities of the Parent. As of immediately prior to the Closing, there will be no agreements or arrangements pursuant to which the Parent is or could be required to register the Parent’s common stock or other securities under the Securities Act or other agreements or arrangements with or among any holders of the Parent or with respect to any securities of the Parent. The issuance of the Parent Stock will not trigger any anti-dilution rights of any existing securities of the Parent. Except as disclosed in the Parent’s public securities filings, as of the Closing, there will be no rights, subscriptions, warrants, options, conversion rights, or agreements of any kind outstanding to purchase from the Parent, or otherwise require the Parent to issue, any shares of capital stock of Parent. Except as set forth in Schedule 4.03, the Parent or securities or obligations is not a party to any agreement granting any securityholder of any kind convertible into or exchangeable for any the Parent the right to cause the Parent to register shares of the capital stock or other securities of the Parent held by such securityholder under the Securities Act. The stockholder list to be provided at closing to the Company shall be a current shareholder list generated by its stock transfer agent, and such list shall accurately reflect all of the issued and outstanding shares of the Parent’s Common Stock.

Capital Structure. The (a) As of the date hereof, the authorized capital stock of the Parent Buyer consists of 75,000,000 50,000,000 shares of Common Stockcommon stock, .001 par value. As of which 3,915,160 the Closing, 1,053,295 shares shall be of common stock were issued and outstanding. Schedule 4.9 is the shareholder list of Buyer at the time of Closing. No shares of common stock were held by the Buyer in its treasury. The Buyer has no outstanding stock options, stock appreciation rights, phantom units, profit participation or similar rights with respect to the Buyer. No shares of capital stock or other equity or voting securities of the Buyer are reserved for issuance or are outstanding. All of the issued and outstanding immediately prior to shares of capital stock of the ClosingBuyer are duly authorized, validly issued, fully paid and non-assessable and have not been issued in violation of any preemptive rights or in violation of state or federal securities laws, and there are no preemptive rights with respect thereto. No capital stock has been issued by the Buyer since the Buyer Balance Sheet Date. Except as disclosed in the Parent’s public securities filingsset forth above, as of immediately prior to the Closing, date hereof there will be are no outstanding bonds, debentures, notes or other indebtedness or other securities of the Parent having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which shareholders of the Parent. Except as disclosed in the Parent’s public securities filings, as of immediately prior to the Closing, there will be no outstanding authorized securities, options, warrants, calls, rights, commitments, preemptive rights, agreements, arrangements arrangements, or undertakings of any kind to which the Parent Buyer is a party party, or by which it is bound bound, obligating the Parent Buyer to issue, deliver or sell, or cause to be issued, delivered or sold, additional common any shares of capital stock of the Parent or other equity or voting securities of of, or other ownership interests in, the Parent Buyer or obligating the Parent Buyer to issue, grant, extend extend, or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement arrangement, or undertaking. As There are not as of immediately prior to the Closing, date of this Agreement and there will not be no outstanding contractual obligationsat the Closing Date any shareholder agreements, commitments, understandings or arrangements of the Parent to repurchase, redeem or otherwise acquire or make any payment in respect of any common stock of the Parent or any other securities of the Parent. As of immediately prior to the Closing, there will be no agreements or arrangements pursuant to which the Parent is or could be required to register the Parent’s common stock or other securities under the Securities Act voting trusts or other agreements or arrangements with understandings to which the Buyer is a party or among by which it is bound relating to the voting of any holders shares of the Parent or with respect to any securities capital stock of the Parent. Buyer. (b) The issuance of the Parent Stock will not trigger any anti-dilution rights of any existing securities of the Parent. Except as disclosed in the Parent’s public securities filings, as of the Closing, there will be no rights, subscriptions, warrants, options, conversion rights, or agreements of any kind outstanding to purchase from the Parent, or otherwise require the Parent to issue, any shares of capital stock of the Parent Buyer constitute all of the issued and outstanding shares of capital stock or securities other ownership interests of the Buyer. Except for the purchase and sale of the Buyer Common Stock pursuant to this Agreement, there are no outstanding claims, options, or obligations other rights of any kind convertible into Person to purchase from Buyer, and no contracts or exchangeable commitments providing for the granting of rights to acquire, any of the Buyer Common Stock. There are no claims pending or, to the Knowledge of Buyer, threatened, against the Buyer that concern or affect title to the Buyer Common Stock, or that seek to compel the issuance of capital stock or other securities of the Buyer. (c) There are no outstanding obligations in connection with the redemption by the Buyer of any of the previously issued and outstanding shares of capital stock of the ParentBuyer.

Capital Structure. The authorized capital stock of the Parent consists of 75,000,000 500,000,000 shares of Common Stock, par value $0.001 per share (“Parent Common Stock”), and 1,000,000 shares of which 3,915,160 preferred stock, par value $0.001 per share. As of the date hereof (i) 12,800,000 shares shall of Parent Common Stock are issued and outstanding, (ii) no shares of preferred stock are outstanding and (iii) no shares of Parent Common Stock or preferred stock are held by the Parent in its treasury. Except as set forth above, no shares of capital stock or other voting securities of the Parent were issued, reserved for issuance or outstanding. All outstanding shares of the capital stock of the Parent are, and all such shares that may be issued and outstanding immediately prior to the Closing. Except as disclosed in the Parent’s public securities filings, as of immediately prior to the Closing, there date hereof will be no outstanding when issued, duly authorized, validly issued, fully paid and nonassessable and not subject to or issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the General Corporation Law of the State of Nevada, the Parent Charter, the Parent Bylaws or any Contract to which the Parent is a party or otherwise bound. There are not any bonds, debentures, notes or other indebtedness or other securities of the Parent having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which shareholders holders of the ParentParent Common Stock may vote (“Voting Parent Debt”). Except as disclosed in the Parent’s public securities filingsset forth above, as of immediately prior to the Closingdate of this Agreement, there will be no outstanding securities, are not any options, warrants, callsrights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, agreementsContracts, arrangements or undertakings of any kind to which the Parent is a party or by which it is bound (i) obligating the Parent to issue, deliver or sell, or cause to be issued, delivered or sold, additional common shares of capital stock or other equity interests in, or any security convertible or exercisable for or exchangeable into any capital stock of or other equity interest in, the Parent or other equity or voting securities of the any Voting Parent or Debt, (ii) obligating the Parent to issue, grant, extend or enter into any such security, option, warrant, call, right, security, commitment, agreementContract, arrangement or undertakingundertaking or (iii) that give any person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights occurring to holders of the capital stock of the Parent. As of immediately prior to the Closingdate of this Agreement, there will be no are not any outstanding contractual obligations, commitments, understandings or arrangements obligations of the Parent to repurchase, redeem or otherwise acquire or make any payment in respect of any common stock of the Parent or any other securities of the Parent. As of immediately prior to the Closing, there will be no agreements or arrangements pursuant to which the Parent is or could be required to register the Parent’s common stock or other securities under the Securities Act or other agreements or arrangements with or among any holders of the Parent or with respect to any securities of the Parent. The issuance of the Parent Stock will not trigger any anti-dilution rights of any existing securities of the Parent. Except as disclosed in the Parent’s public securities filings, as of the Closing, there will be no rights, subscriptions, warrants, options, conversion rights, or agreements of any kind outstanding to purchase from the Parent, or otherwise require the Parent to issue, any shares of capital stock of the Parent or securities or obligations of any kind convertible into or exchangeable for any shares of capital stock of the Parent. Except as set forth in the Parent Disclosure Letter, the Parent is not a party to any agreement granting any securityholder of the Parent the right to cause the Parent to register shares of the capital stock or other securities of the Parent held by such securityholder under the Securities Act. The stockholder list provided to the Company is a current stockholder list generated by its stock transfer agent, and such list accurately reflects all of the issued and outstanding shares of the Parent’s Common Stock.

Capital Structure. The authorized capital stock of the Parent consists of 75,000,000 Two Hundred Million (200,000,000) shares of Parent Common Stock, par value $0.0001 per share, and Ten Million (10,000,000) shares of preferred stock, par value $0.0001 per share, of which 3,915,160 (i) 5,000,000 shares shall be of Parent Common Stock were issued and outstanding immediately prior to as of April 19, 2020, (ii) no shares of Parent Common Stock or preferred stock are held by the ClosingParent in its treasury. Except as disclosed in the Parent’s public Parent Disclosure Schedule, no other shares of capital stock or other voting securities filingsof the Parent were issued or outstanding. All outstanding shares of the capital stock of the Parent are, as of immediately and all such shares that may be issued prior to the Closingdate hereof will be when issued, duly authorized, validly issued, fully paid and non-assessable and not subject to or issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the Delaware General Corporation Law, the Parent Charter, the Parent Bylaws or any Contract to which the Parent is a party or otherwise bound. Except as disclosed in the Parent Disclosure Schedule, there will be are no outstanding bonds, debentures, notes or other indebtedness or other securities of the Parent having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which shareholders holders of the ParentParent Preferred Stock may vote (“Voting Parent Debt”). Except in connection with the Transactions or as described in the SEC Documents, or as disclosed in the Parent’s public securities filingsParent Disclosure Schedule, as of immediately prior to the Closingdate of this Agreement, there will be are no outstanding securities, options, warrants, callsrights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, agreementsContracts, arrangements or undertakings of any kind to which the Parent is a party or by which it is bound (i) obligating the Parent to issue, deliver or sell, or cause to be issued, delivered or sold, additional common shares of capital stock or other equity interests in, or any security convertible or exercisable for or exchangeable into any capital stock of or other equity interest in, the Parent or other equity or voting securities of the any Voting Parent or Debt, (ii) obligating the Parent to issue, grant, extend or enter into any such security, option, warrant, call, right, security, commitment, agreementContract, arrangement or undertakingundertaking or (iii) that give any person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights occurring to holders of the capital stock of the Parent. As of immediately prior to the Closingdate of this Agreement, there will be are no outstanding contractual obligations, commitments, understandings or arrangements obligations of the Parent to repurchase, redeem or otherwise acquire or make any payment in respect of any common stock of the Parent or any other securities of the Parent. As of immediately prior to the Closing, there will be no agreements or arrangements pursuant to which the Parent is or could be required to register the Parent’s common stock or other securities under the Securities Act or other agreements or arrangements with or among any holders of the Parent or with respect to any securities of the Parent. The issuance of the Parent Stock will not trigger any anti-dilution rights of any existing securities of the Parent. Except as disclosed in the Parent’s public securities filings, as of the Closing, there will be no rights, subscriptions, warrants, options, conversion rights, or agreements of any kind outstanding to purchase from the Parent, or otherwise require the Parent to issue, any shares of capital stock of the Parent or securities or obligations of any kind convertible into or exchangeable for any shares of capital stock of the Parent. Other than as set forth in the SEC Documents, or as disclosed in the Parent Disclosure Schedule, the Parent is not a party to any agreement granting any security holder of the Parent the right to cause the Parent to register shares of the capital stock or other securities of the Parent held by such security holder under the Securities Act. The stockholder list provided to the Company is a current stockholder list generated by its stock transfer agent, and such list accurately reflects all of the issued and outstanding shares of the Parent Preferred Stock as at the Closing.

Capital Structure. The authorized capital stock of the Parent on the date hereof consists of 75,000,000 100,000,000 shares of Common Parent Stock, of which 3,915,160 (a) 4,500,000 shares shall be of Parent Stock are issued and outstanding immediately (before giving effect to the issuances to be made at Closing), (b) no shares of preferred stock of the Parent are authorized, issued and outstanding and (c) no shares of Parent Stock or preferred stock are held by the Parent in its treasury. No other shares of capital stock or other voting securities of the Parent are issued, reserved for issuance or outstanding. All outstanding shares of the capital stock of the Parent are, and all such shares that may be issued prior to the Closing. Except as disclosed in Closing Date and following the Parent’s public securities filings, as of immediately prior Closing Date to the Closing, there Shareholders hereunder will be no outstanding when issued, duly authorized, validly issued, fully paid and non-assessable and not subject to or issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the General Corporation Law of the State of Delaware, the Parent Charter, the Parent Bylaws or any Contract to which the Parent is a party or otherwise bound. There are not any bonds, debentures, notes or other indebtedness or other securities of the Parent having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which shareholders holders of the ParentParent Stock may vote (“Voting Parent Debt”). Except as disclosed in the Parent’s public securities filingsset forth above, as of immediately prior to the Closingdate of this Agreement, there will be are no outstanding securities, options, warrants, callsrights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, agreementsContracts, arrangements or undertakings of any kind to which the Parent is a party or by which it is bound (a) obligating the Parent to issue, deliver or sell, or cause to be issued, delivered or sold, additional common shares of capital stock or other equity interests in, or any security convertible or exercisable for or exchangeable into any capital stock of or other equity interest in, the Parent or other equity or voting securities of the any Voting Parent or Debt, (b) obligating the Parent to issue, grant, extend or enter into any such security, option, warrant, call, right, security, commitment, agreementContract, arrangement or undertakingundertaking or (c) that give any person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights occurring to holders of the capital stock of the Parent. As of immediately prior to the Closingdate of this Agreement, there will be are no outstanding contractual obligations, commitments, understandings or arrangements obligations of the Parent to repurchase, redeem or otherwise acquire or make any payment in respect of any common stock of the Parent or any other securities of the Parent. As of immediately prior to the Closing, there will be no agreements or arrangements pursuant to which the Parent is or could be required to register the Parent’s common stock or other securities under the Securities Act or other agreements or arrangements with or among any holders of the Parent or with respect to any securities of the Parent. The issuance of the Parent Stock will not trigger any anti-dilution rights of any existing securities of the Parent. Except as disclosed in the Parent’s public securities filings, as of the Closing, there will be no rights, subscriptions, warrants, options, conversion rights, or agreements of any kind outstanding to purchase from the Parent, or otherwise require the Parent to issue, any shares of capital stock of the Parent or securities or obligations of any kind convertible into or exchangeable for any shares of capital stock of the Parent.. The Parent is not a party to any agreement granting any securityholder of the Parent the right to cause the Parent to register shares of the capital stock or other securities of the Parent held by such securityholder under the Securities Act. The stockholder list provided to the Company is a current stockholder list generated by the Parent’s stock transfer agent, and such list accurately reflects all of the issued and outstanding shares of the Parent Stock as at the date of this Agreement..

Capital Structure. The authorized capital stock of the Parent consists of 75,000,000 One Hundred Million (100,000,000) shares of Parent Common Stock, par value $0.001 per share, and One Million (1,000,000) shares of which 3,915,160 preferred stock, par value $0.001 per share. As of the date hereof, 1,148,826 shares shall of Parent Common Stock are issued and outstanding. Except as set forth above, no shares of capital stock or other voting securities of Parent were issued, reserved for issuance or outstanding. All outstanding shares of the capital stock of Parent are, and all such shares that may be issued and outstanding immediately prior to the Closing. Except as disclosed in the Parent’s public securities filings, as of immediately prior to the Closing, there date hereof will be no outstanding when issued, duly authorized, validly issued, fully paid and non-assessable and not subject to or issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the General Corporation Law of the State of Nevada, the Parent Charter, the Parent Bylaws or any Contract to which Parent is a party or otherwise bound. There are not any bonds, debentures, notes or other indebtedness or other securities of the Parent having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which shareholders holders of the ParentParent Common Stock may vote (“Voting Parent Debt”). Except as disclosed in the Parent’s public securities filingsset forth above, as of immediately prior to the Closingdate of this Agreement, there will be no outstanding securities, are not any options, warrants, callsrights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, agreementsContracts, arrangements or undertakings of any kind to which the Parent is a party or by which it is bound (i) obligating the Parent to issue, deliver or sell, or cause to be issued, delivered or sold, additional common shares of capital stock of the Parent or other equity interests in, or voting securities any security convertible or exercisable for or exchangeable into any capital stock of the or other equity interest in, Parent or any Voting Parent Debt, (ii) obligating the Parent to issue, grant, extend or enter into any such security, option, warrant, call, right, security, commitment, agreementContract, arrangement or undertakingundertaking or (iii) that give any person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights occurring to holders of the capital stock of the Parent. As of immediately prior to the Closingdate of this Agreement, there will be no are not any outstanding contractual obligations, commitments, understandings or arrangements obligations of the Parent to repurchase, redeem or otherwise acquire or make any payment in respect of any common stock of the Parent or any other securities of the Parent. As of immediately prior to the Closing, there will be no agreements or arrangements pursuant to which the Parent is or could be required to register the Parent’s common stock or other securities under the Securities Act or other agreements or arrangements with or among any holders of the Parent or with respect to any securities of the Parent. The issuance of the Parent Stock will not trigger any anti-dilution rights of any existing securities of the Parent. Except as disclosed in the Parent’s public securities filings, as of the Closing, there will be no rights, subscriptions, warrants, options, conversion rights, or agreements of any kind outstanding to purchase from the Parent, or otherwise require the Parent to issue, any shares of capital stock of Parent. Except as set forth in the Filed Parent SEC Documents, the Parent or securities or obligations is not a party to any agreement granting any security holder of any kind convertible into or exchangeable for any the Parent the right to cause the Parent to register shares of the capital stock or other securities of the Parent held by such security holder under the Securities Act. The Shareholder list to be provided at closing to the Company shall be a current shareholder list generated by its stock transfer agent, and such list shall accurately reflect all of the issued and outstanding shares of the Parent’s Common Stock.

Capital Structure. (i) The authorized capital stock of the Parent CMYF consists of 75,000,000 5,000,000 shares of CMYF Common Stock. (ii) As of the date of this Agreement: (A) 1,209,591 shares of CMYF Common Stock are issued and outstanding, all of which 3,915,160 are validly issued, fully paid and nonassessable and were issued in full compliance with all applicable laws and not in violation of any preemptive rights; and (B) 90,802 shares shall be issued of CMYF Common Stock are reserved for issuance pursuant to outstanding CMYF Stock Options (including exercisable and unexercisable CMYF Stock Options). (iii) Set forth in CMYF’s Disclosure Letter is a complete and accurate list of all outstanding immediately prior CMYF Stock Options, including the names of the optionees, dates of grant, exercise prices, dates of vesting, dates of termination, shares subject to the Closing. Except as disclosed each grant and whether stock appreciation, limited or other similar rights were granted in the Parent’s public securities filings, as of immediately prior to the Closing, there will be no outstanding connection with such options. (iv) No bonds, debentures, notes or other indebtedness or other securities of the Parent having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which shareholders stockholders of the Parent. CMYF may vote are issued or outstanding. (v) Except as disclosed set forth in the Parent’s public securities filingsthis Section 3.2(c), as of immediately prior to the Closingdate of this Agreement, there will be (A) no shares of capital stock or other voting securities of CMYF are issued, reserved for issuance or outstanding, and (B) other than CMYF Stock Options, CMYF does not have or is not bound by any outstanding securitiessubscriptions, options, warrants, calls, rights, commitmentsconvertible securities, agreements, arrangements commitments or undertakings agreements of any kind to which the Parent is a party or by which it is bound character obligating the Parent CMYF to issue, deliver or sell, or cause to be issued, delivered or sold, any additional common shares of capital stock of the Parent CMYF (including any rights plan or other equity or voting securities of the Parent agreement) or obligating the Parent CMYF to issue, grant, extend or enter into any such security, option, warrant, call, right, commitmentconvertible security, commitment or agreement, arrangement or undertaking. As CMYF does not have and is not bound by any rights of immediately prior any character relating to the Closingpurchase, sale or issuance or voting of, or right to receive dividends or other distributions on shares of CMYF Common Stock, or any other security of CMYF or any securities representing the right to vote, purchase or otherwise receive any shares of CMYF Common Stock or any other security of CMYF. Other than as stated herein, there will be are no outstanding securities or instruments that contain any redemption or similar provisions, and there are no outstanding contractual obligations, commitments, understandings or arrangements obligations of the Parent CMYF to repurchase, redeem or otherwise acquire or make any payment in respect of any common stock of the Parent or any other securities of the Parent. As of immediately prior to the Closing, there will be no agreements or arrangements pursuant to which the Parent is or could be required to register the Parent’s common stock or other securities under the Securities Act or other agreements or arrangements with or among any holders of the Parent or with respect to any securities of the Parent. The issuance of the Parent Stock will not trigger any anti-dilution rights of any existing securities of the Parent. Except as disclosed in the Parent’s public securities filings, as of the Closing, there will be no rights, subscriptions, warrants, options, conversion rights, or agreements of any kind outstanding to purchase from the Parent, or otherwise require the Parent to issue, any shares of capital stock of CMYF. (vi) Other than the Parent Voting Agreements and as set forth in CMYF’s Disclosure Letter, there are no voting trusts, stockholder agreements, proxies or similar agreements to which CMYF is a party in effect with respect to the voting or transfer of CMYF Common Stock or other voting securities or obligations equity interests of CMYF or granting any kind convertible into stockholder or exchangeable for other person any shares of capital stock of the Parentregistration rights. CMYF does not have in effect a “poison pill” or similar stockholder rights plan.

Capital Structure. The authorized capital stock of the Parent consists of 75,000,000 100,000,000 shares of Common Stock, par value $0.00001 per share (“Parent Common Stock”), and 100,000,000 shares of which 3,915,160 preferred stock, par value $0.00001 per share. As of the date hereof (i) 6,173,600 shares shall of Parent Common Stock are issued and outstanding, (ii) no shares of preferred stock are outstanding and (iii) no shares of Parent Common Stock or preferred stock are held by the Parent in its treasury. Except as set forth above, no shares of capital stock or other voting securities of the Parent were issued, reserved for issuance or outstanding. All outstanding shares of the capital stock of the Parent are, and all such shares that may be issued and outstanding immediately prior to the Closing. Except as disclosed in the Parent’s public securities filings, as of immediately prior to the Closing, there date hereof will be no outstanding when issued, duly authorized, validly issued, fully paid and nonassessable and not subject to or issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the General Corporation Law of the State of Nevada, the Parent Charter, the Parent Bylaws or any Contract to which the Parent is a party or otherwise bound. There are not any bonds, debentures, notes or other indebtedness or other securities of the Parent having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which shareholders holders of the ParentParent Common Stock may vote (“Voting Parent Debt”). Except as disclosed in the Parent’s public securities filingsset forth above, as of immediately prior to the Closingdate of this Agreement, there will be no outstanding securities, are not any options, warrants, callsrights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, agreementsContracts, arrangements or undertakings of any kind to which the Parent is a party or by which it is bound (i) obligating the Parent to issue, deliver or sell, or cause to be issued, delivered or sold, additional common shares of capital stock or other equity interests in, or any security convertible or exercisable for or exchangeable into any capital stock of or other equity interest in, the Parent or other equity or voting securities of the any Voting Parent or Debt, (ii) obligating the Parent to issue, grant, extend or enter into any such security, option, warrant, call, right, security, commitment, agreementContract, arrangement or undertakingundertaking or (iii) that give any person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights occurring to holders of the capital stock of the Parent. As of immediately prior to the Closingdate of this Agreement, there will be no are not any outstanding contractual obligations, commitments, understandings or arrangements obligations of the Parent to repurchase, redeem or otherwise acquire or make any payment in respect of any common stock of the Parent or any other securities of the Parent. As of immediately prior to the Closing, there will be no agreements or arrangements pursuant to which the Parent is or could be required to register the Parent’s common stock or other securities under the Securities Act or other agreements or arrangements with or among any holders of the Parent or with respect to any securities of the Parent. The issuance of the Parent Stock will not trigger any anti-dilution rights of any existing securities of the Parent. Except as disclosed in the Parent’s public securities filings, as of the Closing, there will be no rights, subscriptions, warrants, options, conversion rights, or agreements of any kind outstanding to purchase from the Parent, or otherwise require the Parent to issue, any shares of capital stock of the Parent or securities or obligations of any kind convertible into or exchangeable for any shares of capital stock of the Parent. Except as set forth in the Parent Disclosure Letter, the Parent is not a party to any agreement granting any securityholder of the Parent the right to cause the Parent to register shares of the capital stock or other securities of the Parent held by such securityholder under the Securities Act. The stockholder list provided to the Company is a current stockholder list generated by its stock transfer agent, and such list accurately reflects all of the issued and outstanding shares of the Parent’s Common Stock.

Capital Structure. The authorized capital stock of the Parent consists of 75,000,000 two hundred million (200,000,000) shares of Common Stock, and one million (100,000,000) shares of preferred stock, par value $0.0001 per share, of which 3,915,160 8,901,034 and 195,501 are issued and outstanding, respectively. Parent also has warrants outstanding for the purchase of 7,487,895 shares shall of its Common Stock, and options outstanding for the purchase of 448,775 shares of its Common Stock. In addition, Parent has $5,072,232 in outstanding convertible debt that may be converted into no more than 12,680,580 shares of Common Stock, depending on the conversion price. No other shares of capital stock or other voting securities of the Parent are issued, reserved for issuance or outstanding. All outstanding shares of the capital stock of the Parent, and all such shares that may be issued and outstanding immediately prior to the Closingdate hereof will be when issued, duly authorized, validly issued, fully paid and non-assessable and not subject to or issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the Nevada Revised Statutes, the Parent Charter, the Parent Bylaws or any Contract to which the Parent is a party or otherwise bound. Except as disclosed set forth in the Parent’s public securities filings, Parent Disclosure Schedule as of immediately prior to the Closingdate of this Agreement, there will be are no outstanding bonds, debentures, notes or other indebtedness or other securities of the Parent having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which shareholders holders of the ParentAcquisition Shares Stock may vote (“Voting Parent Debt”). Except as disclosed set forth in the Parent’s public securities filingsParent Disclosure Schedule, as of immediately prior to the Closingdate of this Agreement, there will be are no outstanding securities, options, warrants, callsrights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, agreementsContracts, arrangements or undertakings of any kind to which the Parent is a party or by which it is bound (i) obligating the Parent to issue, deliver or sell, or cause to be issued, delivered or sold, additional common shares of capital stock or other equity interests in, or any security convertible or exercisable for or exchangeable into any capital stock of or other equity interest in, the Parent or other equity or voting securities of the any Voting Parent or Debt, (ii) obligating the Parent to issue, grant, extend or enter into any such security, option, warrant, call, right, security, commitment, agreementContract, arrangement or undertaking. As of immediately prior undertaking or (iii) that give any person the right to receive any economic benefit or right similar to or derived from the Closing, there will be no outstanding contractual obligations, commitments, understandings or arrangements of the Parent economic benefits and rights occurring to repurchase, redeem or otherwise acquire or make any payment in respect of any common stock of the Parent or any other securities of the Parent. As of immediately prior to the Closing, there will be no agreements or arrangements pursuant to which the Parent is or could be required to register the Parent’s common stock or other securities under the Securities Act or other agreements or arrangements with or among any holders of the Parent or with respect to any securities of the Parent. The issuance of the Parent Stock will not trigger any anti-dilution rights of any existing securities capital stock of the Parent. Except as disclosed set forth in the Parent’s public securities filingsParent Disclosure Schedule, as the Parent is not a party to any agreement granting any security holder of the Closing, there will be no rights, subscriptions, warrants, options, conversion rights, or agreements of any kind outstanding Parent the right to purchase from the Parent, or otherwise require cause the Parent to issue, any register shares of the capital stock or other securities of the Parent or securities or obligations of any kind convertible into or exchangeable for any shares of capital stock of held by such security holder under the ParentSecurities Act.

Capital Structure. The authorized capital stock of the Parent consists of 75,000,000 shares of Common Stock300 million Parent Shares, of which 3,915,160 shares shall be 41,825,000 Parent Shares are issued and outstanding immediately prior on the date hereof (subject to the Closingtransactions referenced in Article VI herein). Except as disclosed in Section 5.3(b) of the Parent Disclosure Schedule sets forth each subsidiary of the Parent’s public securities filings, as showing the jurisdiction of immediately prior its incorporation or organization. Parent is the sole record and beneficial owner of all of the issued and outstanding equity interests of each of its subsidiaries. All outstanding equity interests of Parent and each of its subsidiaries are duly authorized, validly issued, fully paid and nonassessable and not subject to or issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the Closingapplicable Laws of its jurisdiction of formation, there will be no outstanding the Parent Constituent Instruments or any Contract to which the Parent is a party or otherwise bound. There are not any bonds, debentures, notes or other indebtedness or other securities of the Parent or any of its subsidiaries having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which shareholders holders of Parent Shares or the Parentcapital stock of any of its subsidiaries may vote. Except as disclosed in the Parent’s public securities filings, as of immediately prior to the Closing, there will be no outstanding securities, There are not any options, warrants, callsrights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, agreementsContracts, arrangements or undertakings of any kind to which the Parent or any of its subsidiaries is a party or by which it any of them is bound (i) obligating the Parent or any of its subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional common shares of capital stock or other equity interests in, or any security convertible or exercisable for or exchangeable into any capital stock of or other equity interest in, the Parent or other equity or voting securities any of its subsidiaries, (ii) obligating the Parent or obligating the Parent any of its subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, security, commitment, agreementContract, arrangement or undertaking. As undertaking or (iii) 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 immediately prior to the Closing, there will be no outstanding contractual obligations, commitments, understandings or arrangements capital stock of the Parent or of any of its subsidiaries. There are not any outstanding contractual obligations of the Parent or any subsidiary to repurchase, redeem or otherwise acquire or make any payment in respect of any common stock of the Parent or any other securities of the Parent. As of immediately prior to the Closing, there will be no agreements or arrangements pursuant to which the Parent is or could be required to register the Parent’s common stock or other securities under the Securities Act or other agreements or arrangements with or among any holders of the Parent or with respect to any securities of the Parent. The issuance of the Parent Stock will not trigger any anti-dilution rights of any existing securities of the Parent. Except as disclosed in the Parent’s public securities filings, as of the Closing, there will be no rights, subscriptions, warrants, options, conversion rights, or agreements of any kind outstanding to purchase from the Parent, or otherwise require the Parent to issue, any shares of capital stock of the Parent or securities or obligations of any kind convertible into or exchangeable for any shares of capital stock of the Parentsubsidiary.

Capital Structure. (a) The authorized capital stock of the Parent consists of 75,000,000 250,000,000 shares of Parent Common Stock, of which 3,915,160 138,000,000 shares shall be are issued and outstanding immediately as of the close of business on the day prior to the Closing. Except as disclosed in the Parent’s public securities filingsdate hereof and 10,000,000 shares of preferred stock, par value $0.001 per share (“Parent Preferred Stock”), of which zero shares are issued and outstanding as of immediately the close of business on the day prior to the Closingdate hereof. No shares of capital stock are held in Parent’s treasury. All outstanding shares of Parent Capital Stock are duly authorized, validly issued, fully paid and non-assessable and were issued in compliance with all applicable federal and state securities laws. (b) Part 3.2(b) of the Parent Disclosure Schedule lists each holder of Parent Capital Stock and the number and type of shares of Parent Capital Stock held by such holder. (c) The shares of Parent Common Stock issuable as Merger Consideration, upon issuance on the terms and conditions contemplated in this Agreement, would be duly authorized, validly issued, fully paid and non-assessable. (d) There is no existing option, warrant, call, right or contract to which Parent is a party requiring, and there will be are no equity interests in Parent outstanding which upon conversion or exchange would require, the issuance, sale or transfer of any additional shares of Parent Capital Stock or other equity securities in Parent or other securities convertible into, exchangeable for or evidencing the right to subscribe for or purchase shares of capital stock or other equity securities in Parent. (e) (i) None of the outstanding shares of Parent Capital Stock are entitled or subject to any preemptive right, right of repurchase or forfeiture, right of participation, right of maintenance or any similar right; (ii) none of the outstanding shares of Parent Capital Stock are subject to any right of first refusal in favor of Parent; (iii) there are no outstanding bonds, debentures, notes or other indebtedness or other securities of the Parent Acquiring Companies having the a right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which shareholders the stockholders of the Parent. Except as disclosed in the Parent’s public securities filings, as of immediately prior Parent have a right to the Closing, vote; (iv) there will be is no outstanding securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind Contract to which the Parent is Acquiring Companies are a party relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or from granting any option or similar right with respect to), any shares of Parent Capital Stock. None of the Acquiring Companies is under any obligation, or is bound by any Contract pursuant to which it is bound obligating the Parent to issuemay become obligated, deliver or sell, or cause to be issued, delivered or sold, additional common stock of the Parent or other equity or voting securities of the Parent or obligating the Parent to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking. As of immediately prior to the Closing, there will be no outstanding contractual obligations, commitments, understandings or arrangements of the Parent to repurchase, redeem or otherwise acquire or make any payment in respect outstanding shares of any common stock of the Parent or any other securities of the Parent. As of immediately prior to the Closing, there will be no agreements or arrangements pursuant to which the Parent is or could be required to register the Parent’s common stock Capital Stock or other securities under the Securities Act or other agreements or arrangements with or among any holders of the Parent or with respect to any securities of the Parent. The issuance of the Parent Stock will not trigger any anti-dilution rights of any existing securities of the Parent. Except as disclosed in the Parent’s public securities filings, as of the Closing, there will be no rights, subscriptions, warrants, options, conversion rights, or agreements of any kind outstanding to purchase from the Parent, or otherwise require the Parent to issue, any shares of capital stock of the Parent or securities or obligations of any kind convertible into or exchangeable for any shares of capital stock of the Parentsecurities.

Capital Structure. The authorized capital stock of the Parent consists of 75,000,000 shares of Common Parent Stock, par value $0.001 per share, and 5,000,000 shares of preferred stock, par value $0.001 per share, of which 3,915,160 (a) 8,400,000 shares shall be of Parent Stock are issued and outstanding immediately (before giving effect to the issuances to be made at Closing) (b) no shares of preferred stock are outstanding, and (c) no shares of Parent Stock or preferred stock are held by the Parent in its treasury. No other shares of capital stock or other voting securities of the Parent are issued, reserved for issuance or outstanding. All outstanding shares of the capital stock of the Parent are, and all such shares that may be issued prior to the Closing. Except as disclosed in the Parent’s public securities filings, as of immediately prior to the Closing, there date hereof will be no outstanding when issued, duly authorized, validly issued, fully paid and non-assessable and not subject to or issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the General Corporation Law of the State of Delaware, the Parent Charter, the Parent Bylaws or any Contract to which the Parent is a party or otherwise bound. There are not any bonds, debentures, notes or other indebtedness or other securities of the Parent having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which shareholders holders of the ParentParent Stock may vote (“Voting Parent Debt”). Except as disclosed in the Parent’s public securities filingsset forth above, as of immediately prior to the Closingdate of this Agreement, there will be are no outstanding securities, options, warrants, callsrights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, agreementsContracts, arrangements or undertakings of any kind to which the Parent is a party or by which it is bound (a) obligating the Parent to issue, deliver or sell, or cause to be issued, delivered or sold, additional common shares of capital stock or other equity interests in, or any security convertible or exercisable for or exchangeable into any capital stock of or other equity interest in, the Parent or other equity or voting securities of the any Voting Parent or Debt, (b) obligating the Parent to issue, grant, extend or enter into any such security, option, warrant, call, right, security, commitment, agreementContract, arrangement or undertakingundertaking or (c) that give any person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights occurring to holders of the capital stock of the Parent. As of immediately prior to the Closingdate of this Agreement, there will be are no outstanding contractual obligations, commitments, understandings or arrangements obligations of the Parent to repurchase, redeem or otherwise acquire or make any payment in respect of any common stock of the Parent or any other securities of the Parent. As of immediately prior to the Closing, there will be no agreements or arrangements pursuant to which the Parent is or could be required to register the Parent’s common stock or other securities under the Securities Act or other agreements or arrangements with or among any holders of the Parent or with respect to any securities of the Parent. The issuance of the Parent Stock will not trigger any anti-dilution rights of any existing securities of the Parent. Except as disclosed in the Parent’s public securities filings, as of the Closing, there will be no rights, subscriptions, warrants, options, conversion rights, or agreements of any kind outstanding to purchase from the Parent, or otherwise require the Parent to issue, any shares of capital stock of the Parent or securities or obligations of any kind convertible into or exchangeable for any shares of capital stock of the Parent. The Parent is not a party to any agreement granting any securityholder of the Parent the right to cause the Parent to register shares of the capital stock or other securities of the Parent held by such securityholder under the Securities Act. The stockholder list provided to the Company is a current stockholder list generated by the Parent’s stock transfer agent, and such list accurately reflects all of the issued and outstanding shares of the Parent Stock as at the Closing.

Capital Structure. The authorized capital stock of the Parent consists of 75,000,000 Two Hundred and Thirty Million (230,000,000) shares of Common Stockcommon stock, par value $0.0001 per share, and Twenty Million (20,000,000) shares of preferred stock, par value $0.0001 per share, of which 3,915,160 (i) no shares shall be of Parent Stock are issued and outstanding immediately (ii) no shares of preferred stock are outstanding, and (iii) no shares of Parent Stock or preferred stock are held by the Parent in its treasury. No other shares of capital stock or other voting securities of the Parent are issued, reserved for issuance or outstanding. All outstanding shares of the capital stock of the Parent are, and all such shares that may be issued prior to the Closing. Except as disclosed in the Parent’s public securities filings, as of immediately prior to the Closing, there date hereof will be when issued, duly authorized, validly issued, fully paid and non-assessable and not subject to or issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the Nevada Revised Statutes, the Parent Charter, the Parent Bylaws or any Contract to which the Parent is a party or otherwise bound. There are no outstanding bonds, debentures, notes or other indebtedness or other securities of the Parent having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which shareholders holders of the ParentParent Stock may vote (“Voting Parent Debt”). Except as disclosed set forth in the Parent’s public securities filingsParent Disclosure Schedule, as of immediately prior to the Closingdate of this Agreement, there will be are no outstanding securities, options, warrants, callsrights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, agreementsContracts, arrangements or undertakings of any kind to which the Parent is a party or by which it is bound (i) obligating the Parent to issue, deliver or sell, or cause to be issued, delivered or sold, additional common shares of capital stock or other equity interests in, or any security convertible or exercisable for or exchangeable into any capital stock of or other equity interest in, the Parent or other equity or voting securities of the any Voting Parent or Debt, (ii) obligating the Parent to issue, grant, extend or enter into any such security, option, warrant, call, right, security, commitment, agreementContract, arrangement or undertaking. As of immediately prior undertaking or (iii) that give any person the right to receive any economic benefit or right similar to or derived from the Closing, there will be no outstanding contractual obligations, commitments, understandings or arrangements of the Parent economic benefits and rights occurring to repurchase, redeem or otherwise acquire or make any payment in respect of any common stock of the Parent or any other securities of the Parent. As of immediately prior to the Closing, there will be no agreements or arrangements pursuant to which the Parent is or could be required to register the Parent’s common stock or other securities under the Securities Act or other agreements or arrangements with or among any holders of the Parent or with respect to any securities capital stock of the Parent. The issuance Parent is not a party to any agreement granting any security holder of the Parent Stock will not trigger any anti-dilution rights the right to cause the Parent to register shares of any existing the capital stock or other securities of the Parent. Except as disclosed in Parent held by such security holder under the Parent’s public securities filings, as of the Closing, there will be no rights, subscriptions, warrants, options, conversion rights, or agreements of any kind outstanding to purchase from the Parent, or otherwise require the Parent to issue, any shares of capital stock of the Parent or securities or obligations of any kind convertible into or exchangeable for any shares of capital stock of the ParentSecurities Act.

Capital Structure. The authorized capital stock At the close of the business on January 13, 2017, 2,027,019,539 Parent consists of 75,000,000 shares of Common StockOrdinary Shares were in issue, including: 162,645,590 Parent Ordinary Shares held in treasury and 64,104,930 Parent Ordinary Shares represented by 31,993,191 Parent ADSs and, of which, 5,301,012 Parent Ordinary Shares were held in trust to satisfy Parent’s share-based compensation arrangements (the “Parent Share Plans”). At the close of business on January 13, 2017, 6,252,884 Parent Share Awards over Parent Ordinary Shares were outstanding which 3,915,160 may be satisfied by the allotment of new Parent Ordinary Shares from time to time or by a transfer of Parent Ordinary Shares held in trust. Except as set forth above, at the close of business on January 13, 2017, no Parent Ordinary Shares, or other equity, voting or ownership interests in, Parent were issued or reserved for issuance. All Parent Ordinary Shares in issue are, and all such shares shall that may be issued and outstanding immediately prior to the ClosingEffective Time will be when issued, duly authorized, validly issued and fully paid and not subject to or issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the UK Companies Xxx 0000, the articles of association of Parent (the “Parent Articles”) or any Contract to which Parent is a party or otherwise bound (other than any Contracts to which the Company or any Company Subsidiary is a party or otherwise bound). Except The Parent ADSs to be issued as disclosed Merger Consideration will, when issued, be legally issued, entitle the holders thereof to the rights specified in the Parent’s public securities filingsDeposit Agreement, as and not be subject to or issued in violation of immediately prior to the Closingany purchase option, there will be no outstanding bondscall option, debenturesright of first refusal, notes preemptive right, subscription right or other indebtedness or other securities any similar right under any provision of the UK Companies Xxx 0000, the Parent Articles or any Contract to which Parent is a party or otherwise bound (other than any Contracts to which the Company or any Company Subsidiary is a party or otherwise bound). There is no Indebtedness of Parent having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which shareholders holders of the ParentParent Ordinary Shares may vote (“Parent Voting Debt”). Except as disclosed in for awards pursuant to the Parent’s public securities filingsParent Share Plans, as of immediately prior to the Closing, date of this Agreement there will be are no outstanding securities, options, warrants, callsrights, convertible or exchangeable securities, other securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, agreementsContracts, arrangements or undertakings of any kind to which the Parent is a party or by which it is bound (other than any Contracts, arrangements or undertakings to which the Company or any Company Subsidiary is a party or by which any of them is bound) (x) obligating the Parent to issue, grant, deliver or sell, or cause to be issued, granted, delivered or sold, additional common stock shares of, or other equity, voting or 27 ownership interests in, or any security convertible or exercisable for or exchangeable into any shares of the or other equity, voting or ownership interest in, Parent or other equity or voting securities of the any Parent or Voting Debt, (y) obligating the Parent to issue, grant, sell, extend or enter into any such security, option, warrant, call, right, security, unit, commitment, agreementContract, arrangement or undertakingundertaking 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 accruing to holders of Parent Ordinary Shares. As of immediately prior to the Closingdate of this Agreement, there will be no are not any outstanding contractual obligations, commitments, understandings or arrangements obligations of the Parent to repurchase, redeem or otherwise acquire or make any payment in respect of any common stock of the Parent or any other securities of the Parent. As of immediately prior to the Closingshares of, there will be no agreements or arrangements pursuant to which the Parent is or could be required to register the Parent’s common stock or other securities under the Securities Act equity, voting or other agreements or arrangements with or among any holders of the Parent or with respect to any securities of the Parent. The issuance of the Parent Stock will not trigger any anti-dilution rights of any existing securities of the Parent. Except as disclosed in the Parent’s public securities filingsownership interests in, as of the Closing, there will be no rights, subscriptions, warrants, options, conversion rights, or agreements of any kind outstanding to purchase from the Parent, or otherwise require the Parent to issue, any shares of capital stock of the Parent or securities or obligations of any kind convertible into or exchangeable for any shares of capital stock of the Parent.

Capital Structure. The authorized capital stock of the Parent consists of 75,000,000 100,000,000 shares of Common Parent Stock, and 10,000,000 shares of which 3,915,160 preferred stock, par value $0.001 per share. As of the date of this Agreement (a) 500,016 shares shall of Parent Stock are issued and outstanding; (b) no shares of preferred stock are outstanding and (c) no shares of Parent Stock or preferred stock are held by the Parent in its treasury. Except as set forth above, no shares of capital stock or other voting securities of the Parent are issued, reserved for issuance or outstanding. All outstanding shares of the capital stock of the Parent are, and all such shares that may be issued and outstanding immediately prior to the Closing. Except as disclosed in the Parent’s public securities filings, as of immediately prior to the Closing, there date hereof will be no outstanding when issued, duly authorized, validly issued, fully paid and nonassessable and not subject to or issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the General Corporation Law of the State of Nevada, the Parent Charter, the Parent Bylaws or any Contract to which the Parent is a party or otherwise bound. There are not any bonds, debentures, notes or other indebtedness or other securities of the Parent having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which shareholders holders of the ParentParent Stock may vote (“ Voting Parent Debt”). Except as disclosed in the Parent’s public securities filings, as of immediately prior to the Closing, there will be no outstanding securities, There are not any options, warrants, callsrights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, agreementsContracts, arrangements or undertakings of any kind to which the Parent is a party or by which it is bound (a) obligating the Parent to issue, deliver or sell, or cause to be issued, delivered or sold, additional common shares of capital stock or other equity interests in, or any security convertible or exercisable for or exchangeable into any capital stock of or other equity interest in, the Parent or other equity or voting securities of the any Voting Parent or Debt, (b) obligating the Parent to issue, grant, extend or enter into any such security, option, warrant, call, right, security, commitment, agreementContract, arrangement or undertakingundertaking or (c) that give any person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights occurring to holders of the capital stock of the Parent. As of immediately prior to the Closingdate of this Agreement, there will be no are not any outstanding contractual obligations, commitments, understandings or arrangements obligations of the Parent to repurchase, redeem or otherwise acquire or make any payment in respect of any common stock of the Parent or any other securities of the Parent. As of immediately prior to the Closing, there will be no agreements or arrangements pursuant to which the Parent is or could be required to register the Parent’s common stock or other securities under the Securities Act or other agreements or arrangements with or among any holders of the Parent or with respect to any securities of the Parent. The issuance of the Parent Stock will not trigger any anti-dilution rights of any existing securities of the Parent. Except as disclosed in the Parent’s public securities filings, as of the Closing, there will be no rights, subscriptions, warrants, options, conversion rights, or agreements of any kind outstanding to purchase from the Parent, or otherwise require the Parent to issue, any shares of capital stock of the Parent or securities or obligations of any kind convertible into or exchangeable for any shares of capital stock of the Parent.

Capital Structure. The authorized capital stock of the Parent consists of 75,000,000 25,000,000 shares of Parent Common Stock, . There are (i) 723,546 shares of which 3,915,160 shares shall be Parent Common Stock issued and outstanding, (ii) outstanding immediately prior options which entitle their holder to the Closingpurchase 150,000 shares of Parent Common Stock at an exercise price of $1.00 per share, and (iii) no shares of Parent Common Stock held by Parent in its treasury. Except as disclosed set forth above and the shares of Parent capital stock to be issued in connection with the Parent’s public Financing and pursuant to the IP Purchase Agreement, no shares of capital stock or other voting securities filingsof Parent are issued, as reserved for issuance or outstanding. All outstanding shares of immediately the capital stock of Parent are, and all such shares that may be issued prior to or in connection with the Closing, there Closing will be no outstanding when issued, duly authorized, validly issued, fully paid and nonassessable and not subject to or issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right. There are not any bonds, debentures, notes or other indebtedness or other securities of the Parent having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which shareholders holders of the ParentParent Common Stock may vote (“Voting Parent Debt”). Except as disclosed in the Parent’s public securities filings, as of immediately prior to the Closingset forth above, there will be no outstanding securities, are not any options, warrants, callsrights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, agreementsContracts, arrangements or undertakings of any kind to which the Parent is a party or by which it is bound (i) obligating the Parent to issue, deliver or sell, or cause to be issued, delivered or sold, additional common shares of capital stock of the Parent or other equity interests in, or voting securities any security convertible or exercisable for or exchangeable into any capital stock of the or other equity interest in, Parent or any Voting Parent Debt, (ii) obligating the Parent to issue, grant, extend or enter into any such security, option, warrant, call, right, security, commitment, agreementContract, arrangement or undertakingundertaking or (iii) that give any person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights occurring to holders of the capital stock of Parent. As of immediately prior to the Closing, there will be no There are not any outstanding contractual obligations, commitments, understandings or arrangements obligations of the Parent to repurchase, redeem or otherwise acquire or make any payment in respect of any common stock of the Parent or any other securities of the Parent. As of immediately prior to the Closing, there will be no agreements or arrangements pursuant to which the Parent is or could be required to register the Parent’s common stock or other securities under the Securities Act or other agreements or arrangements with or among any holders of the Parent or with respect to any securities of the Parent. The issuance of the Parent Stock will not trigger any anti-dilution rights of any existing securities of the Parent. Except as disclosed in the Parent’s public securities filings, as of the Closing, there will be no rights, subscriptions, warrants, options, conversion rights, or agreements of any kind outstanding to purchase from the Parent, or otherwise require the Parent to issue, any shares of capital stock of the Parent or securities or obligations of any kind convertible into or exchangeable Parent. Except for any registration rights to be provided to the investors and selling broker-dealers in the Financing, Parent is not a party to any agreement granting any securityholder of Parent the right to cause Parent to register shares of the capital stock or other securities of Parent held by such securityholder under the ParentSecurities Act.

Capital Structure. The authorized capital stock of the Parent SSKY consists of 75,000,000 shares 225,000,000 SSKY Shares. As of Common StockNovember 2, of which 3,915,160 shares shall be 2010, (A) 80,583,239 SSKY Shares are issued and outstanding immediately prior to outstanding. Since the Closingdate of this Agreement, SSKY has not issued SSKY Shares. Except as disclosed set forth above, no shares of capital stock or other voting securities of SSKY are issued, reserved for issuance or outstanding. All outstanding shares of the capital stock of SSKY are duly authorized, validly issued, fully paid and nonassessable and not subject to or issued in the Parent’s public securities filingsviolation of any purchase option, as call option, right of immediately prior to the Closingfirst refusal, there will be preemptive right, subscription right or any similar right. There are no outstanding bonds, debentures, notes or other indebtedness or other securities of the Parent SSKY having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which shareholders holders of the ParentSSKY Shares may vote (“Voting SSKY Debt”). Except as disclosed in set forth on the Parent’s public securities filingsSSKY Disclosure Letter, as of immediately prior to the Closing, there will be There are no outstanding securities, options, warrants, callsrights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, agreementsContracts, arrangements or undertakings of any kind to which the Parent SSKY is a party or by which it is bound (i) obligating the Parent SSKY to issue, deliver or sell, or cause to be issued, delivered or sold, additional common shares of capital stock of the Parent or other equity interests in, or voting securities any security convertible or exercisable for or exchangeable into any capital stock of the Parent or other equity interest in, SSKY or any Voting SSKY Debt, (ii) obligating the Parent SSKY to issue, grant, extend or enter into any such security, option, warrant, call, right, security, commitment, agreementContract, arrangement or undertakingundertaking or (iii) that give any person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights occurring to holders of the capital stock of SSKY. As of immediately prior to the Closing, there will be There are no outstanding contractual obligations, commitments, understandings or arrangements obligations of the Parent SSKY to repurchase, redeem or otherwise acquire or make any payment in respect of any common stock of the Parent or any other securities of the Parent. As of immediately prior to the Closing, there will be no agreements or arrangements pursuant to which the Parent is or could be required to register the Parent’s common stock or other securities under the Securities Act or other agreements or arrangements with or among any holders of the Parent or with respect to any securities of the Parent. The issuance of the Parent Stock will not trigger any anti-dilution rights of any existing securities of the Parent. Except as disclosed in the Parent’s public securities filings, as of the Closing, there will be no rights, subscriptions, warrants, options, conversion rights, or agreements of any kind outstanding to purchase from the Parent, or otherwise require the Parent to issue, any shares of capital stock of SSKY. SSKY is not a party to any agreement granting any securityholder of SSKY the Parent or securities or obligations of any kind convertible into or exchangeable for any right to cause SSKY to register shares of the capital stock or other securities of SSKY held by such securityholder under the Act. At the Effective Time, SSKY shall deliver to ecoTECH a certified stockholder list generated by its stock transfer agent which shall accurately reflect all of the Parentissued and outstanding SSKY Shares.

Capital Structure. The authorized capital stock of the Parent consists of 75,000,000 shares of Common Stock, of which 3,915,160 shares shall be issued and outstanding immediately prior to the Closing. Except as disclosed in the Parent’s public securities filings, as of immediately prior to the Closing, there will be no outstanding bonds, debentures, notes or other indebtedness or other securities of the Parent having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which shareholders of the Parent. Except as disclosed in the Parent’s public securities filings, as of immediately prior to the Closing, there will be no outstanding securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind to which the Parent is a party or by which it is bound obligating the Parent to issue, deliver or sell, or cause to be issued, delivered or sold, additional common stock of the Parent or other equity or voting securities of the Parent or obligating the Parent to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking. As of immediately prior to the Closing, there will be no outstanding contractual obligations, commitments, understandings or arrangements of the Parent to repurchase, redeem or otherwise acquire or make any payment in respect of any common stock of the Parent or any other securities of the Parent. As of immediately prior to the Closing, there will be no agreements or arrangements pursuant to which the Parent is or could be required to register the Parent’s common stock or other securities under the Securities Act or other agreements or arrangements with or among any holders of the Parent or with respect to any securities of the Parent. The issuance of the Parent Stock will not trigger any anti-dilution rights of any existing securities of the Parent. Except as disclosed in the Parent’s public securities filings, as of the Closing, Parent’s authorized capital will consist of (a) 100,000,000 shares of common stock, $.0001 no par value per share, authorized, of which 7,075,000 shares are issued and outstanding, 6,000,000 of which are freely tradable without any restrictions or Encumbrances and 1,075,000 of which are restricted under the Securities Act, (i) with each holder thereof being entitled to cast one vote for each share held on all matters properly submitted to the shareholders for their vote; and (ii) there will be being no rights, subscriptions, warrants, options, conversion rightspre-preemptive rights and no cumulative voting; and (b) no shares of preferred stock or any other class of security. The recent cancellation of 8 million shares of common stock by Parent was duly authorized. Parent has no shares reserved for issuance pursuant to a stock option plan or pursuant to securities exercisable for, or agreements convertible into or exchangeable for shares of any kind common stock. All of the issued and outstanding to purchase from the Parent, or otherwise require the Parent to issue, any shares of capital stock of the Parent are duly authorized, validly issued, fully paid and nonassessable. No shares of capital stock of Parent are subject to preemptive rights or any other similar rights. There are (i) no outstanding options, warrants, scrip, rights to subscribe for, puts, calls, rights of first refusal, agreements, understandings, claims or other commitments or rights of any character whatsoever relating to, or securities or obligations of any kind rights convertible into or exchangeable for any shares of capital stock of Parent or arrangements by which Parent is or may become bound to issue additional shares of capital stock of Parent, (ii) no agreements or arrangements under which the ParentParent is obligated to register the sale of any of its or their securities under the Securities Act, and (iii) no anti-dilution or price adjustment provisions contained in any security issued by Parent (or any agreement providing any such rights).

Capital Structure. The authorized capital stock of the Parent consists of 75,000,000 Seven Hundred Million (700,000,000) shares of Parent Common Stock, and Ten Million (10,000,000) shares of preferred stock, par value $0.001 per share, of which 3,915,160 (i) 99,715,566 shares shall be of Parent Common Stock are issued and outstanding immediately (ii) no shares of Preferred Stock are outstanding, and (iii) no shares of Parent Common Stock or preferred stock are held by the Parent in its treasury. Parent also has stock purchase warrants for the purchase of 62,500 shares of Parent Common Stock, 50,000,000 shares of Parent Common Stock reserved for issuance under existing stock incentive plans and stock options for the purchase of 11,555,000 shares of Parent Common Stock, outstanding, of which options to purchase 7,800,000 shares of Parent Common Stock will be cancelled in connection with the transactions contemplated by this Agreement. No other shares of capital stock or other voting securities of the Parent are issued, reserved for issuance or outstanding. All outstanding shares of the capital stock of the Parent, including the Parent Stock, are, and all such shares that may be issued prior to the Closing. Except as disclosed in the Parent’s public securities filings, as of immediately prior to the Closing, there date hereof will be when issued, duly authorized, validly issued, fully paid and non-assessable and not subject to or issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the Nevada Revised Statutes, the Parent Charter, the Parent Bylaws or any Contract to which the Parent is a party or otherwise bound. There are no outstanding bonds, debentures, notes or other indebtedness or other securities of the Parent having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which shareholders holders of the ParentParent Stock may vote (“Voting Parent Debt”). Except for the transactions described in Section 4.23, or as disclosed set forth in the Parent’s public securities filingsParent SEC Documents or the Parent Disclosure Schedule, as of immediately prior to the Closingdate of this Agreement, there will be are no outstanding securities, options, warrants, callsrights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, agreementsContracts, arrangements or undertakings of any kind to which the Parent is a party or by which it is bound (i) obligating the Parent to issue, deliver or sell, or cause to be issued, delivered or sold, additional common shares of capital stock or other equity interests in, or any security convertible or exercisable for or exchangeable into any capital stock of or other equity interest in, the Parent or other equity or voting securities of the any Voting Parent or Debt, (ii) obligating the Parent to issue, grant, extend or enter into any such security, option, warrant, call, right, security, commitment, agreementContract, arrangement or undertaking. As of immediately prior undertaking or (iii) that give any person the right to receive any economic benefit or right similar to or derived from the Closing, there will be no outstanding contractual obligations, commitments, understandings or arrangements of the Parent economic benefits and rights occurring to repurchase, redeem or otherwise acquire or make any payment in respect of any common stock of the Parent or any other securities of the Parent. As of immediately prior to the Closing, there will be no agreements or arrangements pursuant to which the Parent is or could be required to register the Parent’s common stock or other securities under the Securities Act or other agreements or arrangements with or among any holders of the Parent or with respect to any securities of the Parent. The issuance of the Parent Stock will not trigger any anti-dilution rights of any existing securities capital stock of the Parent. Except as disclosed set forth in the Parent’s public securities filingsParent SEC Documents or the Parent Disclosure Schedule, as the Parent is not a party to any agreement granting any security holder of the Closing, there will be no rights, subscriptions, warrants, options, conversion rights, or agreements of any kind outstanding Parent the right to purchase from the Parent, or otherwise require cause the Parent to issue, any register shares of the capital stock or other securities of the Parent or securities or obligations held by such security holder under the Securities Act. The Parent Disclosure Schedule includes a true and correct pro-forma capitalization table of any kind convertible into or exchangeable the Company: (i) immediately prior to consummation of the Merger contemplated by this Agreement and after giving effect to, among other transactions involving Parent Common Stock the transactions provided for any in Section 4.23 hereof and outstanding options and warrants; and (ii) immediately after consummation of the Merger after which Seller will own 50% of the issued and outstanding shares of capital stock of the ParentParent Common Stock.

Capital Structure. (a) The authorized capital stock of the Parent Company consists of 75,000,000 200,000,000 shares of Common StockStock and 20,000,000 shares of preferred stock. As of July 20, 2017, 124,597,673 shares of which 3,915,160 Common Stock were issued and outstanding, no shares shall be of preferred stock were issued and outstanding, and 9,748,168 shares of Common Stock were reserved for issuance pursuant to the equity grants outstanding under Equity Compensation Plans. No shares of Common Stock are held by any Subsidiary of the Company. Since July 20, 2017 to the date of this Agreement, there have been no issuances of Equity Securities other than securities that were reserved for issuance pursuant to the Equity Compensation Plans. All issued and outstanding immediately prior shares of the Company are duly authorized, validly issued, fully paid and non-assessable, and no class of the Company’s capital stock is entitled to preemptive or other similar rights. (b) Except for the Equity Securities issued or reserved for issuance pursuant to the Closing. Except Equity Compensation Plans and as disclosed contemplated by this Agreement, and the shares of Common Stock issuable pursuant to the litigation settlement described in the ParentCompany’s public securities filingsCurrent Report on Form 8-K filed with the SEC on July 20, as of immediately prior to the Closing2017, there will be are no outstanding bonds, debentures, notes or other indebtedness or other securities of the Parent having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which shareholders of the Parent. Except as disclosed in the Parent’s public securities filings, as of immediately prior to the Closing, there will be no outstanding securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind to which the Parent Company is a party or by which it is bound obligating the Parent Company to issue, deliver or sell, or cause to be issued, delivered or sold, additional common stock of the Parent Equity Securities or other equity or voting securities of the Parent Company or obligating the Parent Company to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking. As of immediately prior to the Closingdate of this Agreement, there will be are no outstanding contractual obligations, commitments, understandings or arrangements obligations of the Parent Company to repurchase, redeem or otherwise acquire any Equity Securities or make any payment in respect of any common stock of the Parent or any other securities of the Parent. As of immediately prior to the Closing, there will be no agreements or arrangements pursuant to which the Parent is or could be required to register the Parent’s common stock or other securities under the Securities Act or other agreements or arrangements with or among any holders of the Parent or with respect to any securities of the Parent. The issuance of the Parent Stock will not trigger any anti-dilution rights of any existing securities of the Parent. Except as disclosed in the Parent’s public securities filings, as of the Closing, there will be no rights, subscriptions, warrants, options, conversion rights, or agreements of any kind outstanding to purchase from the Parent, or otherwise require the Parent to issue, any shares of capital stock of the Parent or securities or obligations of any kind convertible into or exchangeable for any shares of capital stock of the ParentCompany.

Capital Structure. The authorized share capital of the Parent consists of One Hundred Twenty Million (120,000,000) shares with (i) One Hundred Million (100,000,000) of common stock authorized and Twenty-Seven Million Four Hundred Forty Thousand (27,440,000) shares outstanding; and (ii) Twenty Million (20,000,000) shares of preferred stock of which One Million (1,000,000) are designed as “Series A Voting Preferred Stock”, and no shares of Series A Voting Preferred Stock are issued and outstanding. All outstanding shares of the capital stock of the Parent consists are duly authorized, validly issued, fully paid and non-assessable and not subject to or issued in violation of 75,000,000 shares any purchase option, call option, right of Common Stockfirst refusal, preemptive right, subscription right or any similar right under any provision of the applicable corporate laws of its state of incorporation, the Parent Charter, the Parent Bylaws or any Contract to which 3,915,160 shares shall be issued and outstanding immediately prior to the ClosingParent is a party or otherwise bound. Except as disclosed in the Parent’s public securities filings, as of immediately prior to the Closing, there will be There are no outstanding bonds, debentures, notes or other indebtedness or other securities of the Parent having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which shareholders holders of the ParentParent Stock may vote (“Voting Parent Debt”). Except as disclosed set forth in the Parent’s public securities filingsthis Section 4.03, as of immediately prior to the Closingdate of this Agreement, there will be are no outstanding securities, options, warrants, callsrights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, agreementsContracts, arrangements or undertakings of any kind to which the Parent is a party or by which it is bound (i) obligating the Parent to issue, deliver or sell, or cause to be issued, delivered or sold, additional common shares of capital stock or other equity interests in, or any security convertible or exercisable for or exchangeable into any capital stock of or other equity interest in, the Parent or other equity or voting securities of the any Voting Parent or Debt, (ii) obligating the Parent to issue, grant, extend or enter into any such security, option, warrant, call, right, security, commitment, agreementContract, arrangement or undertakingundertaking or (iii) that give any person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights occurring to holders of the capital stock of the Parent. As of immediately prior to the Closingdate of this Agreement, there will be are no outstanding contractual obligations, commitments, understandings or arrangements obligations of the Parent to repurchase, redeem or otherwise acquire or make any payment in respect of any common stock of the Parent or any other securities of the Parent. As of immediately prior to the Closing, there will be no agreements or arrangements pursuant to which the Parent is or could be required to register the Parent’s common stock or other securities under the Securities Act or other agreements or arrangements with or among any holders of the Parent or with respect to any securities of the Parent. The issuance of the Parent Stock will not trigger any anti-dilution rights of any existing securities of the Parent. Except as disclosed in the Parent’s public securities filings, as of the Closing, there will be no rights, subscriptions, warrants, options, conversion rights, or agreements of any kind outstanding to purchase from the Parent, or otherwise require the Parent to issue, any shares of capital stock of the Parent or securities or obligations of any kind convertible into or exchangeable for any shares of capital stock of the Parent. The Parent is not a party to any agreement granting any security holder of the Parent the right to cause the Parent to register shares of the capital stock or other securities of the Parent held by such security holder under the Securities Act. The stockholder list provided to the Company is a current stockholder list generated by its stock transfer agent, and such list accurately reflects all of the issued and outstanding shares of the Parent Stock as at the Closing.

Capital Structure. The authorized capital stock (a) At the close of the business on January 13, 2017, 2,027,019,539 Parent consists of 75,000,000 shares of Common StockOrdinary Shares were in issue, including: 162,645,590 Parent Ordinary Shares held in treasury and 64,104,930 Parent Ordinary Shares represented by 31,993,191 Parent ADSs and, of which, 5,301,012 Parent Ordinary Shares were held in trust to satisfy Parent’s share-based compensation arrangements (the “Parent Share Plans”). At the close of business on January 13, 2017, 6,252,884 Parent Share Awards over Parent Ordinary Shares were outstanding which 3,915,160 may be satisfied by the allotment of new Parent Ordinary Shares from time to time or by a transfer of Parent Ordinary Shares held in trust. Except as set forth above, at the close of business on January 13, 2017, no Parent Ordinary Shares, or other equity, voting or ownership interests in, Parent were issued or reserved for issuance. All Parent Ordinary Shares in issue are, and all such shares shall that may be issued and outstanding immediately prior to the ClosingEffective Time will be when issued, duly authorized, validly issued and fully paid and not subject to or issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the UK Companies Xxx 0000, the articles of association of Parent (the “Parent Articles”) or any Contract to which Parent is a party or otherwise bound (other than any Contracts to which the Company or any Company Subsidiary is a party or otherwise bound). Except The Parent ADSs to be issued as disclosed Merger Consideration will, when issued, be legally issued, entitle the holders thereof to the rights specified in the Parent’s public securities filingsDeposit Agreement, as and not be subject to or issued in violation of immediately prior to the Closingany purchase option, there will be no outstanding bondscall option, debenturesright of first refusal, notes preemptive right, subscription right or other indebtedness or other securities any similar right under any provision of the UK Companies Xxx 0000, the Parent Articles or any Contract to which Parent is a party or otherwise bound (other than any Contracts to which the Company or any Company Subsidiary is a party or otherwise bound). There is no Indebtedness of Parent having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which shareholders holders of the ParentParent Ordinary Shares may vote (“Parent Voting Debt”). Except as disclosed in for awards pursuant to the Parent’s public securities filingsParent Share Plans, as of immediately prior to the Closing, date of this Agreement there will be are no outstanding securities, options, warrants, callsrights, convertible or exchangeable securities, other securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, agreementsContracts, arrangements or undertakings of any kind to which the Parent is a party or by which it is bound (other than any Contracts, arrangements or undertakings to which the Company or any Company Subsidiary is a party or by which any of them is bound) (x) obligating the Parent to issue, grant, deliver or sell, or cause to be issued, granted, delivered or sold, additional common stock shares of, or other equity, voting or ownership interests in, or any security convertible or exercisable for or exchangeable into any shares of the or other equity, voting or ownership interest in, Parent or other equity or voting securities of the any Parent or Voting Debt, (y) obligating the Parent to issue, grant, sell, extend or enter into any such security, option, warrant, call, right, security, unit, commitment, agreementContract, arrangement or undertakingundertaking 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 accruing to holders of Parent Ordinary Shares. As of immediately prior to the Closingdate of this Agreement, there will be no are not any outstanding contractual obligations, commitments, understandings or arrangements obligations of the Parent to repurchase, redeem or otherwise acquire any shares of, or make any payment in respect other equity, voting or ownership interests in, Parent. (b) During the period from the close of any common stock of the Parent or any other securities of the Parent. As of immediately prior business on January 13, 2017 to the Closingdate of this Agreement, there will be have been no agreements dividends, distributions or arrangements issuances by Parent of Parent Ordinary Shares, or other equity, voting or ownership interests in, Parent other than issuances of Parent Ordinary Shares in connection with the vesting, settlement or exercise of awards, as applicable, pursuant to which Parent Share Plans in accordance with their terms. To the Parent is or could be required to register the Knowledge of Parent’s common stock or other securities under the Securities Act or other , there are no irrevocable proxies and no voting agreements or arrangements with or among any holders of the Parent or with respect to any shares of the capital stock or other voting securities of the Parent. The issuance of the Parent Stock will not trigger any anti-dilution rights of any existing securities of the Parent. Except as disclosed in the Parent’s public securities filings, as of the Closing, there will be no rights, subscriptions, warrants, options, conversion rights, or agreements of any kind outstanding to purchase from the Parent, or otherwise require the Parent to issue, any shares of capital stock of the Parent or securities or obligations of any kind convertible into or exchangeable for any shares of capital stock of the Parent.

Capital Structure. The authorized capital stock of the Parent Windaus consists of 75,000,000 unlimited shares of Common common stock, $.001 par value and unlimited shares of Preferred Stock. As of the date hereof 60,000,000 shares of Windaus’s common stock and no shares of preferred stock are issued and outstanding. Except as set forth on Annex C, no shares of which 3,915,160 capital stock or other voting securities of Windaus are issued, reserved for issuance or outstanding. All outstanding shares shall of the capital stock of Windaus are, and all such shares that may be issued and outstanding immediately prior to the Closingdate hereof will be when issued, duly authorized, validly issued, fully paid and nonassessable and not subject to or issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of Wyoming law, the Windaus Charter, the Windaus Bylaws or any Contract to which Windaus is a party or otherwise bound. Except as disclosed in the Parent’s public securities filings, as of immediately prior to the Closingset forth on Annex C, there will be no outstanding are not any bonds, debentures, notes or other indebtedness or other securities of the Parent Windaus having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which shareholders holders of the ParentWindaus’s common stock may vote (“Voting Windaus Debt”). Except as disclosed in the Parent’s public securities filingsset forth on Aneex C, as of immediately prior to the Closingdate of this Agreement, there will be no outstanding securities, are not any options, warrants, callsrights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, agreementsContracts, arrangements or undertakings of any kind to which the Parent Windaus is a party or by which it is bound (a) obligating the Parent Windaus to issue, deliver or sell, or cause to be issued, delivered or sold, additional common shares of capital stock of the Parent or other equity interests in, or voting securities any security convertible or exercisable for or exchangeable into any capital stock of the Parent or other equity interest in, Windaus or any Voting Windaus Debt, (b) obligating the Parent Windaus to issue, grant, extend or enter into any such security, option, warrant, call, right, security, commitment, agreementContract, arrangement or undertakingundertaking or (c) that give any person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights occurring to holders of the capital stock of Windaus. As of immediately prior to the Closingdate of this Agreement, there will be no are not any outstanding contractual obligations, commitments, understandings or arrangements obligations of the Parent Windaus to repurchase, redeem or otherwise acquire or make any payment in respect of any common stock of the Parent or any other securities of the Parent. As of immediately prior to the Closing, there will be no agreements or arrangements pursuant to which the Parent is or could be required to register the Parent’s common stock or other securities under the Securities Act or other agreements or arrangements with or among any holders of the Parent or with respect to any securities of the Parent. The issuance of the Parent Stock will not trigger any anti-dilution rights of any existing securities of the Parent. Except as disclosed in the Parent’s public securities filings, as of the Closing, there will be no rights, subscriptions, warrants, options, conversion rights, or agreements of any kind outstanding to purchase from the Parent, or otherwise require the Parent to issue, any shares of capital stock of Windaus. The stockholder list provided to WindStream is a current stockholder and such list accurately reflects all of the Parent or securities or obligations of any kind convertible into or exchangeable for any issued and outstanding shares of capital stock of the ParentWindaus’s common stock.

Capital Structure. The authorized capital stock of the Parent consists of 75,000,000 One Hundred Million (100,000,000) shares of Common Stockcommon stock, par value $0.0001 per share, and One Hundred Million (100,000,000) shares of preferred stock, par value $0.0001 per share, of which 3,915,160 (i) 34,100,000 shares shall be of Parent Stock are issued and outstanding; (ii) no shares of Parent preferred stock are issued and outstanding immediately and (iii) no shares of Parent Stock or preferred stock are held by the Parent in its treasury. Parent does not have any stock purchase warrants or stock options outstanding. No other shares of capital stock or other voting securities of the Parent are issued, reserved for issuance or outstanding. All outstanding shares of the capital stock of the Parent are, and all such shares that may be issued prior to the Closing. Except as disclosed in the Parent’s public securities filings, as of immediately prior to the Closing, there date hereof will be when issued, duly authorized, validly issued, fully paid and non-assessable and not subject to or issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the Nevada Revised Statutes, the Parent Charter, the Parent Bylaws or any Contract to which the Parent is a party or otherwise bound. There are no outstanding bonds, debentures, notes or other indebtedness or other securities of the Parent having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which shareholders holders of Parent Stock may vote (“Voting Parent Debt”). As of the Parent. Except as disclosed in the Parent’s public securities filings, as date of immediately prior to the Closingthis Agreement, there will be are no outstanding securities, options, warrants, callsrights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, agreementsContracts, arrangements or undertakings of any kind to which the Parent is a party or by which it is bound (i) obligating the Parent to issue, deliver or sell, or cause to be issued, delivered or sold, additional common shares of capital stock or other equity interests in, or any security convertible or exercisable for or exchangeable into any capital stock of or other equity interest in, the Parent or other equity or voting securities of the any Voting Parent or Debt, (ii) obligating the Parent to issue, grant, extend or enter into any such security, option, warrant, call, right, security, commitment, agreementContract, arrangement or undertaking. As of immediately prior undertaking or (iii) that give any person the right to receive any economic benefit or right similar to or derived from the Closing, there will be no outstanding contractual obligations, commitments, understandings or arrangements of the Parent economic benefits and rights occurring to repurchase, redeem or otherwise acquire or make any payment in respect of any common stock of the Parent or any other securities of the Parent. As of immediately prior to the Closing, there will be no agreements or arrangements pursuant to which the Parent is or could be required to register the Parent’s common stock or other securities under the Securities Act or other agreements or arrangements with or among any holders of the Parent or with respect to any securities capital stock of the Parent. The issuance Parent is not a party to any agreement granting any security holder of the Parent Stock will not trigger any anti-dilution rights the right to cause the Parent to register shares of any existing the capital stock or other securities of the Parent. Except as disclosed in Parent held by such security holder under the Parent’s public securities filings, as of the Closing, there will be no rights, subscriptions, warrants, options, conversion rights, or agreements of any kind outstanding to purchase from the Parent, or otherwise require the Parent to issue, any shares of capital stock of the Parent or securities or obligations of any kind convertible into or exchangeable for any shares of capital stock of the ParentSecurities Act.

Capital Structure. The authorized capital stock of the Parent consists of 75,000,000 shares of Parent Common Stock, $0.001 par value, of which 3,915,160 there are 7,873,750 common shares shall of Parent Common Stock are issued and outstanding. There are no shares of Parent Common Stock that are issuable upon the exercise of outstanding warrants, convertible notes, options and otherwise. All outstanding shares of capital stock of Parent are, and all shares which may be issued pursuant to this Agreement will be, when issued, duly authorized, validly issued, fully paid and outstanding immediately prior non-assessable and, not subject to preemptive rights, and issued in compliance with all applicable state and federal laws concerning the Closingissuance of securities. Except as disclosed in the Parent’s public securities filings, as of immediately prior to the Closing, there will be There are no outstanding bonds, debentures, notes or other indebtedness or other securities of the Parent having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which shareholders of the ParentParent may vote. Except as disclosed in the Parent’s public securities filings, as of immediately prior to the Closingset forth above, there will be are no outstanding securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind to which the Parent or any of its subsidiaries is a party or by which it any of them is bound obligating the Parent or any its subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional common shares of capital stock of the Parent or other equity or voting securities of the Parent or any of its subsidiaries or obligating the Parent or any of its subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity securities of Parent or any of its subsidiaries or obligating Parent or any of its subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking. As of immediately prior to the Closing, there will be There are no outstanding contractual obligations, commitments, understandings or arrangements of the Parent or any of its subsidiaries to repurchase, redeem or otherwise acquire or make any payment in respect of any common stock of the Parent or any other securities of the Parent. As of immediately prior to the Closing, there will be no agreements or arrangements pursuant to which the Parent is or could be required to register the Parent’s common stock or other securities under the Securities Act or other agreements or arrangements with or among any holders of the Parent or with respect to any securities of the Parent. The issuance of the Parent Stock will not trigger any anti-dilution rights of any existing securities of the Parent. Except as disclosed in the Parent’s public securities filings, as of the Closing, there will be no rights, subscriptions, warrants, options, conversion rights, or agreements of any kind outstanding to purchase from the Parent, or otherwise require the Parent to issue, any shares of capital stock of the Parent or securities or obligations any of any kind convertible into or exchangeable for any shares of its subsidiaries. The authorized capital stock of Sub consists of 75,000,000 shares of common stock, par value $0.001 per share, 390,000 shares of which have been validly issued, are fully paid and non-assessable, were issued in compliance with all applicable state and federal laws concerning the issuance of securities, and are owned by Parent, free and clear of any lien.

Capital Structure. The authorized capital stock of the Parent Pubco consists of 75,000,000 Seventy-Five Million (75,000,000) shares of Pubco Common Stock, par value $0.0001 per share. As of which 3,915,160 the date hereof, (i) 4,500,000 shares shall of Pubco Common Stock are issued and outstanding. Except as set forth above, no shares of capital stock or other voting securities of Pubco were issued, reserved for issuance or outstanding. All outstanding shares of the capital stock of Pubco are, and all such shares that may be issued and outstanding immediately prior to the Closing. Except as disclosed in the Parent’s public securities filings, as of immediately prior to the Closing, there date hereof will be no outstanding when issued, duly authorized, validly issued, fully paid and nonassessable and not subject to or issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the General Corporation Law of the State of Delaware, the Pubco Charter, the Pubco Bylaws or any Contract to which Pubco is a party or otherwise bound. There are not any bonds, debentures, notes or other indebtedness or other securities of the Parent Pubco having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which shareholders holders of the ParentPubco Common Stock may vote ("VOTING PUBCO DEBT"). Except as disclosed in the Parent’s public securities filingsset forth above, as of immediately prior to the Closingdate of this Agreement, there will be no outstanding securities, are not any options, warrants, callsrights, convertible or exchangeable securities, "phantom" stock rights, stock appreciation rights, stock-based performance units, commitments, agreementsContracts, arrangements or undertakings of any kind to which the Parent Pubco is a party or by which it is bound (i) obligating the Parent Pubco to issue, deliver or sell, or cause to be issued, delivered or sold, additional common shares of capital stock of the Parent or other equity interests in, or voting securities any security convertible or exercisable for or exchangeable into any capital stock of the Parent or other equity interest in, Pubco or any Voting Pubco Debt, (ii) obligating the Parent Pubco to issue, grant, extend or enter into any such security, option, warrant, call, right, security, commitment, agreementContract, arrangement or undertakingundertaking or (iii) that give any person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights occurring to holders of the capital stock of the Pubco. As of immediately prior to the Closingdate of this Agreement, there will be no are not any outstanding contractual obligations, commitments, understandings or arrangements obligations of the Parent Pubco to repurchase, redeem or otherwise acquire or make any payment in respect of any common stock of the Parent or any other securities of the Parent. As of immediately prior to the Closing, there will be no agreements or arrangements pursuant to which the Parent is or could be required to register the Parent’s common stock or other securities under the Securities Act or other agreements or arrangements with or among any holders of the Parent or with respect to any securities of the Parent. The issuance of the Parent Stock will not trigger any anti-dilution rights of any existing securities of the Parent. Except as disclosed in the Parent’s public securities filings, as of the Closing, there will be no rights, subscriptions, warrants, options, conversion rights, or agreements of any kind outstanding to purchase from the Parent, or otherwise require the Parent to issue, any shares of capital stock of Pubco. Except as set forth in Schedule 4.03, the Parent or securities or obligations of Pubco is not a party to any kind convertible into or exchangeable for any shares of capital stock of the Parent.agreement

Capital Structure. The authorized capital stock of the Parent consists of 75,000,000 Two Billion (2,000,000,000) shares of common stock, par value $0.001 per share (“Common Stock”), and 10,000,000 shares of preferred stock, par value $0.001 per share (“Preferred Stock”), of which 3,529,971 shares of Common Stock, and 0 shares of which 3,915,160 shares shall be Preferred Stock are issued and outstanding immediately (before giving effect to the issuances to be made at Closing). No other shares of capital stock or other voting securities of the Parent were issued, reserved for issuance or outstanding. All outstanding shares of the capital stock of the Parent are, and all such shares that may be issued prior to the Closing. Except as disclosed in the Parent’s public securities filings, as of immediately prior to the Closing, there date hereof will be when issued, duly authorized, validly issued, fully paid and non-assessable and not subject to or issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the Nevada Business Corporation Act, the Parent Charter, the Parent Bylaws or any Contract to which the Parent is a party or otherwise bound. There are no outstanding bonds, debentures, notes or other indebtedness or other securities of the Parent having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which shareholders holders of the ParentCommon Stock may vote (“Voting Parent Debt”). Except as disclosed in connection with the Parent’s public securities filingsTransactions, as of immediately prior to the Closingdate of this Agreement, there will be are no outstanding securities, options, warrants, callsrights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, agreementsContracts, arrangements or undertakings of any kind to which the Parent is a party or by which it is bound (i) obligating the Parent to issue, deliver or sell, or cause to be issued, delivered or sold, additional common shares of capital stock or other equity interests in, or any security convertible or exercisable for or exchangeable into any capital stock of or other equity interest in, the Parent or other equity or voting securities of the any Voting Parent or Debt, (ii) obligating the Parent to issue, grant, extend or enter into any such security, option, warrant, call, right, security, commitment, agreementContract, arrangement or undertakingundertaking or (iii) that give any person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights occurring to holders of the capital stock of the Parent. As of immediately prior to the Closingdate of this Agreement, there will be are no outstanding contractual obligations, commitments, understandings or arrangements obligations of the Parent to repurchase, redeem or otherwise acquire or make any payment in respect of any common stock of the Parent or any other securities of the Parent. As of immediately prior to the Closing, there will be no agreements or arrangements pursuant to which the Parent is or could be required to register the Parent’s common stock or other securities under the Securities Act or other agreements or arrangements with or among any holders of the Parent or with respect to any securities of the Parent. The issuance of the Parent Stock will not trigger any anti-dilution rights of any existing securities of the Parent. Except as disclosed in the Parent’s public securities filings, as of the Closing, there will be no rights, subscriptions, warrants, options, conversion rights, or agreements of any kind outstanding to purchase from the Parent, or otherwise require the Parent to issue, any shares of capital stock of the Parent or securities or obligations of any kind convertible into or exchangeable for any shares of capital stock of the Parent. The Parent is not a party to any agreement granting any security holder of the Parent the right to cause the Parent to register shares of the capital stock or other securities of the Parent held by such security holder under the Securities Act.

Capital Structure. The authorized capital stock of the Parent consists of 75,000,000 60,000,000 shares of Parent Common Stock, $0.001 par value, of which 3,915,160 1,498,952 shares shall be of Parent Common Stock are issued and outstanding. 550,109 shares of Parent Common Stock are issuable upon the exercise of outstanding immediately prior warrants, convertible notes and options. 3,000,000 shares of Parent Common Stock are reserved for issuance pursuant to Stock Option Plans (the Closing"Parent Stock Plans"). Also authorized are 2,000,000 shares of preferred stock, $0.001 par value, none of which is issued and outstanding. Except as disclosed set forth above, no shares of capital stock or other equity securities of Parent are issued, reserved for issuance or outstanding. All outstanding shares of capital stock of Parent are, and all shares which may be issued pursuant to this Agreement will be, when issued, duly authorized, validly issued, fully paid and nonassessable and, not subject to preemptive rights, and issued in compliance with all applicable state and federal laws concerning the Parent’s public securities filings, issuance of securities. Except as of immediately prior to the Closingset forth in Schedule 3.02(c), there will be are no outstanding bonds, debentures, notes or other ---------------- indebtedness or other securities of the Parent having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which shareholders of the ParentParent may vote. Except as disclosed in the Parent’s public securities filings, as of immediately prior to the Closingset forth above, there will be are no outstanding securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind to which the Parent or any of its subsidiaries is a party or by which it any of them is bound obligating the Parent or any its subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional common shares of capital stock of the Parent or other equity or voting securities of the Parent or any of its subsidiaries or obligating the Parent or any of its subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity securities of Parent or any of its subsidiaries or obligating Parent or any of its subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking. As of immediately prior to the Closing, there will be There are no outstanding contractual obligations, commitments, understandings or arrangements of the Parent or any of its subsidiaries to repurchase, redeem or otherwise acquire or make any payment in respect of any common stock of the Parent or any other securities of the Parent. As of immediately prior to the Closing, there will be no agreements or arrangements pursuant to which the Parent is or could be required to register the Parent’s common stock or other securities under the Securities Act or other agreements or arrangements with or among any holders of the Parent or with respect to any securities of the Parent. The issuance of the Parent Stock will not trigger any anti-dilution rights of any existing securities of the Parent. Except as disclosed in the Parent’s public securities filings, as of the Closing, there will be no rights, subscriptions, warrants, options, conversion rights, or agreements of any kind outstanding to purchase from the Parent, or otherwise require the Parent to issue, any shares of capital stock of the Parent or securities or obligations any of any kind convertible into or exchangeable for any shares of its subsidiaries. The authorized capital stock of Sub consists of 75,000 shares of common stock, no par value per share, 1,000 shares of which have been validly issued, are fully paid and nonassessable, were issued in compliance with all applicable state and federal laws concerning the issuance of securities, and are owned by Parent, free and clear of any lien.

Capital Structure. The authorized capital stock of the Parent ----------------- consists of 75,000,000 (i) 130,000,000 shares of Parent Class A Common Stock and (ii) 10,000,000 shares of preferred stock, par value $0.01 per share ("Parent Preferred Stock"). As of the close of business on September 22, 1997, there are (i) 52,097,548 shares of which 3,915,160 Parent Class A Common Stock and no shares shall be of Parent Preferred Stock issued and outstanding immediately prior outstanding; (ii) 739,363 shares of Parent Class A Common Stock held in the treasury of Parent; and (iii) 8,441,164 shares of Parent Class A Common Stock reserved for issuance pursuant to the ClosingEmployee Stock Plan, the 1993 Stock Plan for Non-Employee Directors, and the Amended and Restated 1993 Stock Plan (the "Parent Stock Plans"). Except as disclosed in the Parent’s public set forth above, no shares of capital stock or other equity securities filingsof Parent are issued, as reserved for issuance or outstanding. All outstanding shares of immediately prior capital stock of Parent are, and all shares which may be issued pursuant to the Closingthis Agreement will be, there will be when issued, duly authorized, validly issued, fully paid and nonassessable and not subject to preemptive rights. There are no outstanding bonds, debentures, notes or other indebtedness or other securities of the Parent having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which shareholders stockholders of the ParentParent may vote. Except as disclosed in the Parent’s public securities filings, as of immediately prior to the Closingset forth above, there will be are no outstanding securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind to which the Parent or any of its subsidiaries is a party or by which it any of them is bound obligating the Parent or any of its subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional common shares of capital stock of the Parent or other equity or voting securities of the Parent or any of its subsidiaries or obligating the Parent or any of its subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking. As of immediately prior Other than pursuant to the ClosingParent Stock Plans and the Citibank Equity Options Stock Buyback Program, there will be are no outstanding contractual obligations, commitments, understandings or arrangements of the Parent or any of its subsidiaries to repurchase, redeem or otherwise acquire or make any payment in respect of any common stock of the Parent or any other securities of the Parent. As of immediately prior to the Closing, there will be no agreements or arrangements pursuant to which the Parent is or could be required to register the Parent’s common stock or other securities under the Securities Act or other agreements or arrangements with or among any holders of the Parent or with respect to any securities of the Parent. The issuance of the Parent Stock will not trigger any anti-dilution rights of any existing securities of the Parent. Except as disclosed in the Parent’s public securities filings, as of the Closing, there will be no rights, subscriptions, warrants, options, conversion rights, or agreements of any kind outstanding to purchase from the Parent, or otherwise require the Parent to issue, any shares of capital stock of the Parent or securities or obligations any of any kind convertible into or exchangeable for any shares of its subsidiaries. The authorized capital stock of the Sub consists of 100 shares of common stock, par value $0.01 per share, all of which have been validly issued, are fully paid and nonassessable and are owned by Parent, free and clear of any Lien.

Capital Structure. (a) The authorized capital stock of the Parent consists of 75,000,000 360,000,000 shares of Parent Common Stock, 150,000 shares of which 3,915,160 preferred stock, par value $100.00 per share, and 5,000,000 shares shall of special stock, par value $1.12 ½ per share. As of June 30, 2004, (i) 111,909,727 shares of Parent Common Stock were issued and outstanding, (ii) 36,121,350 shares of Parent Common Stock were held by Parent in its treasury, (iii) 10,341,454 shares of Parent Common Stock were subject to outstanding Parent Stock Options and (vi) 4,347,586 shares of Parent Common Stock were reserved for issuance pursuant to the Parent Stock Plans. Except as set forth above, as of June 30, 2004, no shares of capital stock or other voting securities of Parent were issued, reserved for issuance or outstanding, and since June 30, 2004, no shares of capital stock or other voting securities of Parent were issued by Parent, except for shares of Parent Common Stock issued upon the exercise of Parent Stock Options outstanding as of June 30, 2004. There are no outstanding stock appreciation rights linked to the price of Parent Common Stock and granted under Parent Stock Plan or otherwise. All outstanding shares of Parent Common Stock are, and all such shares that may be issued and outstanding immediately prior to the Closing. Except as disclosed in the Parent’s public securities filings, as of immediately prior to the Closing, there Effective Time will be no outstanding when issued, duly authorized, validly issued, fully paid and nonassessable and not subject to or issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the DGCL, Parent Charter, Parent By-laws or any Contract to which Parent is a party or otherwise bound. There are not any bonds, debentures, notes or other indebtedness or other securities of the Parent having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which shareholders holders of the ParentParent Common Stock may vote (“Voting Parent Debt”). Except as disclosed in set forth above and except for the Parent’s public securities filingsParent Rights, as of immediately prior to the Closingdate of this Agreement, there will be no outstanding securities, are not any options, warrants, callsrights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, agreementsContracts, arrangements or undertakings of any kind to which the Parent or any Parent Subsidiary is a party or by which it any of them is bound (i) obligating the Parent or any Parent Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, additional common shares of capital stock or other Equity Interests in, or any security convertible or exercisable for or exchangeable into any capital stock of the or other Equity Interest in, Parent or other equity any Parent Subsidiary or voting securities of the any Voting Parent Debt, (ii) obligating Parent or obligating the any Parent Subsidiary to issue, grant, extend or enter into any such security, option, warrant, call, right, security, commitment, agreementContract, arrangement or undertakingundertaking or (iii) 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 Parent Common Stock. As of immediately prior to the Closingdate of this Agreement, there will be no are not any outstanding contractual obligations, commitments, understandings obligations of Parent or arrangements of the any Parent Subsidiary to repurchase, redeem or otherwise acquire or make any payment in respect of any common stock of the Parent or any other securities of the Parent. As of immediately prior to the Closing, there will be no agreements or arrangements pursuant to which the Parent is or could be required to register the Parent’s common stock or other securities under the Securities Act or other agreements or arrangements with or among any holders of the Parent or with respect to any securities of the Parent. The issuance of the Parent Stock will not trigger any anti-dilution rights of any existing securities of the Parent. Except as disclosed in the Parent’s public securities filings, as of the Closing, there will be no rights, subscriptions, warrants, options, conversion rights, or agreements of any kind outstanding to purchase from the Parent, or otherwise require the Parent to issue, any shares of capital stock of the Parent or securities any Parent Subsidiary. (b) All outstanding Parent Stock Options are evidenced by stock option award agreements. Parent has provided or obligations made available to the Company the standard form of any kind convertible into or exchangeable for any shares stock option award agreement, as well as those stock option award agreements that are materially different from the standard form of capital stock of the Parentoption award agreement.

Capital Structure. The authorized capital stock of the Parent consists of 75,000,000 One Hundred Million (100,000,000) shares of Common Stockcommon stock, par value $0.0001 per share, and Ten Million (10,000,000) shares of preferred stock, par value $0.0001 per share, of which 3,915,160 (i) 23,777,000 shares shall of Parent Stock are issued and outstanding, (ii) no shares of preferred stock are outstanding, and (iii) no shares of Parent Stock or preferred stock are held by the Parent in its treasury. No other shares of capital stock or other voting securities of the Parent were issued, reserved for issuance or outstanding. All outstanding shares of the capital stock of the Parent are, and all such shares that may be issued and outstanding immediately prior to the Closing. Except as disclosed in the Parent’s public securities filings, as of immediately prior to the Closing, there date hereof will be when issued, duly authorized, validly issued, fully paid and non-assessable and not subject to or issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the Florida Statutes, the Parent Charter, the Parent Bylaws or any Contract to which the Parent is a party or otherwise bound. There are no outstanding bonds, debentures, notes or other indebtedness or other securities of the Parent having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which shareholders holders of the ParentParent Stock may vote (“Voting Parent Debt”). Except as disclosed set forth in the Parent’s public securities filingsParent Disclosure Schedule, as of immediately prior to the Closingdate of this Agreement, there will be are no outstanding securities, options, warrants, callsrights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, agreementsContracts, arrangements or undertakings of any kind to which the Parent is a party or by which it is bound (i) obligating the Parent to issue, deliver or sell, or cause to be issued, delivered or sold, additional common shares of capital stock or other equity interests in, or any security convertible or exercisable for or exchangeable into any capital stock of or other equity interest in, the Parent or other equity or voting securities of the any Voting Parent or Debt, (ii) obligating the Parent to issue, grant, extend or enter into any such security, option, warrant, call, right, security, commitment, agreementContract, arrangement or undertakingundertaking or (iii) that give any person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights occurring to holders of the capital stock of the Parent. As of immediately prior to the Closingdate of this Agreement, there will be are no outstanding contractual obligations, commitments, understandings or arrangements obligations of the Parent to repurchase, redeem or otherwise acquire or make any payment in respect of any common stock of the Parent or any other securities of the Parent. As of immediately prior to the Closing, there will be no agreements or arrangements pursuant to which the Parent is or could be required to register the Parent’s common stock or other securities under the Securities Act or other agreements or arrangements with or among any holders of the Parent or with respect to any securities of the Parent. The issuance of the Parent Stock will not trigger any anti-dilution rights of any existing securities of the Parent. Except as disclosed in the Parent’s public securities filings, as of the Closing, there will be no rights, subscriptions, warrants, options, conversion rights, or agreements of any kind outstanding to purchase from the Parent, or otherwise require the Parent to issue, any shares of capital stock of the Parent or securities or obligations of any kind convertible into or exchangeable for any shares of capital stock of the Parent. The Parent is not a party to any agreement granting any security holder of the Parent the right to cause the Parent to register shares of the capital stock or other securities of the Parent held by such security holder under the Securities Act. The stockholder list provided to the Company is a current stockholder list generated by its stock transfer agent, and such list accurately reflects all of the issued and outstanding shares of the Parent Stock as at the Closing.

Capital Structure. The (a) As of the date hereof, the authorized capital stock of Parent (the "Parent Capital Stock") consists of 75,000,000 3,000,000 shares of Preferred Stock, par value $0.01 per share (the "Parent Preferred Stock") and 30,000,000 shares of Parent Common Stock, par value $0.01 per share. As of the date hereof, (i) 14,853,512 shares of Parent Common Stock are outstanding, all of which 3,915,160 were validly issued, fully paid and nonassessable, and free of preemptive rights; (ii) no shares shall be issued of Parent Preferred Stock are outstanding; (iii) 727,138 shares were reserved for issuance to employees pursuant to the 1989 Key Employee Stock Option Plan; (iv) 1,969,250 shares were reserved for issuance to employees pursuant to the 1999 Stock Option Plan (together with the 1989 Key Employee Stock Option Plan, the "Parent Incentive Plans"); and outstanding immediately (v) no shares were reserved for issuance pursuant to warrants. As of the date hereof, no shares of Parent Capital Stock are held in Parent's treasury. Stock options granted by Parent pursuant to Parent Incentive Plans are collectively referred to herein as "Parent Options". To Parent's knowledge, there is no basis for any claim against Parent or Acquisition Sub by any current or former holder of Parent Capital Stock with respect to the transactions contemplated by this Agreement, the Escrow Agreement or the Registration Rights Agreement. (b) Except as set forth in Section 2.2(b) or the Parent SEC Documents filed prior to the Closing. Except as disclosed in the Parent’s public securities filings, as of immediately prior to the Closingdate hereof, there will be is no outstanding bonds(i) option, debentureswarrant, notes call, right or other indebtedness or other securities of the Parent having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which shareholders of the Parent. Except as disclosed in the Parent’s public securities filings, as of immediately prior to the Closing, there will be no outstanding securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind similar agreement to which the Parent is a party or by which it Parent is bound obligating the Parent to issue, deliver or sell, or cause to be issued, delivered or sold, additional common stock shares of the Parent Capital Stock or other equity or voting securities of the Parent or obligating the Parent to issue, grant, extend or enter into any such security, option, warrant, call, rightright or similar agreement; (ii) outstanding security, commitment, agreement, arrangement instrument or undertaking. As of immediately prior to the Closing, there will be no outstanding contractual obligations, commitments, understandings or arrangements of the Parent to repurchase, redeem or otherwise acquire or make any payment in respect of any common stock of the Parent or any other securities of the Parent. As of immediately prior to the Closing, there will be no agreements or arrangements pursuant to which the Parent obligation that is or could be required to register the Parent’s common stock or other securities under the Securities Act or other agreements or arrangements with or among any holders of the Parent or with respect to any securities of the Parent. The issuance of the Parent Stock will not trigger any anti-dilution rights of any existing securities of the Parent. Except as disclosed in the Parent’s public securities filings, as of the Closing, there will be no rights, subscriptions, warrants, options, conversion rights, or agreements of any kind outstanding to purchase from the Parent, or otherwise require the Parent to issue, any shares of capital stock of the Parent or securities or obligations of any kind may become convertible into or exchangeable for any shares of Parent Capital Stock or other securities of Parent; (iii) rights agreement, stockholder rights plan (or similar plan commonly referred to as a "poison pill"); or (iv) condition or circumstance that may give rise to or provide a basis for the assertion of a claim by any Person to the effect that such Person is entitled to acquire or receive any shares of Parent Capital Stock or other securities of Parent. All outstanding Parent Options, all outstanding shares of Parent Capital Stock and all outstanding shares of capital stock of each Subsidiary of Parent have been granted and issued, and all Parent Options and shares of Parent Capital Stock to be granted and issued pursuant to the ParentParent Incentive Plans prior to the Closing will be granted and issued, in compliance with (i) all applicable securities laws and other applicable legal requirements, and (ii) all requirements set forth in applicable contracts. (c) Except as set forth in Section 2.2(c) or the Parent SEC Documents filed prior to the date hereof, of the Parent Disclosure Schedule, Parent does not have any outstanding bonds, debentures, notes or other obligations the holders of which have the right to vote (or are convertible into or exercisable for securities having the right to vote) with the stockholders of Parent on any matter.

Capital Structure. (a) The authorized share capital of Parent consists of an unlimited number of common shares (“Parent Common Shares”) and an unlimited number of preferred shares (“Parent Preferred Shares” and, together with the Parent Common Shares, the “Parent Capital Stock”). At the close of business on February 22, 2017, (i) 36,397,607 Parent Common Shares were issued and outstanding, (ii) 1,222,035 Parent Common Shares were reserved and available for issuance pursuant to the Parent Share Plans (a portion of which may be issued in settlement of 6,126,170 stock appreciation rights granted and outstanding under the Parent Share Plans) and (iii) no Parent Preferred Shares were issued and outstanding. Except as set forth in this Section 4.2(a), at the close of business on February 22, 2017, no shares of capital stock or voting securities of, or other equity interests in, Parent were issued, reserved for issuance or outstanding. Except pursuant to the Parent Share Plans (and awards thereunder), from the close of business on February 22, 2017 to the date of this Agreement, there have been no issuances by Parent of shares of capital stock or voting securities of, or other equity interests in, Parent. (b) All outstanding shares of Parent Capital Stock are duly authorized, validly issued, fully paid and non-assessable and not subject to, or issued in violation of, any purchase option, call option, right of first refusal, preemptive right, or subscription right or any similar right under applicable Law, the Parent Notice of Articles, the Parent Articles or any Contract to which Parent is a party or otherwise bound. The Parent Common Shares constituting the Stock Consideration will be, when issued, duly authorized, validly issued, fully paid and non-assessable and not subject to, or issued in violation of, any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of applicable Law, the Parent Notice of Articles, the Parent Articles or any Contract to which Parent is a party or otherwise bound. Except pursuant to the Parent Share Plans (and awards thereunder) and the Parent Rights Plan, there are not issued, reserved for issuance or outstanding, and there are not any outstanding obligations of Parent or any Parent Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, (i) any Parent Capital Stock or any capital stock of any Parent Subsidiary or any securities of Parent or any Parent Subsidiary convertible into or exchangeable or exercisable for shares of capital stock or voting securities of, or other equity interests in, Parent or any Parent Subsidiary, (ii) any warrants, calls, options or other rights to acquire from Parent or any Parent Subsidiary, or any other obligation of Parent or any Parent Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, any capital stock or voting securities of, or other equity interests in, Parent or any Parent Subsidiary or (iii) any rights issued by or other obligations of Parent or any Parent Subsidiary that are linked in any way to the price of any class of Parent Capital Stock or any shares of capital stock of any Parent Subsidiary, the value of Parent, any Parent Subsidiary or any part of Parent or any Parent Subsidiary or any dividends or other distributions declared or paid on any shares of Parent Capital stock or capital stock of any Parent Subsidiary. Except pursuant to the Parent consists Share Plans (and awards thereunder) and the Parent Rights Plan, there are not any outstanding obligations of 75,000,000 Parent or any of the Parent Subsidiaries to repurchase, redeem or otherwise acquire any shares of Common Stockcapital stock or voting securities or other equity interests of Parent or any Parent Subsidiary or any securities, interests, warrants, calls, options or other rights referred to in clauses (i), (ii) or (iii) of which 3,915,160 shares shall be issued and outstanding the immediately prior to the Closingpreceding sentence. Except as disclosed in the Parent’s public securities filingsThere are no debentures, as of immediately prior to the Closing, there will be no outstanding bonds, debentures, notes or other indebtedness or other securities Indebtedness of the Parent having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which shareholders of Parent may vote (“Parent Voting Debt”). Neither Parent nor any of the Parent Subsidiaries is a party to any voting agreement with respect to the voting of any capital stock or voting securities of, or other equity interests in, Parent. Except as disclosed in the Parent’s public securities filingsfor this Agreement, as neither Parent nor any of immediately prior to the Closing, there will be no outstanding securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind to which the Parent Subsidiaries is a party to any agreement pursuant to which any Person is entitled to elect, designate or by which it is bound obligating the nominate any director of Parent to issue, deliver or sell, or cause to be issued, delivered or sold, additional common stock any of the Parent or other equity or voting securities of the Parent or obligating the Parent to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking. As of immediately prior to the Closing, there will be no outstanding contractual obligations, commitments, understandings or arrangements of the Parent to repurchase, redeem or otherwise acquire or make any payment in respect of any common stock of the Parent or any other securities of the Parent. As of immediately prior to the Closing, there will be no agreements or arrangements pursuant to which the Parent is or could be required to register the Parent’s common stock or other securities under the Securities Act or other agreements or arrangements with or among any holders of the Parent or with respect to any securities of the Parent. The issuance of the Parent Stock will not trigger any anti-dilution rights of any existing securities of the Parent. Except as disclosed in the Parent’s public securities filings, as of the Closing, there will be no rights, subscriptions, warrants, options, conversion rights, or agreements of any kind outstanding to purchase from the Parent, or otherwise require the Parent to issue, any shares of capital stock of the Parent or securities or obligations of any kind convertible into or exchangeable for any shares of capital stock of the ParentSubsidiaries.

Capital Structure. The authorized capital stock of the Parent consists of 75,000,000 Seventy Five Million (75,000,000) shares of Common Stockcommon stock, par value $0.001 per share, of which 3,915,160 5,170,000 shares shall of Parent Stock are issued and outstanding. No other shares of capital stock or other voting securities of the Parent are issued, reserved for issuance or outstanding. All outstanding shares of the capital stock of the Parent are, and all such shares that may be issued and outstanding immediately prior to the Closing. Except as disclosed in the Parent’s public securities filings, as of immediately prior to the Closing, there date hereof will be when issued, duly authorized, validly issued, fully paid and non-assessable and not subject to or issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the Nevada Revised Statutes, the Parent Charter, the Parent Bylaws or any Contract to which the Parent is a party or otherwise bound. There are no outstanding bonds, debentures, notes or other indebtedness or other securities of the Parent having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which shareholders holders of the ParentParent Stock may vote (“Voting Parent Debt”). Except as disclosed set forth in the Parent’s public securities filingsParent SEC Documents or the Parent Disclosure Schedule, as of immediately prior to the Closingdate of this Agreement, there will be are no outstanding securities, options, warrants, callsrights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, agreementsContracts, arrangements or undertakings of any kind to which the Parent is a party or by which it is bound (i) obligating the Parent to issue, deliver or sell, or cause to be issued, delivered or sold, additional common shares of capital stock or other equity interests in, or any security convertible or exercisable for or exchangeable into any capital stock of or other equity interest in, the Parent or other equity or voting securities of the any Voting Parent or Debt, (ii) obligating the Parent to issue, grant, extend or enter into any such security, option, warrant, call, right, security, commitment, agreementContract, arrangement or undertaking. As of immediately prior undertaking or (iii) that give any person the right to receive any economic benefit or right similar to or derived from the Closing, there will be no outstanding contractual obligations, commitments, understandings or arrangements of the Parent economic benefits and rights occurring to repurchase, redeem or otherwise acquire or make any payment in respect of any common stock of the Parent or any other securities of the Parent. As of immediately prior to the Closing, there will be no agreements or arrangements pursuant to which the Parent is or could be required to register the Parent’s common stock or other securities under the Securities Act or other agreements or arrangements with or among any holders of the Parent or with respect to any securities of the Parent. The issuance of the Parent Stock will not trigger any anti-dilution rights of any existing securities capital stock of the Parent. Except as disclosed set forth in the Parent’s public securities filingsParent SEC Documents or the Parent Disclosure Schedule, as the Parent is not a party to any agreement granting any security holder of the Closing, there will be no rights, subscriptions, warrants, options, conversion rights, or agreements of any kind outstanding Parent the right to purchase from the Parent, or otherwise require cause the Parent to issue, any register shares of the capital stock or other securities of the Parent or securities or obligations of any kind convertible into or exchangeable for any shares of capital stock of held by such security holder under the ParentSecurities Act.

Capital Structure. (i) The authorized capital stock of the Parent consists of 75,000,000 shares of 10,000,000 Common Shares, without par value ("Parent Common Stock"), and 400,000 Preferred Shares, without par value ("Parent Preferred Stock"), of which 3,915,160 on the date hereof 6,717,715 shares shall be of Parent Common Stock are outstanding , 350,000 shares of Parent Common Stock are reserved for issuance under Parent's 2003 Stock Option Plan and 56,910 shares of Parent Common Stock are held by Parent in its treasury. There are on the date hereof no shares of Parent Preferred Stock outstanding, reserved for issuance or held by Parent in its treasury. (ii) No Voting Debt of Parent is issued or outstanding. All outstanding shares of Parent Common Stock are duly authorized, validly issued, fully paid and outstanding immediately prior nonassessable and not subject to preemptive rights. (iii) Except as set forth in the Parent SEC Documents (as defined in Section 3.2(d)) or a letter, if any, dated the date hereof and delivered to the Closing. Except Company concurrent with the execution of this Agreement (the "Parent Letter"), which relates to this Agreement and is designated therein as disclosed in the Parent’s public securities filings, as of immediately prior to the ClosingParent Letter, there will be is no outstanding bonds, debentures, notes or other indebtedness or other securities of the Parent having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which shareholders of the Parent. Except as disclosed in the Parent’s public securities filings, as of immediately prior to the Closing, there will be no outstanding securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind to which the Parent is a party or by which it is bound obligating the Parent to issue, deliver or sell, or cause to be issued, delivered or sold, additional common stock of the Parent or other equity or voting securities of the Parent or obligating the Parent to issue, grant, extend or enter into any such security, option, warrant, call, right (including any preemptive right), commitment, agreement, arrangement commitment or undertaking. As of immediately prior to the Closing, there will be no outstanding contractual obligations, commitments, understandings or arrangements of the Parent to repurchase, redeem or otherwise acquire or make any payment in respect other agreement of any common stock of the character that Parent or any Subsidiary is a party to, or may be bound by, requiring it to issue, transfer, sell, purchase or redeem any shares of capital stock, any Voting Debt, or any securities or rights convertible into, exchangeable for, or evidencing the right to subscribe for any shares of capital stock of Parent or any Subsidiary, or to provide funds to, or make an investment (in the form of a loan, capital contribution or otherwise) in, any of Parent's Subsidiaries or (excepting loans made in the ordinary course of a commercial banking business) any other securities of Person. (iv) Except as set forth in the Parent. As of immediately prior to Parent SEC Documents or the ClosingParent Letter, and except for this Agreement, there will be is no agreements voting trust or arrangements pursuant other agreement or understanding to which the Parent is or could be required to register the Parent’s common stock or other securities under the Securities Act or other agreements or arrangements with or among any holders of the Parent or any Subsidiary is a party, or may be bound by, with respect to any securities the voting of the Parent. The issuance capital stock of Parent or any Subsidiary. (v) Since December 31, 2002, except as set forth in the Parent Stock will SEC Documents or the Parent Letter, Parent has not trigger (A) issued or permitted to be issued any anti-dilution rights shares of any existing securities of the Parent. Except as disclosed in the Parent’s public securities filings, as of the Closing, there will be no rights, subscriptions, warrants, options, conversion rightscapital stock, or agreements securities exercisable for or convertible into shares of capital stock, of Parent or any kind outstanding to purchase from the ParentSubsidiary; (B) repurchased, redeemed or otherwise require the Parent to issueacquired, directly or indirectly through any Subsidiary, any shares of capital stock of the Parent or securities any Subsidiary (other than the acquisition of trust account shares); or obligations (C) declared, set aside, made or paid to shareholders of any kind convertible into Parent dividends or exchangeable for any other distributions on the outstanding shares of capital stock of the Parent, other than regular quarterly cash dividends.

Capital Structure. The authorized capital stock of the Parent consists of 75,000,000 Two Hundred Million (200,000,000) shares of Common Stockcommon stock, par value $0.0001 per share, and Fifty Million (50,000,000) shares of preferred stock, par value $0.0001 per share, of which 3,915,160 (i) 34,118,127 shares shall be of Parent Stock referenced on the SEC Reports are issued and outstanding immediately (ii) no shares of Preferred Stock are outstanding, and (iii) no shares of Parent Stock or preferred stock are held by the Parent in its treasury. Parent also has stock purchase warrants for the purchase of 1,500,000 shares of common stock, par value $0.0001 per share, and stock options for the purchase of 3,000,000 shares of common stock, par value $0.0001 per share, outstanding. No other shares of capital stock or other voting securities of the Parent are issued, reserved for issuance or outstanding. All outstanding shares of the capital stock of the Parent are, and all such shares that may be issued prior to the Closing. Except as disclosed in the Parent’s public securities filings, as of immediately prior to the Closing, there date hereof will be when issued, duly authorized, validly issued, fully paid and non-assessable and not subject to or issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the Nevada Revised Statutes, the Parent Charter, the Parent Bylaws or any Contract to which the Parent is a party or otherwise bound. There are no outstanding bonds, debentures, notes or other indebtedness or other securities of the Parent having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which shareholders holders of the ParentParent Stock may vote (“Voting Parent Debt”). Except as disclosed set forth in the Parent’s public securities filingsParent SEC Documents or the Parent Disclosure Schedule, as of immediately prior to the Closingdate of this Agreement, there will be are no outstanding securities, options, warrants, callsrights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, agreementsContracts, arrangements or undertakings of any kind to which the Parent is a party or by which it is bound (i) obligating the Parent to issue, deliver or sell, or cause to be issued, delivered or sold, additional common shares of capital stock or other equity interests in, or any security convertible or exercisable for or exchangeable into any capital stock of or other equity interest in, the Parent or other equity or voting securities of the any Voting Parent or Debt, (ii) obligating the Parent to issue, grant, extend or enter into any such security, option, warrant, call, right, security, commitment, agreementContract, arrangement or undertaking. As of immediately prior undertaking or (iii) that give any person the right to receive any economic benefit or right similar to or derived from the Closing, there will be no outstanding contractual obligations, commitments, understandings or arrangements of the Parent economic benefits and rights occurring to repurchase, redeem or otherwise acquire or make any payment in respect of any common stock of the Parent or any other securities of the Parent. As of immediately prior to the Closing, there will be no agreements or arrangements pursuant to which the Parent is or could be required to register the Parent’s common stock or other securities under the Securities Act or other agreements or arrangements with or among any holders of the Parent or with respect to any securities of the Parent. The issuance of the Parent Stock will not trigger any anti-dilution rights of any existing securities capital stock of the Parent. Except as disclosed set forth in the Parent’s public securities filingsParent SEC Documents or the Parent Disclosure Schedule, as the Parent is not a party to any agreement granting any security holder of the Closing, there will be no rights, subscriptions, warrants, options, conversion rights, or agreements of any kind outstanding Parent the right to purchase from the Parent, or otherwise require cause the Parent to issue, any register shares of the capital stock or other securities of the Parent or held by such security holder under the Securities Act. Prior to the Transactions, no securities or obligations of the Parent have been issued to any kind convertible into or exchangeable for any Person since the last filed SEC Report and prior to the Transactions the Parent intends to undertake a split such that at Closing there shall be approximately 37,000,000 shares of capital stock of the Parent.Parent Stock issued and outstanding

Capital Structure. The authorized capital stock of the Parent consists of 75,000,000 (1) 200,000,000 shares of Common Stockcommon stock, par value $0.001 per share, of which 3,915,160 (a) 25,782,444 shares shall be are issued and outstanding immediately (before giving effect to the issuances to be made at Closing), and (b) no shares of common stock are reserved by the Parent in its treasury; and (2) 20,000 shares of preferred stock, par value $0.001 per share, of which 0 shares are issued an outstanding as Series E Preferred Stock, and (b) no shares of preferred stock are reserved by the Parent in its treasury. No other shares of capital stock or other voting securities of the Parent are issued, reserved for issuance or outstanding. All outstanding shares of the capital stock of the Parent are, and all such shares that may be issued prior to the Closing. Except as disclosed in the Parent’s public securities filings, as of immediately prior to the Closing, there date hereof will be no outstanding when issued, duly authorized, validly issued, fully paid and non-assessable and not subject to or issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the Nevada Revised Statutes, the Parent Charter, the Parent Bylaws or any Contract to which the Parent is a party or otherwise bound. There are not any bonds, debentures, notes or other indebtedness or other securities of the Parent having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which shareholders holders of the ParentParent Shares may vote (“Voting Parent Debt”). Except as disclosed in the Parent’s public securities filingsset forth above, as of immediately prior to the Closingdate of this Agreement, there will be are no outstanding securities, options, warrants, callsrights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, agreementsContracts, arrangements or undertakings of any kind to which the Parent is a party or by which it is bound (a) obligating the Parent to issue, deliver or sell, or cause to be issued, delivered or sold, additional common shares of capital stock or other equity interests in, or any security convertible or exercisable for or exchangeable into any capital stock of or other equity interest in, the Parent or other equity or voting securities of the any Voting Parent or Debt, (b) obligating the Parent to issue, grant, extend or enter into any such security, option, warrant, call, right, security, commitment, agreementContract, arrangement or undertakingundertaking or (c) that give any person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights occurring to holders of the capital stock of the Parent. As of immediately prior to the Closingdate of this Agreement, there will be are no outstanding contractual obligations, commitments, understandings or arrangements obligations of the Parent to repurchase, redeem or otherwise acquire or make any payment in respect of any common stock of the Parent or any other securities of the Parent. As of immediately prior to the Closing, there will be no agreements or arrangements pursuant to which the Parent is or could be required to register the Parent’s common stock or other securities under the Securities Act or other agreements or arrangements with or among any holders of the Parent or with respect to any securities of the Parent. The issuance of the Parent Stock will not trigger any anti-dilution rights of any existing securities of the Parent. Except as disclosed in the Parent’s public securities filings, as of the Closing, there will be no rights, subscriptions, warrants, options, conversion rights, or agreements of any kind outstanding to purchase from the Parent, or otherwise require the Parent to issue, any shares of capital stock of the Parent or securities or obligations of any kind convertible into or exchangeable for any shares of capital stock of the Parent. The Parent is not a party to any agreement granting any security holder of the Parent the right to cause the Parent to register shares of the capital stock or other securities of the Parent held by such security holder under the Securities Act. The stockholder list provided to the Company is a current stockholder list generated by the Parent’s stock transfer agent, and such list accurately reflects all of the issued and outstanding shares of the Parent Shares as at the Closing.

Capital Structure. The authorized capital stock of the Parent consists of 75,000,000 20,000,000 shares of Parent Common Stock, 20,000,000 shares of Preferred Stock, 6,400,000 shares of which 3,915,160 were designated as 15% Senior Preferred Stock (the "Senior Preferred Stock") and [ ] shares shall be of which were designated as Junior Participating Cumulative Convertible Preferred Stock ("Junior Preferred Stock"). As of the date of this Agreement. 6,851,820 shares of Parent Common Stock are issued and outstanding immediately prior to outstanding, 3,000,000 shares of Senior Preferred Stock are issued and outstanding, [ ] shares of Junior Preferred Stock are issued and outstanding, and zero shares of Parent Common Stock are held by the ClosingCompany in its treasury. Except as disclosed set forth above, no shares of capital stock or other voting securities of the Parent are issued, reserved for issuance or outstanding. All outstanding shares of Parent Common Stock and Senior Preferred Stock are duly authorized, validly issued, fully paid and nonassessable and not subject to or issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the Parent’s public securities filingsDelaware General Corporation Law, as the certificate of immediately prior incorporation or by-laws of Parent or any Contract to the Closing, there will be no outstanding which Parent is a party or otherwise bound. There are not any bonds, debentures, notes or other indebtedness or other securities of the Parent having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which shareholders holders of the ParentParent Common Stock may vote ("Voting Company Debt"). Except as disclosed in the Parent’s public securities filingsset forth above, as of immediately prior to the Closingdate of this Agreement, there will be no outstanding securities, are not any options, warrants, callsrights, convertible or exchangeable securities, "phantom" stock rights, stock appreciation rights, stock-based performance units, commitments, agreementsContracts, arrangements or undertakings of any kind to which the Parent is a party or by which it is bound (i) obligating the Parent to issue, deliver or sell, or cause to be issued, delivered or sold, additional common shares of capital stock of the Parent or other equity interests in, or voting securities any security convertible or exercisable for or exchangeable into any capital stock of the or other equity interest in, Parent or any Voting Company Debt, (ii) obligating the Parent to issue, grant, extend or enter into any such security, option, warrant, call, right, security, commitment, agreementContract, arrangement or undertakingundertaking or (iii) 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 Parent Common Stock or Senior Preferred Stock. As of immediately prior to the Closingdate of this Agreement, there will be no are not any outstanding contractual obligations, commitments, understandings or arrangements obligations of the Parent to repurchase, redeem or otherwise acquire or make any payment in respect of any common stock of the Parent or any other securities of the Parent. As of immediately prior to the Closing, there will be no agreements or arrangements pursuant to which the Parent is or could be required to register the Parent’s common stock or other securities under the Securities Act or other agreements or arrangements with or among any holders of the Parent or with respect to any securities of the Parent. The issuance of the Parent Stock will not trigger any anti-dilution rights of any existing securities of the Parent. Except as disclosed in the Parent’s public securities filings, as of the Closing, there will be no rights, subscriptions, warrants, options, conversion rights, or agreements of any kind outstanding to purchase from the Parent, or otherwise require the Parent to issue, any shares of capital stock of the Parent or securities or obligations of any kind convertible into or exchangeable for any shares of capital stock of the Parent.

Capital Structure. The (i) As of April 30, 1998, the authorized capital stock of the Parent consists consisted of 75,000,000 shares of (A) 300,000,000 Parent Common Stock, Shares of which 3,915,160 110,507,970 shares shall be were outstanding and 267,867 were held in treasury, (B) 5,000,000 Class B Common Shares, without par value, none of which was outstanding or held in treasury and (C) 500,000 Non-Voting Preferred Shares, without par value, none of which was outstanding or held in treasury. As of April 30, 1998, 5,112,753 Parent Common Shares were reserved for issuance upon the exercise or conversion of options, warrants or convertible securities granted or issuable by Parent. All issued and outstanding immediately prior to shares of the Closing. Except as disclosed capital stock of Parent are duly authorized, validly issued, fully paid and nonassessable, and no shares of capital stock have been issued in the Parent’s public securities filings, as violation of immediately prior to the Closing, there will be no outstanding preemptive or similar rights. (ii) No bonds, debentures, notes or other indebtedness or other securities of the Parent having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which shareholders of the Parent. stockholders may vote ("PARENT VOTING DEBT") are issued or outstanding. (iii) Except as disclosed otherwise set forth in the Parent’s public securities filingsSection 3.2(b)(i), as of immediately prior to the ClosingApril 30, 1998, there will be are no outstanding securities, subscriptions, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind to which the Parent or any of its Subsidiaries is a party or by which it any of them is bound obligating the Parent or any of its Subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional common shares of capital stock of the Parent or other equity or voting securities of the Parent or any of its Subsidiaries or obligating the Parent or any of its Subsidiaries to issue, grant, extend or enter into any such security, subscription, option, warrant, call, right, commitment, agreement, arrangement or undertaking. As of immediately prior to the Closingdate of this Agreement, there will be are no outstanding contractual obligations, commitments, understandings or arrangements obligations of the Parent to repurchase, redeem or otherwise acquire or make any payment in respect of any common stock of the Parent or any other securities of the Parent. As of immediately prior to the Closing, there will be no agreements or arrangements pursuant to which the Parent is or could be required to register the Parent’s common stock or other securities under the Securities Act or other agreements or arrangements with or among any holders of the Parent or with respect to any securities of the Parent. The issuance of the Parent Stock will not trigger any anti-dilution rights of any existing securities of the Parent. Except as disclosed in the Parent’s public securities filings, as of the Closing, there will be no rights, subscriptions, warrants, options, conversion rights, or agreements of any kind outstanding to purchase from the Parent, or otherwise require the Parent to issue, any shares of capital stock of the Parent or securities or obligations of any kind convertible into or exchangeable for any shares of capital stock of the Parent.

Capital Structure. The authorized capital stock of the Parent consists of 75,000,000 100,000,000 shares of Common Stockcommon stock, par value $0.001 per share, of which 3,915,160 (a) 16,450,000 shares shall be are issued and outstanding immediately (before giving effect to the issuances to be made at Closing), and no shares of common stock are reserved by the Parent in its treasury. No other shares of capital stock or other voting securities of the Parent are issued, reserved for issuance or outstanding. All outstanding shares of the capital stock of the Parent are, and all such shares that may be issued prior to the Closing. Except as disclosed in the Parent’s public securities filings, as of immediately prior to the Closing, there date hereof will be no outstanding when issued, duly authorized, validly issued, fully paid and non-assessable and not subject to or issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the General Corporation Law of the State of Nevada, the Parent Charter, the Parent Bylaws or any Contract to which the Parent is a party or otherwise bound. There are not any bonds, debentures, notes or other indebtedness or other securities of the Parent having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which shareholders holders of the ParentParent Shares may vote (“Voting Parent Debt”). Except as disclosed in the Parent’s public securities filingsset forth above, as of immediately prior to the Closingdate of this Agreement, there will be are no outstanding securities, options, warrants, callsrights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, agreementsContracts, arrangements or undertakings of any kind to which the Parent is a party or by which it is bound (a) obligating the Parent to issue, deliver or sell, or cause to be issued, delivered or sold, additional common shares of capital stock or other equity interests in, or any security convertible or exercisable for or exchangeable into any capital stock of or other equity interest in, the Parent or other equity or voting securities of the any Voting Parent or Debt, (b) obligating the Parent to issue, grant, extend or enter into any such security, option, warrant, call, right, security, commitment, agreementContract, arrangement or undertakingundertaking or (c) that give any person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights occurring to holders of the capital stock of the Parent. As of immediately prior to the Closingdate of this Agreement, there will be are no outstanding contractual obligations, commitments, understandings or arrangements obligations of the Parent to repurchase, redeem or otherwise acquire or make any payment in respect of any common stock of the Parent or any other securities of the Parent. As of immediately prior to the Closing, there will be no agreements or arrangements pursuant to which the Parent is or could be required to register the Parent’s common stock or other securities under the Securities Act or other agreements or arrangements with or among any holders of the Parent or with respect to any securities of the Parent. The issuance of the Parent Stock will not trigger any anti-dilution rights of any existing securities of the Parent. Except as disclosed in the Parent’s public securities filings, as of the Closing, there will be no rights, subscriptions, warrants, options, conversion rights, or agreements of any kind outstanding to purchase from the Parent, or otherwise require the Parent to issue, any shares of capital stock of the Parent or securities or obligations of any kind convertible into or exchangeable for any shares of capital stock of the Parent. The Parent is not a party to any agreement granting any securityholder of the Parent the right to cause the Parent to register shares of the capital stock or other securities of the Parent held by such securityholder under the Securities Act. The stockholder list provided to the Company is a current stockholder list generated by the Parent’s stock transfer agent, and such list accurately reflects all of the issued and outstanding shares of the Parent Shares as at the Closing.

Capital Structure. The authorized capital stock of the Parent consists of 75,000,000 60,000,000 shares of Parent Common Stock, $0.001 par value, of which 3,915,160 5,775,114 shares shall be of Parent Common Stock are issued and outstanding immediately prior and 2,211,088 shares of Parent Common Stock are issuable upon the exercise of outstanding warrants, convertible notes and options pursuant to Stock Option Plans (the Closing"Parent Stock Plans") and otherwise. Also authorized are 2,000,000 shares of preferred stock, $0.001 par value, none of which is issued and outstanding. Except as disclosed set forth above, no shares of capital stock or other equity securities of Parent are issued, reserved for issuance or outstanding. All outstanding shares of capital stock of Parent are, and all shares which may be issued pursuant to this Agreement will be, when issued, duly authorized, validly issued, fully paid and nonassessable and, not subject to preemptive rights, and issued in compliance with all applicable state and federal laws concerning the Parent’s public securities filings, as issuance of immediately prior to the Closing, there will be securities. There are no outstanding bonds, debentures, notes or other indebtedness or other securities of the Parent having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which shareholders of the ParentParent may vote. Except as disclosed in the Parent’s public securities filings, as of immediately prior to the Closingset forth above, there will be are no outstanding securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind to which the Parent or any of its subsidiaries is a party or by which it any of them is bound obligating the Parent or any its subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional common shares of capital stock of the Parent or other equity or voting securities of the Parent or any of its subsidiaries or obligating the Parent or any of its subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity securities of Parent or any of its subsidiaries or obligating Parent or any of its subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking. As of immediately prior to the Closing, there will be There are no outstanding contractual obligations, commitments, understandings or arrangements of the Parent or any of its subsidiaries to repurchase, redeem or otherwise acquire or make any payment in respect of any common stock of the Parent or any other securities of the Parent. As of immediately prior to the Closing, there will be no agreements or arrangements pursuant to which the Parent is or could be required to register the Parent’s common stock or other securities under the Securities Act or other agreements or arrangements with or among any holders of the Parent or with respect to any securities of the Parent. The issuance of the Parent Stock will not trigger any anti-dilution rights of any existing securities of the Parent. Except as disclosed in the Parent’s public securities filings, as of the Closing, there will be no rights, subscriptions, warrants, options, conversion rights, or agreements of any kind outstanding to purchase from the Parent, or otherwise require the Parent to issue, any shares of capital stock of the Parent or securities or obligations any of any kind convertible into or exchangeable for any shares of its subsidiaries. The authorized capital stock of Sub consists of 75,000 shares of common stock, no par value per share, 1,000 shares of which have been validly issued, are fully paid and nonassessable, were issued in compliance with all applicable state and federal laws concerning the issuance of securities, and are owned by Parent, free and clear of any lien.

Capital Structure. The authorized capital stock of the Parent consists of 75,000,000 100,000,000 shares of Common Parent Stock, and 10,000,000 shares of which 3,915,160 preferred stock, par value $0.001 per share. As of the date of this Agreement (a) 500,004 shares shall of Parent Stock are issued and outstanding; (b) no shares of preferred stock are outstanding and (c) no shares of Parent Stock or preferred stock are held by the Parent in its treasury. Except as set forth above, no shares of capital stock or other voting securities of the Parent are issued, reserved for issuance or outstanding. All outstanding shares of the capital stock of the Parent are, and all such shares that may be issued and outstanding immediately prior to the Closing. Except as disclosed in the Parent’s public securities filings, as of immediately prior to the Closing, there date hereof will be no outstanding when issued, duly authorized, validly issued, fully paid and nonassessable and not subject to or issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the General Corporation Law of the State of Nevada, the Parent Charter, the Parent Bylaws or any Contract to which the Parent is a party or otherwise bound. There are not any bonds, debentures, notes or other indebtedness or other securities of the Parent having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which shareholders holders of the ParentParent Stock may vote (“Voting Parent Debt”). Except as disclosed in the Parent’s public securities filings, as of immediately prior to the Closing, there will be no outstanding securities, There are not any options, warrants, callsrights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, agreementsContracts, arrangements or undertakings of any kind to which the Parent is a party or by which it is bound (a) obligating the Parent to issue, deliver or sell, or cause to be issued, delivered or sold, additional common shares of capital stock or other equity interests in, or any security convertible or exercisable for or exchangeable into any capital stock of or other equity interest in, the Parent or other equity or voting securities of the any Voting Parent or Debt, (b) obligating the Parent to issue, grant, extend or enter into any such security, option, warrant, call, right, security, commitment, agreementContract, arrangement or undertakingundertaking or (c) that give any person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights occurring to holders of the capital stock of the Parent. As of immediately prior to the Closingdate of this Agreement, there will be no are not any outstanding contractual obligations, commitments, understandings or arrangements obligations of the Parent to repurchase, redeem or otherwise acquire or make any payment in respect of any common stock of the Parent or any other securities of the Parent. As of immediately prior to the Closing, there will be no agreements or arrangements pursuant to which the Parent is or could be required to register the Parent’s common stock or other securities under the Securities Act or other agreements or arrangements with or among any holders of the Parent or with respect to any securities of the Parent. The issuance of the Parent Stock will not trigger any anti-dilution rights of any existing securities of the Parent. Except as disclosed in the Parent’s public securities filings, as of the Closing, there will be no rights, subscriptions, warrants, options, conversion rights, or agreements of any kind outstanding to purchase from the Parent, or otherwise require the Parent to issue, any shares of capital stock of the Parent or securities or obligations of any kind convertible into or exchangeable for any shares of capital stock of the Parent.

Capital Structure. The authorized capital stock of the Parent consists of 75,000,000 shares of Common StockSmack consists, of which 3,915,160 shares shall be issued and outstanding immediately prior to the Closing. Except as disclosed in the Parent’s public securities filings, as of immediately prior to the Closing, there of (i) 70,000,000 shares of common stock, $0.001 par value per share, 27,621,237 shares of which are issued and outstanding, and (ii) 5,000,000 shares of preferred stock, $0.001 par value per share, 1,000,000 shares of which have been designated Series A Convertible Preferred Stock, none of which are issued and outstanding. No other class or series of capital stock is authorized or outstanding. Except as set forth above, no shares of capital stock or other voting securities of Smack were issued, reserved for issuance or outstanding. All outstanding shares of the capital stock of Smack are, and all such shares that may be issued prior to the date hereof will be no outstanding when issued, duly authorized, validly issued, fully paid and nonassessable and not subject to or issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the Nevada Revised Statutes, the Smack Charter, the Smack Bylaws or any Contract to which Smack is a party or otherwise bound. There are nol bonds, debentures, notes or other indebtedness or other securities of the Parent Smack having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which shareholders holders of common stock of Smack may vote (“Voting Smack Debt”). As of the Parent. Except as disclosed in the Parent’s public securities filings, as date of immediately prior to the Closingthis Agreement, there will be no outstanding securities, are not any options, warrants, callsrights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, agreementsContracts, arrangements or undertakings of any kind to which the Parent Smack is a party or by which it is bound (a) obligating the Parent Smack to issue, deliver or sell, or cause to be issued, delivered or sold, additional common shares of capital stock of the Parent or other equity interests in, or voting securities any security convertible or exercisable for or exchangeable into any capital stock of the Parent or other equity interest in, Smack or any Voting Smack Debt, (b) obligating the Parent Smack to issue, grant, extend or enter into any such security, option, warrant, call, right, security, commitment, agreementContract, arrangement or undertakingundertaking or (c) that give any person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights occurring to holders of the capital stock of Smack, other than the agreement with Xxxxxxx Xxxxxx. As of immediately prior to the Closingdate of this Agreement, there will be no are not any outstanding contractual obligations, commitments, understandings or arrangements obligations of the Parent Smack to repurchase, redeem or otherwise acquire or make any payment in respect of any common stock of the Parent or any other securities of the Parent. As of immediately prior to the Closing, there will be no agreements or arrangements pursuant to which the Parent is or could be required to register the Parent’s common stock or other securities under the Securities Act or other agreements or arrangements with or among any holders of the Parent or with respect to any securities of the Parent. The issuance of the Parent Stock will not trigger any anti-dilution rights of any existing securities of the Parent. Except as disclosed in the Parent’s public securities filings, as of the Closing, there will be no rights, subscriptions, warrants, options, conversion rights, or agreements of any kind outstanding to purchase from the Parent, or otherwise require the Parent to issue, any shares of capital stock of the Parent or securities or obligations of any kind convertible into or exchangeable for any shares of capital stock of the ParentSmack.

Capital Structure. (a) The authorized capital stock of the Parent consists of 75,000,000 16,667,000 shares of Parent Common Stock. As of the date hereof, (i) 2,839,323 shares of which 3,915,160 Parent Common Stock are issued and outstanding, (ii) no shares shall of any type of preferred stock of the Parent are authorized, issued or outstanding and (iii) no shares of Parent Common Stock are held by the Parent in its treasury. Except as set forth above, no shares of capital stock or other voting securities of Parent are issued, reserved for issuance or outstanding. All outstanding shares of the capital stock of Parent are, and all such shares that may be issued and outstanding immediately prior to the Closing. Except as disclosed in the Parent’s public securities filings, as of immediately prior to the Closing, there Closing will be no outstanding when issued, duly authorized, validly issued, fully paid and nonassessable and not subject to or issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right. There are not any bonds, debentures, notes or other indebtedness or other securities of the Parent having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which shareholders holders of the ParentParent Common Stock may vote (“Voting Parent Debt”). Except as disclosed in the Parent’s public securities filingsset forth above, as of immediately prior to the Closingdate of this Agreement, there will be no outstanding securities, are not any options, warrants, callsrights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, agreementsContracts, arrangements or undertakings of any kind to which the Parent is a party or by which it is bound (i) obligating the Parent to issue, deliver or sell, or cause to be issued, delivered or sold, additional common shares of capital stock of the Parent or other equity interests in, or voting securities any security convertible or exercisable for or exchangeable into any capital stock of the or other equity interest in, Parent or any Voting Parent Debt, (ii) obligating the Parent to issue, grant, extend or enter into any such security, option, warrant, call, right, security, commitment, agreementContract, arrangement or undertakingundertaking or (iii) that give any person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights occurring to holders of the capital stock of the Parent. As of immediately prior to the Closingdate of this Agreement, there will be no are not any outstanding contractual obligations, commitments, understandings or arrangements obligations of the Parent to repurchase, redeem or otherwise acquire or make any payment in respect of any common stock of the Parent or any other securities of the Parent. As of immediately prior to the Closing, there will be no agreements or arrangements pursuant to which the Parent is or could be required to register the Parent’s common stock or other securities under the Securities Act or other agreements or arrangements with or among any holders of the Parent or with respect to any securities of the Parent. The issuance of the Parent Stock will not trigger any anti-dilution rights of any existing securities of the Parent. Except as disclosed in the Parent’s public securities filings, as of the Closing, there will be no rights, subscriptions, warrants, options, conversion rights, or agreements of any kind outstanding to purchase from the Parent, or otherwise require the Parent to issue, any shares of capital stock of Parent. Except as set forth in Schedule 4.03, the Parent or securities or obligations is not a party to any agreement granting any securityholder of any kind convertible into or exchangeable for any the Parent the right to cause the Parent to register shares of the capital stock or other securities of the Parent held by such securityholder under the Securities Act. At the Closing, Parent shall deliver to the Company a certified stockholder list generated by its stock transfer agent which shall accurately reflect all of the issued and outstanding shares of the Parent’s Common Stock. (b) Prior to the Closing, the Parent shall amend and restate its Articles of Incorporation to authorize (i) One Hundred Million (100,000,000) shares of Parent Common Stock and (ii) Ten Million shares of preferred stock, $0.001 par value per share, of the Parent in such series and designations as may be authorized by the board of directors of the Parent.

Capital Structure. The authorized capital stock of the Parent consists of 75,000,000 Four Hundred Ninety-Nine Million (499,000,000) shares of Common Stockcommon stock, par value $0.001 per share, and One Million (1,000,000) shares of preferred stock, par value $0.001 per share, of which 3,915,160 (i) 69,788,996 shares shall of common stock are issued and outstanding, (ii) no shares of preferred stock are outstanding, and (iii) no shares of Parent Shares or preferred stock are held by the Parent in its treasury. No other shares of capital stock or other voting securities of the Parent were issued, reserved for issuance or outstanding. All outstanding shares of the capital stock of the Parent are, and all such shares that may be issued and outstanding immediately prior to the Closing. Except as disclosed in the Parent’s public securities filings, as of immediately prior to the Closing, there date hereof will be when issued, duly authorized, validly issued, fully paid and non-assessable and not subject to or issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the Nevada Statutes, the Parent Charter, the Parent Bylaws or any Contract to which the Parent is a party or otherwise bound. There are no outstanding bonds, debentures, notes or other indebtedness or other securities of the Parent having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which shareholders holders of the ParentParent Shares may vote (“Voting Parent Debt”). Except as disclosed set forth in the Parent’s public securities filingsParent Disclosure Schedule, as of immediately prior to the Closingdate of this Agreement, there will be are no outstanding securities, options, warrants, callsrights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, agreementsContracts, arrangements or undertakings of any kind to which the Parent is a party or by which it is bound (i) obligating the Parent to issue, deliver or sell, or cause to be issued, delivered or sold, additional common shares of capital stock or other equity interests in, or any security convertible or exercisable for or exchangeable into any capital stock of or other equity interest in, the Parent or other equity or voting securities of the any Voting Parent or Debt, (ii) obligating the Parent to issue, grant, extend or enter into any such security, option, warrant, call, right, security, commitment, agreementContract, arrangement or undertakingundertaking or (iii) that give any person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights occurring to holders of the capital stock of the Parent. As of immediately prior to the Closingdate of this Agreement, there will be are no outstanding contractual obligations, commitments, understandings or arrangements obligations of the Parent to repurchase, redeem or otherwise acquire or make any payment in respect of any common stock of the Parent or any other securities of the Parent. As of immediately prior to the Closing, there will be no agreements or arrangements pursuant to which the Parent is or could be required to register the Parent’s common stock or other securities under the Securities Act or other agreements or arrangements with or among any holders of the Parent or with respect to any securities of the Parent. The issuance of the Parent Stock will not trigger any anti-dilution rights of any existing securities of the Parent. Except as disclosed in the Parent’s public securities filings, as of the Closing, there will be no rights, subscriptions, warrants, options, conversion rights, or agreements of any kind outstanding to purchase from the Parent, or otherwise require the Parent to issue, any shares of capital stock of the Parent or securities or obligations of any kind convertible into or exchangeable for any shares of capital stock of the Parent. The Parent is not a party to any agreement granting any security holder of the Parent the right to cause the Parent to register shares of the capital stock or other securities of the Parent held by such security holder under the Securities Act. The stockholder list provided to the Company is a current stockholder list generated by its stock transfer agent, and such list accurately reflects all of the issued and outstanding shares of the Parent Shares as at the Closing.

Capital Structure. The authorized capital stock of the Parent consists of 75,000,000 Four Billion (4,000,000,000) shares of Common Stockcommon stock, par value $0.001 per share of which 3,915,160 147,456,676 shares shall be of Parent Stock referenced on the SEC Reports are issued and outstanding immediately and no shares of Parent Stock are held by the Parent in its treasury. Parent also has no issued and outstanding stock purchase warrants for the purchase of shares of common stock and no stock options for the purchase of shares of common stock, outstanding. No other shares of capital stock or other voting securities of the Parent are issued, reserved for issuance or outstanding. All outstanding shares of the capital stock of the Parent are, and all such shares that may be issued prior to the Closing. Except as disclosed in the Parent’s public securities filings, as of immediately prior to the Closing, there date hereof will be when issued, duly authorized, validly issued, fully paid and non-assessable and not subject to or issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the Nevada Revised Statutes, the Parent Charter, the Parent Bylaws or any Contract to which the Parent is a party or otherwise bound. There are no outstanding bonds, debentures, notes or other indebtedness or other securities of the Parent having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which shareholders holders of the ParentParent Stock may vote (“Voting Parent Debt”). Except as disclosed set forth in the Parent’s public securities filingsParent SEC Documents or the Parent Disclosure Schedule, as of immediately prior to the Closingdate of this Agreement, there will be are no outstanding securities, options, warrants, callsrights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, agreementsContracts, arrangements or undertakings of any kind to which the Parent is a party or by which it is bound (i) obligating the Parent to issue, deliver or sell, or cause to be issued, delivered or sold, additional common shares of capital stock or other equity interests in, or any security convertible or exercisable for or exchangeable into any capital stock of or other equity interest in, the Parent or other equity or voting securities of the any Voting Parent or Debt, (ii) obligating the Parent to issue, grant, extend or enter into any such security, option, warrant, call, right, security, commitment, agreementContract, arrangement or undertaking. As of immediately prior undertaking or (iii) that give any person the right to receive any economic benefit or right similar to or derived from the Closing, there will be no outstanding contractual obligations, commitments, understandings or arrangements of the Parent economic benefits and rights occurring to repurchase, redeem or otherwise acquire or make any payment in respect of any common stock of the Parent or any other securities of the Parent. As of immediately prior to the Closing, there will be no agreements or arrangements pursuant to which the Parent is or could be required to register the Parent’s common stock or other securities under the Securities Act or other agreements or arrangements with or among any holders of the Parent or with respect to any securities of the Parent. The issuance of the Parent Stock will not trigger any anti-dilution rights of any existing securities capital stock of the Parent. Except as disclosed set forth in the Parent’s public securities filingsParent SEC Documents or the Parent Disclosure Schedule, as the Parent is not a party to any agreement granting any security holder of the Closing, there will be no rights, subscriptions, warrants, options, conversion rights, or agreements of any kind outstanding Parent the right to purchase from the Parent, or otherwise require cause the Parent to issue, any register shares of the capital stock or other securities of the Parent or held by such security holder under the Securities Act. Prior to the Transactions, no securities or obligations of any kind convertible into or exchangeable for any shares of capital stock of the ParentParent have been issued to any Person since the last filed SEC Report and prior to or immediately following the closing of the Transactions the Parent intends to undertake the Reverse Split.

Capital Structure. The authorized capital stock of the Parent consists of 75,000,000 100,000,000 shares of Parent Common Stock, par value $0.0001 per share, and 50,000,000 shares of which 3,915,160 preferred stock, par value $0.0001 per share. As of the date hereof (i) 1,800,000 shares shall of Parent Common Stock are issued and outstanding, (ii) no shares of preferred stock are outstanding and (iii) no shares of Parent Common Stock or preferred stock are held by Parent in its treasury. Except as set forth above, no shares of capital stock or other voting securities of Parent were issued, reserved for issuance or outstanding. All outstanding shares of the capital stock of Parent are, and all such shares that may be issued and outstanding immediately prior to the Closing. Except as disclosed in the Parent’s public securities filings, as of immediately prior to the Closing, there date hereof will be no outstanding when issued, duly authorized, validly issued, fully paid and nonassessable and not subject to or issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the General Corporation Law of the State of Nevada, the Parent Charter, the Parent Bylaws or any Contract to which Parent is a party or otherwise bound. There are not any bonds, debentures, notes or other indebtedness or other securities of the Parent having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which shareholders holders of the ParentParent Common Stock may vote (“Voting Parent Debt”). Except as disclosed in the Parent’s public securities filingsset forth above, as of immediately prior to the Closingdate of this Agreement, there will be no outstanding securities, are not any options, warrants, callsrights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, agreementsContracts, arrangements or undertakings of any kind to which the Parent is a party or by which it is bound (i) obligating the Parent to issue, deliver or sell, or cause to be issued, delivered or sold, additional common shares of capital stock of the Parent or other equity interests in, or voting securities any security convertible or exercisable for or exchangeable into any capital stock of the or other equity interest in, Parent or any Voting Parent Debt, (ii) obligating the Parent to issue, grant, extend or enter into any such security, option, warrant, call, right, security, commitment, agreementContract, arrangement or undertakingundertaking or (iii) that give any person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights occurring to holders of the capital stock of Parent. As of immediately prior to the Closingdate of this Agreement, there will be no are not any outstanding contractual obligations, commitments, understandings or arrangements obligations of the Parent to repurchase, redeem or otherwise acquire or make any payment in respect of any common stock of the Parent or any other securities of the Parent. As of immediately prior to the Closing, there will be no agreements or arrangements pursuant to which the Parent is or could be required to register the Parent’s common stock or other securities under the Securities Act or other agreements or arrangements with or among any holders of the Parent or with respect to any securities of the Parent. The issuance of the Parent Stock will not trigger any anti-dilution rights of any existing securities of the Parent. Except as disclosed in the Parent’s public securities filings, as of the Closing, there will be no rights, subscriptions, warrants, options, conversion rights, or agreements of any kind outstanding to purchase from the Parent, or otherwise require the Parent to issue, any shares of capital stock of Parent. Except as set forth in the Company Disclosure Letter, Parent is not a party to any agreement granting any security holder of Parent the right to cause Parent to register shares of the capital stock or other securities of Parent held by such security holder under the Securities Act. The stockholder list provided to the Company is a current shareholder list generated by its stock transfer agent, and such list accurately reflects all of the issued and outstanding shares of the Parent or securities or obligations of any kind convertible into or exchangeable for any shares of capital stock of the ParentStock.

Capital Structure. The authorized capital stock of the Parent consists of 75,000,000 One Hundred Million (100,000,000) shares of Common Stockcommon stock, par value $0.0001 per share, of which 3,915,160 One Million Six Hundred Forty Thousand (1,640,000) shares shall be of Parent Stock are issued and outstanding immediately (before giving effect to the issuances to be made at Closing). No other shares of capital stock or other voting securities of the Parent were issued, reserved for issuance or outstanding. All outstanding shares of the capital stock of the Parent are, and all such shares that may be issued prior to the Closing. Except as disclosed in the Parent’s public securities filings, as of immediately prior to the Closing, there date hereof will be when issued, duly authorized, validly issued, fully paid and non-assessable and not subject to or issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the Delaware General Corporation Law, the Parent Charter, the Parent Bylaws or any Contract to which the Parent is a party or otherwise bound. There are no outstanding bonds, debentures, notes or other indebtedness or other securities of the Parent having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which shareholders holders of the ParentParent Stock may vote (“Voting Parent Debt”). Except as disclosed in connection with the Parent’s public securities filingsTransactions, as of immediately prior to the Closingdate of this Agreement, there will be are no outstanding securities, options, warrants, callsrights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, agreementsContracts, arrangements or undertakings of any kind to which the Parent is a party or by which it is bound (i) obligating the Parent to issue, deliver or sell, or cause to be issued, delivered or sold, additional common shares of capital stock or other equity interests in, or any security convertible or exercisable for or exchangeable into any capital stock of or other equity interest in, the Parent or other equity or voting securities of the any Voting Parent or Debt, (ii) obligating the Parent to issue, grant, extend or enter into any such security, option, warrant, call, right, security, commitment, agreementContract, arrangement or undertakingundertaking or (iii) that give any person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights occurring to holders of the capital stock of the Parent. As of immediately prior to the Closingdate of this Agreement, there will be are no outstanding contractual obligations, commitments, understandings or arrangements obligations of the Parent to repurchase, redeem or otherwise acquire or make any payment in respect of any common stock of the Parent or any other securities of the Parent. As of immediately prior to the Closing, there will be no agreements or arrangements pursuant to which the Parent is or could be required to register the Parent’s common stock or other securities under the Securities Act or other agreements or arrangements with or among any holders of the Parent or with respect to any securities of the Parent. The issuance of the Parent Stock will not trigger any anti-dilution rights of any existing securities of the Parent. Except as disclosed in the Parent’s public securities filings, as of the Closing, there will be no rights, subscriptions, warrants, options, conversion rights, or agreements of any kind outstanding to purchase from the Parent, or otherwise require the Parent to issue, any shares of capital stock of the Parent or securities or obligations of any kind convertible into or exchangeable for any shares of capital stock of the Parent. The Parent is not a party to any agreement granting any security holder of the Parent the right to cause the Parent to register shares of the capital stock or other securities of the Parent held by such security holder under the Securities Act. The stockholder list provided to the Company is a current stockholder list generated by its stock transfer agent, and such list accurately reflects all of the issued and outstanding shares of the Parent Stock as at the Closing.

Capital Structure. The authorized share capital stock of the Parent Company consists of 75,000,000 of: (i) four hundred million (400,000,000) shares of Class A common stock, $0.001 par value per share (the “Company Common StockShares”), of which 3,915,160 1,000 shares shall be issued are outstanding and outstanding immediately prior to the Closing. Except as disclosed in owned by the Parent’s public ; (ii) fifty million (50,000,000) shares of Class B common stock, $0.001 par value per share, none of which is issued or outstanding, and (iii) and fifth million (50,000,000) shares of Preferred Stock, $0.001 par value per share, none of which is issued or outstanding. No shares or other voting securities filingsof the Company are issued, reserved for issuance or outstanding. All outstanding Company Common Shares are duly authorized, validly issued, fully paid and non-assessable and not subject to or issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the applicable corporate laws of its state of incorporation, the Company Charter Documents or any Contract (as of immediately prior defined in Section 3.04) to which the Closing, there will be Company is a party or otherwise bound. There are no outstanding bonds, debentures, notes or other indebtedness or other securities of the Parent Company having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which shareholders holders of Company Common Shares may vote (“Voting Company Debt”). As of the Parent. Except as disclosed in the Parent’s public securities filings, as date of immediately prior to the Closingthis Agreement, there will be are no outstanding securities, options, warrants, callsrights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, agreementsContracts, arrangements or undertakings of any kind to which the Parent Company is a party or by which it the Company is bound (i) obligating the Parent Company to issue, deliver or sell, or cause to be issued, delivered or sold, additional common stock of the Parent shares or other equity interests in, or voting securities of any security convertible or exercisable for or exchangeable into any shares or capital stock or other equity interest in, the Parent Company or any Voting Company Debt, (ii) obligating the Parent Company to issue, grant, extend or enter into any such security, option, warrant, call, right, security, commitment, agreementContract, arrangement or undertaking. As of immediately prior undertaking or (iii) that give any person the right to receive any economic benefit or right similar to or derived from the Closing, there will be no outstanding contractual obligations, commitments, understandings or arrangements of the Parent economic benefits and rights occurring to repurchase, redeem or otherwise acquire or make any payment in respect of any common stock of the Parent or any other securities of the Parent. As of immediately prior to the Closing, there will be no agreements or arrangements pursuant to which the Parent is or could be required to register the Parent’s common stock or other securities under the Securities Act or other agreements or arrangements with or among any holders of the Parent shares or with respect to any securities of the Parent. The issuance of the Parent Stock will not trigger any anti-dilution rights of any existing securities of the Parent. Except as disclosed in the Parent’s public securities filings, as of the Closing, there will be no rights, subscriptions, warrants, options, conversion rights, or agreements of any kind outstanding to purchase from the Parent, or otherwise require the Parent to issue, any shares of capital stock of the Parent or securities or obligations of any kind convertible into or exchangeable for any shares of capital stock of the ParentCompany.

Capital Structure. The authorized capital stock of the Parent consists of 75,000,000 150,000,000 shares of Common Stock, par value $0.01 per share (“Parent Common Stock”), and 10,000,000 shares of which 3,915,160 preferred stock, par value $0.01 per share. As of March 31, 2007 (i) 1,250,090 shares shall of Parent Common Stock are issued and outstanding; (ii) no shares of preferred stock are outstanding and (iii) no shares of Parent Common Stock or preferred stock are held by the Parent in its treasury. Except as set forth above, no shares of capital stock or other voting securities of the Parent are issued, reserved for issuance or outstanding. All outstanding shares of the capital stock of the Parent are, and all such shares that may be issued and outstanding immediately prior to the Closing. Except as disclosed in the Parent’s public securities filings, as of immediately prior to the Closing, there date hereof will be no outstanding when issued, duly authorized, validly issued, fully paid and nonassessable and not subject to or issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the General Corporation Law of the State of Nevada, the Parent Charter, the Parent Bylaws or any Contract to which the Parent is a party or otherwise bound. There are not any bonds, debentures, notes or other indebtedness or other securities of the Parent having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which shareholders holders of the ParentParent Common Stock may vote (“Voting Parent Debt”). Except as disclosed in the Parent’s public securities filings, as of immediately prior to the Closing, there will be no outstanding securities, There are not any options, warrants, callsrights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, agreementsContracts, arrangements or undertakings of any kind to which the Parent is a party or by which it is bound (a) obligating the Parent to issue, deliver or sell, or cause to be issued, delivered or sold, additional common shares of capital stock or other equity interests in, or any security convertible or exercisable for or exchangeable into any capital stock of or other equity interest in, the Parent or other equity or voting securities of the any Voting Parent or Debt, (b) obligating the Parent to issue, grant, extend or enter into any such security, option, warrant, call, right, security, commitment, agreementContract, arrangement or undertakingundertaking or (c) that give any person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights occurring to holders of the capital stock of the Parent. As of immediately prior to the Closingdate of this Agreement, there will be no are not any outstanding contractual obligations, commitments, understandings or arrangements obligations of the Parent to repurchase, redeem or otherwise acquire or make any payment in respect of any common stock of the Parent or any other securities of the Parent. As of immediately prior to the Closing, there will be no agreements or arrangements pursuant to which the Parent is or could be required to register the Parent’s common stock or other securities under the Securities Act or other agreements or arrangements with or among any holders of the Parent or with respect to any securities of the Parent. The issuance of the Parent Stock will not trigger any anti-dilution rights of any existing securities of the Parent. Except as disclosed in the Parent’s public securities filings, as of the Closing, there will be no rights, subscriptions, warrants, options, conversion rights, or agreements of any kind outstanding to purchase from the Parent, or otherwise require the Parent to issue, any shares of capital stock of the Parent or securities or obligations of any kind convertible into or exchangeable for any shares of capital stock of the Parent. Except as set forth in that certain Stock Purchase Agreement dated October 11, 2005 by and between the Halter Financial Investments, L.P. and the Parent, the Parent is not a party to any agreement granting any securityholder of the Parent the right to cause the Parent to register shares of the capital stock or other securities of the Parent held by such securityholder under the Securities Act. The stockholder list provided to the Company is a current stockholder list generated by its stock transfer agent, and such list accurately reflects all of the issued and outstanding shares of the Parent’s Common Stock.

Capital Structure. The authorized capitalization of MSCC is as set forth under Schedule 3.3. Except as set forth on Schedule 3.3, no membership interests or other voting securities of MSCC are issued, reserved for issuance or outstanding. MSCC is the sole record and beneficial owner of all of the issued and outstanding capital stock of each of its subsidiaries. All outstanding membership interests of MSCC are validly issued, fully paid and nonassessable and not subject to or issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of any applicable corporate Laws, the Parent consists of 75,000,000 shares of Common StockMSCC charter documents, of or any Contract to which 3,915,160 shares shall be issued and outstanding immediately prior to the ClosingMSCC is a party or otherwise bound. Except as disclosed in the Parent’s public securities filings, as of immediately prior to the Closing, there will be no outstanding There are not any bonds, debentures, notes or other indebtedness or other securities of the Parent MSCC having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which shareholders holders of capital stock of MSCC may vote (“Voting MSCC Debt”). As of the Parent. Except as disclosed in the Parent’s public securities filings, as date of immediately prior to the Closingthis Agreement, there will be no outstanding securitiesare not any membership interests, options, warrants, callsrights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, agreementsContracts, arrangements or undertakings of any kind to which the Parent MSCC is a party or by which it any of them is bound (a) obligating the Parent MSCC to issue, deliver or sell, or cause to be issued, delivered or sold, additional common stock shares of the Parent capital stock, membership interests or other equity interests in, or voting securities any security convertible or exercisable for or exchangeable into any capital stock of the Parent or other equity interest in, MSCC or any Voting MSCC Debt, (b) obligating the Parent MSCC to issue, grant, extend or enter into any such securitymembership interest, option, warrant, call, right, security, commitment, agreementContract, arrangement or undertakingundertaking or (c) that give any person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights occurring to holders of the capital stock or membership interest of MSCC. As of immediately prior to the Closingdate of this Agreement, there will be no are not any outstanding contractual obligations, commitments, understandings or arrangements obligations of the Parent MSCC to repurchase, redeem or otherwise acquire any membership interest of MSCC. No further approval or make any payment in respect authorization of any common stock unitholder, the Board of Members or others is required for the sale of the Parent MSCC Units. Except as set forth on Schedule 3.3, there are no stockholders agreements, voting agreements or any other securities of the Parent. As of immediately prior similar agreements with respect to MSCC’s membership interests to which MSCC is a party or, to the Closingknowledge of MSCC, there will be no agreements or arrangements pursuant to which the Parent is or could be required to register the Parent’s common stock or other securities under the Securities Act or other agreements or arrangements with between or among any holders of the Parent or with respect to any securities of the Parent. The issuance of the Parent Stock will not trigger any anti-dilution rights of any existing securities of the Parent. Except as disclosed in the ParentMSCC’s public securities filings, as of the Closing, there will be no rights, subscriptions, warrants, options, conversion rights, or agreements of any kind outstanding to purchase from the Parent, or otherwise require the Parent to issue, any shares of capital stock of the Parent or securities or obligations of any kind convertible into or exchangeable for any shares of capital stock of the Parentunitholders.

Capital Structure. The (a) As of the date hereof, the authorized capital stock of the Parent consists of 75,000,000 100,000,000 shares of Parent Common Stock and 10,000,000 shares of Parent Preferred Stock. As of the date hereof, the authorized capital stock of Merger Sub consists of 1,000 shares of Merger Sub Common Stock. (b) As of the date hereof, there are 32,661,025 shares of which 3,915,160 Parent Common Stock and no shares shall be of Parent Preferred Stock currently issued and outstanding. 15,000,000 shares of Parent Common Stock are reserved for issuance in connection with stock options, restricted stock awards and other equity-based awards which may be granted under Parent’s 2006 Equity Incentive Plan and there are no currently outstanding immediately prior options to purchase shares or awards of Parent Common Stock under such equity incentive plan and no currently exercisable warrants to purchase shares of Parent Common Stock as of the Closingdate hereof. As of the date hereof, 67,338,975 shares of Parent Common Stock and no shares of Parent Preferred Stock are authorized but unissued. (c) Except as disclosed set forth in Section 4.8(b) or in the Parent’s public securities filings, as of immediately prior to the ClosingParent Disclosure Schedule, there will be are outstanding (i) no outstanding bonds, debentures, notes shares of capital stock or other indebtedness voting securities of Parent, (ii) no securities of Parent or any other Person convertible into or exchangeable or exercisable for shares of capital stock or other voting securities of the Parent having the right to vote Parent, and (or convertible into, or exchangeable for, securities having the right to voteiii) on any matters on which shareholders of the Parent. Except as disclosed in the Parent’s public securities filings, as of immediately prior to the Closing, there will be no outstanding securitiessubscriptions, options, warrants, calls, rights (including preemptive rights, commitments, agreements, arrangements understandings or undertakings of any kind agreements to which the Parent is a party or by which it is bound bound) obligating the Parent to issue, deliver or deliver, sell, purchase, redeem or cause to be issued, delivered or sold, additional common acquire shares of capital stock of the Parent or other equity or voting securities of the Parent (or securities convertible into or exchangeable or exercisable for shares of capital stock or other voting securities of Parent) or obligating the Parent to issue, grant, extend or enter into any such securitysubscription, option, warrant, call, right, commitment, understanding or agreement. (d) All outstanding shares of Parent capital stock are, arrangement or undertaking. As and, assuming the approval of immediately prior the Parent Proposal by the stockholders of Parent and the filing of the Parent Charter Amendment and the Parent Certificate of Designation with the Secretary of State of Nevada under the NGCL, (when issued) the shares of Parent Common Stock and Parent Preferred Stock to be issued pursuant to the ClosingMerger and upon exercise of the GreenHunter Stock Options and GreenHunter Warrants or in exchange for the GreenHunter Preferred Stock, there as the case may be, will be validly issued, fully paid and nonassessable and not subject to any preemptive right. (e) 1,000 shares of Merger Sub Common Stock are issued and outstanding, all of which are owned by Parent. All outstanding shares of capital stock and other voting securities of Merger Sub and of each of the other corporate Parent Subsidiaries are (i) validly issued, fully paid and nonassessable and not subject to any preemptive right, and (ii) owned by the Parent Companies, free and clear of all Liens, claims and options of any nature (except Permitted Encumbrances). There are outstanding (y) no outstanding contractual obligationssecurities of any Parent Subsidiary or any other Person convertible into or exchangeable or exercisable for shares of capital stock, other voting securities or other equity interests of such Parent Subsidiary, and (z) no subscriptions, options, warrants, calls, rights (including preemptive rights), commitments, understandings or arrangements of the agreements to which any Parent Subsidiary is a party or by which it is bound obligating such Parent Subsidiary to repurchaseissue, deliver, sell, purchase, redeem or otherwise acquire or make any payment in respect of any common stock of the Parent or any other securities of the Parent. As of immediately prior to the Closing, there will be no agreements or arrangements pursuant to which the Parent is or could be required to register the Parent’s common stock or other securities under the Securities Act or other agreements or arrangements with or among any holders of the Parent or with respect to any securities of the Parent. The issuance of the Parent Stock will not trigger any anti-dilution rights of any existing securities of the Parent. Except as disclosed in the Parent’s public securities filings, as of the Closing, there will be no rights, subscriptions, warrants, options, conversion rights, or agreements of any kind outstanding to purchase from the Parent, or otherwise require the Parent to issue, any shares of capital stock stock, other voting securities or other equity interests of the such Parent Subsidiary (or securities or obligations of any kind convertible into or exchangeable or exercisable for shares of capital stock, other voting securities or other equity interests of such Parent Subsidiary) or obligating any Parent Subsidiary to grant, extend or enter into any such subscription, option, warrant, call, right, commitment, understanding or agreement. (f) Except as set forth in the Parent Disclosure Schedule, there is no stockholder agreement, voting trust or other agreement or understanding to which Parent is a party or by which it is bound relating to the voting of any shares of the capital stock of any of the ParentParent Companies.

Capital Structure. (i) The authorized capital stock of the Parent Newco consists of 75,000,000 100,000,000 shares of Common Stock and 10,000,000 shares of preferred stock, par value $0.01 per share (“Preferred Stock”). As of the date hereof, 1,000 shares of which 3,915,160 shares shall be Common Stock were issued and outstanding immediately prior to and no shares of Preferred Stock were issued and outstanding. All of the Closingoutstanding shares of Common Stock are duly authorized and validly issued, fully paid and nonassessable and are owned by the Company. Except as disclosed in the Parent’s public securities filingsset forth above and except as contemplated by this Agreement, as of immediately prior to the Closingdate hereof, (a) there will be are no outstanding bonds, debentures, notes shares of capital stock of Newco issued or other indebtedness or other securities of the Parent having the right to vote outstanding; (or convertible into, or exchangeable for, securities having the right to voteb) on any matters on which shareholders of the Parent. Except as disclosed in the Parent’s public securities filings, as of immediately prior to the Closing, there will be are no outstanding securities, existing options, warrants, calls, preemptive rights, commitmentssubscription or other rights, agreements, arrangements or undertakings commitments of any kind character, relating to which the Parent is a party issued or by which it is bound unissued capital stock of Newco, obligating the Parent Newco to issue, deliver transfer, redeem, purchase or sell, sell or cause to be issued, delivered transferred, redeemed, purchased or sold, additional common sold any shares of capital stock of the Parent Newco or other equity or voting securities of the Parent or obligating the Parent to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking. As of immediately prior to the Closing, there will be no outstanding contractual obligations, commitments, understandings or arrangements of the Parent to repurchase, redeem or otherwise acquire or make any payment in respect of any common such shares; and (c) there are no rights, agreements or arrangements of any character which provide for any stock appreciation or similar right or grant any right to share in the equity, income, revenue or cash flow of Newco. (ii) All of the Parent or any other securities issued and outstanding membership interests of the Parent. As of immediately Merger Sub are, and prior to the ClosingEffective Time will be, owned by Newco, and there will be are (i) no agreements or arrangements pursuant to which the Parent is or could be required to register the Parent’s common stock or other securities under the Securities Act or other agreements or arrangements with or among any holders of the Parent or with respect to any equity interests in Merger Sub, (ii) no securities of the Parent. The issuance of the Parent Stock will not trigger any anti-dilution rights of any existing securities of the Parent. Except as disclosed in the Parent’s public securities filings, as of the Closing, there will be no rights, subscriptions, warrants, options, conversion rights, or agreements of any kind outstanding to purchase from the Parent, or otherwise require the Parent to issue, any shares of capital stock of the Parent or securities or obligations of any kind Merger Sub convertible into or exchangeable for membership or other equity interests of Merger Sub and (iii) no options or other rights to acquire from Merger Sub, and no obligations of Merger Sub to issue, any shares membership or other equity interests, or securities convertible into or exchangeable for membership or other equity interests stock, of capital stock Merger Sub. Merger Sub has not conducted any business prior to the date hereof and has no, and prior to the Effective Time will have no, assets, liabilities or obligations of any nature other than those incident to its formation and pursuant to this Agreement and the ParentMerger and the other transactions contemplated by this Agreement.

Capital Structure. The As of the date of this Agreement, the authorized capital stock of the Parent consists of 75,000,000 65,849,200 shares of Parent Common Stock, $0.001 par value, and 5,000,000 shares of preferred stock at $0.001 par value, of which 3,915,160 approximately 4,500,012 shares shall of Parent Common Stock will be (or have been) issued and outstanding immediately prior to as of the Closingdate of this Agreement and no shares of Parent Common Stock are issuable upon the exercise of outstanding warrants, convertible notes, and options and otherwise. Except as disclosed set forth above, no shares of capital stock or other equity securities of the Parent are issued, reserved for issuance or outstanding. All outstanding shares of capital stock of the Parent are, and all shares which may be issued pursuant to this Agreement will be, when issued, duly authorized, validly issued, fully paid and nonassessable, not subject to preemptive rights, and issued in compliance with all applicable state and federal laws concerning the Parent’s public securities filings, as issuance of immediately prior to the Closing, there will be securities. There are no outstanding bonds, debentures, notes or other indebtedness or other securities of the Parent having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which shareholders of the ParentParent may vote. Except as disclosed in the Parent’s public securities filings, as of immediately prior to the Closingset forth above, there will be are no outstanding securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind to which the Parent or any of its subsidiaries is a party or by which it any of them is bound obligating the Parent or any its subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional common shares of capital stock of the Parent or other equity or voting securities of the Parent or any of its subsidiaries or obligating the Parent or any of its subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity securities of the Parent or any of its subsidiaries or obligating the Parent or any of its subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking. As of immediately prior to the Closing, there will be There are no outstanding contractual obligations, commitments, understandings or arrangements of the Parent or any of its subsidiaries to repurchase, redeem or otherwise acquire or make any payment in respect of any common stock of the Parent or any other securities of the Parent. As of immediately prior to the Closing, there will be no agreements or arrangements pursuant to which the Parent is or could be required to register the Parent’s common stock or other securities under the Securities Act or other agreements or arrangements with or among any holders of the Parent or with respect to any securities of the Parent. The issuance of the Parent Stock will not trigger any anti-dilution rights of any existing securities of the Parent. Except as disclosed in the Parent’s public securities filings, as of the Closing, there will be no rights, subscriptions, warrants, options, conversion rights, or agreements of any kind outstanding to purchase from the Parent, or otherwise require the Parent to issue, any shares of capital stock of the Parent or securities or obligations any of any kind convertible into or exchangeable for any shares of capital stock of the Parentits subsidiaries.