Common use of Capital Structure Clause in Contracts

Capital Structure. The capitalization of the Company is set forth on Schedule 3.03 in the Company Disclosure Letter. Except as set forth therein, no shares of capital stock or other voting securities of the Company are issued, issuable, reserved for issuance or outstanding. The Company is the sole record and beneficial owner of all of the issued and outstanding capital stock of each Company Subsidiary. All outstanding shares of the capital stock of the Company and each Company Subsidiary are duly authorized, validly issued, fully paid and nonassessable and not subject to or issued in violation of any purchase option, call option, preemptive right, subscription right or any similar right under any provision of the applicable corporate laws of Israel, the Company Constituent Instruments or any Contract (as defined in Section 3.05) to which the Company is a party or otherwise bound. Except as set forth on Schedule 3.03 in the Company Disclosure Letter or as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, there are no bonds, debentures, notes or other Indebtedness (as defined in Section 3.16 below) of the Company or any Company Subsidiary having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of Company Shares or the shares of any Company Subsidiary may vote (“Voting Company Debt”). Except as set forth above, as of the date of this Agreement, there are not any options, warrants, rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contracts, arrangements or undertakings of any kind to which the Company or any Company Subsidiary is a party or by which any of them is bound (a) obligating the Company or any Company Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity interests in, or any security convertible or exercisable for or exchangeable into any capital stock of or other equity interest in, the Company or any Company Subsidiary or any Voting Company Debt, (b) obligating the Company or any Company Subsidiary to issue, grant, extend or enter into any such option, warrant, call, right, security, commitment, Contract, arrangement or undertaking or (c) that give any person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights occurring to holders of the capital stock of the Company or of any Company Subsidiary. The Company is not a party to any agreement granting any securityholder of the Company the right to cause the Company to register shares of the capital stock or other securities of the Company held by such securityholder. The stockholder list provided to the Parent is a current stockholder list, and such list accurately reflects all of the issued and outstanding shares of the Company Securities as at the date of this Agreement.

Capital Structure. The capitalization authorized capital stock of the Company is set forth on Schedule 3.03 in consists of 40,000,000 shares of Common Stock and 5,000,000 shares of preferred stock, par value $.01 per share (the "Preferred Stock"). At the time of execution of this Agreement, (i) 14,644,054 shares of Common Stock were issued and outstanding, (ii) no shares of Preferred Stock were issued and outstanding, (iii) no shares of Common Stock were held by the Company Disclosure Letterin its treasury or by any of the Company's subsidiaries, and (iv) 2,556,785 shares of Common Stock were reserved for issuance pursuant to the Stock Plans. Except as set forth thereinabove, at the time of execution of this Agreement, no shares of capital stock or other voting securities of the Company are issued, issuable, reserved for issuance or outstanding. The Company is the sole record and beneficial owner of all of the issued and outstanding capital stock of each Company Subsidiary. All outstanding shares of the capital stock of the Company are, and each Company Subsidiary are all shares which may be issued pursuant to the Stock Plans will be, when issued, duly authorized, validly issued, fully paid and nonassessable and not subject to or issued in violation of preemptive rights. There are not any purchase option, call option, preemptive right, subscription right or any similar right under any provision of the applicable corporate laws of Israel, the Company Constituent Instruments or any Contract (as defined in Section 3.05) to which the Company is a party or otherwise bound. Except as set forth on Schedule 3.03 in the Company Disclosure Letter or as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, there are no bonds, debentures, notes or other Indebtedness (as defined in Section 3.16 below) indebtedness or securities of the Company or any Company Subsidiary having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders shareholders of the Company Shares or the shares of any Company Subsidiary may vote (“Voting Company Debt”)vote. Except as set forth above, as above and in Section 4.1(c) of the date of this AgreementDisclosure Schedule, there are not any securities, options, warrants, calls, rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contractsagreements, arrangements or undertakings of any kind to which the Company or any Company Subsidiary of its subsidiaries is a party or by which any of them is bound (a) obligating the Company or any Company Subsidiary of its subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity interests in, or any security convertible or exercisable for or exchangeable into any capital stock voting securities of or other equity interest in, the Company or of any Company Subsidiary of its subsidiaries or any Voting Company Debt, (b) obligating the Company or any Company Subsidiary of its subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, security, commitment, Contractagreement, arrangement or undertaking undertaking. There are no outstanding rights, commitments, agreements, arrangements or (c) that give undertakings of any person kind obligating the right Company or any of its subsidiaries to receive repurchase, redeem or otherwise acquire any economic benefit or right similar to or derived from the economic benefits and rights occurring to holders shares of the capital stock or other voting securities of the Company or any of its subsidiaries or any Company Subsidiarysecurities of the type described in the two immediately preceding sentences. The Company is not a party has delivered to any agreement granting any securityholder Parent complete and correct copies of the Stock Plans and all forms of Company the right to cause the Company to register shares Options. Section 4.1(c) of the capital stock or other securities Disclosure Schedule sets forth a complete and accurate list of the all Company held by such securityholder. The stockholder list provided to the Parent is a current stockholder list, and such list accurately reflects all Options outstanding as of the issued and outstanding shares of the Company Securities as at the date of this AgreementAgreement and the exercise price of each outstanding Company Option.

Capital Structure. The capitalization number of shares and type of all authorized, issued and outstanding capital stock of the Company Company, Platinum Beijing, Platinum Hong Kong and PRC Sub, and all shares of capital stock reserved for issuance under the Company’s various option and incentive plans is set forth specified on Schedule 3.03 in the Company Disclosure Letter2.01(c). Except as set forth thereinin Schedule 2.01(c), no shares of capital stock or other voting equity securities of the Existing Company Entities are issued, issuable, reserved for issuance or outstanding. The Company is the sole record and beneficial owner of all of the issued and outstanding capital stock of each Company Subsidiary. All outstanding shares of the capital stock of the Company and each Company Subsidiary are duly authorized, validly issued, fully paid and nonassessable and not subject to or issued in violation of any purchase option, call option, preemptive right, subscription right or any similar right under any provision of the applicable corporate laws of Israel, the Company Constituent Instruments or any Contract (as defined in Section 3.05) to which the Company is a party or otherwise boundrights. Except as set forth on Schedule 3.03 in the Company Disclosure Letter or as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, there There are no outstanding bonds, debentures, notes or other Indebtedness (as defined in Section 3.16 below) indebtedness or other securities of the Company or any Company Subsidiary having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of Company Shares or the shares of any Company Subsidiary may vote (“Voting Company Debt”)matters. Except as set forth above, as of the date of this Agreementin Schedule 2.01(c), there are not any no outstanding securities, options, warrants, calls, rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contractsagreements, arrangements or undertakings of any kind to which the Existing Company or any Company Subsidiary is Entities are a party or by which they are bound obligating any of them is bound (a) obligating the Existing Company or any Company Subsidiary Entity to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity interests in, or any security convertible or exercisable for or exchangeable into any capital stock voting securities of or other equity interest in, the Company or any Company Subsidiary or any Voting Company Debt, (b) obligating the Company or any Company Subsidiary to issue, grant, extend or enter into any such security, option, warrant, call, right, security, commitment, Contractagreement, arrangement or undertaking undertaking. There are no outstanding contractual obligations, commitments, understandings or (c) that give any person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights occurring to holders arrangements of the Company to repurchase, redeem or otherwise acquire or make any payment in respect of any shares of capital stock of the Company Company. There are no agreements or of any Company Subsidiary. The arrangements pursuant to which the Company is not a party to any agreement granting any securityholder of the Company the right to cause the Company or could be required to register shares of the capital Company common stock or other securities under the Securities Act of 1933, as amended and the rules and regulations promulgated thereunder (the “Securities Act”) or other agreements or arrangements with or among any security holders of the Company held by such securityholder. The stockholder list provided with respect to the Parent is a current stockholder list, and such list accurately reflects all securities of the issued and outstanding shares of the Company Securities as at the date of this AgreementCompany.

Capital Structure. The capitalization of the Company is set forth on Schedule 3.03 in the Company Disclosure Letter. Except as set forth therein, no shares of capital stock or other voting securities of the Company are issued, issuable, reserved for issuance or outstanding. The Company is the sole record and beneficial owner of all of the issued and outstanding capital stock of each Company Subsidiary. All outstanding shares of the capital authorized stock of the Company consists of 3,000,000,000 shares of Company Common Stock, 75,000,000 shares of preferred stock, $0.01 par value per share (the “Company Preferred Stock”), and each 600,000,000 excess shares, $0.01 par value per share (the “Excess Shares”). At the close of business on January 17, 2007, (a) 156,968,775.0187 shares of Company Subsidiary are Common Stock were issued and outstanding, all of which were duly authorized, validly issued, fully paid and nonassessable and not subject free of preemptive rights, (b) 2,872,743 shares of Company Common Stock were reserved for issuance pursuant to or Deferred Share Awards granted under the Company’s 2004 Omnibus Long-Term Incentive Plan (the “Company Stock Plan”), (c) no shares of Company Preferred Stock were issued in violation of any purchase optionand outstanding, call option, preemptive right, subscription right or any similar right under any provision and (d) no Excess Shares were issued and outstanding. As of the applicable corporate laws date of Israelthis Agreement, the Company Constituent Instruments or any Contract (as defined in Section 3.05) to which the Company is a party or otherwise bound. Except except as set forth on Schedule 3.03 in above, no shares of stock of the Company Disclosure Letter or as limited by general equitable principles and applicable bankruptcyoptions, insolvencywarrants, reorganizationconvertible or exchangeable securities or other rights to purchase stock of the Company are issued, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, there reserved for issuance or outstanding. There are no outstanding bonds, debentures, notes or other Indebtedness (as defined in Section 3.16 below) indebtedness of the Company or any Company Subsidiary having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters matter on which holders of Company Shares or the shares of any Company Subsidiary Company’s stockholders may vote (“Voting Company Debt”)vote. Except as set forth above, as As of the date of this Agreement, except as set forth above, there are not any no securities, options, warrants, calls, rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contractsagreements, arrangements or undertakings of any kind to which the Company or any Company Subsidiary of its Subsidiaries is a party or by which any of them is bound (a) obligating the Company or any Company Subsidiary of its Subsidiaries to issue, deliver or sellsell or create, or cause to be issued, delivered or soldsold or created, additional shares of capital stock or other voting or equity securities or interests in, or any security convertible or exercisable for or exchangeable into any capital stock of or other equity interest in, the Company or of any Company Subsidiary of its Subsidiaries or any Voting Company Debt, (b) obligating the Company or any Company Subsidiary of its Subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, security, commitment, Contractagreement, arrangement or undertaking relating to the voting of stock or (c) that give any person the right to receive any economic benefit equity securities or right similar to or derived from the economic benefits and rights occurring to holders of the capital stock interests of the Company or any of any Company Subsidiaryits Subsidiaries. The Company is not a party to any agreement granting any securityholder As of the Company the right to cause the Company to register shares of the capital stock or other securities of the Company held by such securityholder. The stockholder list provided to the Parent is a current stockholder list, and such list accurately reflects all of the issued and outstanding shares of the Company Securities as at the date of this Agreement, other than pursuant to this Agreement, there are no outstanding contractual obligations or rights of the Company or any of its Subsidiaries to register or repurchase, redeem or otherwise acquire, vote, dispose of or otherwise transfer or register pursuant to any securities Laws any shares of stock or equity interests of the Company or any of its Subsidiaries. There are no agreements or understandings to which the Company is a party with respect to the voting of any shares of Company Common Stock and, to the Knowledge of the Company, as of the date of this Agreement, there are no third party agreements or understandings with respect to the voting of any shares of Company Common Stock.

Capital Structure. The capitalization authorized capital stock of the Company is set forth consists of 500,000,000 Shares, of which 69,773,183 Shares were outstanding as of the close of business on Schedule 3.03 in September 11, 1997, and 50,000,000 shares of Preferred Stock, par value one-thousandth of one dollar ($.001) per share (the "Preferred Shares"), of which no shares were outstanding as of the close of business on September 11, 1997. All of the outstanding Shares have been duly authorized and are validly issued, fully paid and nonassessable. The Company Disclosure Letterhas no Shares or Preferred Shares reserved for issuance, except that, as of September 11, 1997, there were 4,827,730 Shares reserved for issuance pursuant to the Company's 1993 Stock and Incentive Plan (the "Stock Plan") and 500,000 Shares reserved for issuance pursuant to the Western Save Plan. Except as set forth therein, no Each of the outstanding shares of capital stock or other voting securities of the Company are issued, issuable, reserved for issuance or outstanding. The Company is the sole record and beneficial owner of all each of the issued and outstanding capital stock of each Company Subsidiary. All outstanding shares of the capital stock of the Company and each Company Subsidiary are Company's Subsidiaries is duly authorized, validly issued, fully paid and nonassessable and not subject to owned by a direct or issued in violation indirect wholly-owned subsidiary of the Company, free and clear of any purchase optionlien, call optionpledge, preemptive rightsecurity interest, subscription right claim or any similar right under any provision of the applicable corporate laws of Israel, the Company Constituent Instruments or any Contract (as defined in Section 3.05) to which the Company is a party or otherwise boundother encumbrance. Except as set forth on Schedule 3.03 above or in the Company Disclosure Letter or as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generallyLetter, there are no bonds, debentures, notes preemptive or other Indebtedness (as defined in Section 3.16 below) of the Company or any Company Subsidiary having the right to vote (or convertible intooutstanding rights, or exchangeable for, securities having the right to vote) on any matters on which holders of Company Shares or the shares of any Company Subsidiary may vote (“Voting Company Debt”). Except as set forth above, as of the date of this Agreement, there are not any options, warrants, rights, convertible or exchangeable securities, “phantom” stock conversion rights, stock appreciation rights, stock-based performance unitsredemption rights, commitmentsrepurchase rights, Contractsagreements, arrangements or undertakings of commitments to issue or sell any kind to which the Company or any Company Subsidiary is a party or by which any of them is bound (a) obligating the Company or any Company Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity interests in, or any security convertible or exercisable for or exchangeable into any capital stock of or other equity interest in, the Company or any Company Subsidiary or any Voting Company Debt, (b) obligating the Company or any Company Subsidiary to issue, grant, extend or enter into any such option, warrant, call, right, security, commitment, Contract, arrangement or undertaking or (c) that give any person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights occurring to holders of the capital stock of the Company or of any Company Subsidiary. The Company is not a party to any agreement granting any securityholder of the Company the right to cause the Company to register shares of the capital stock or other securities of the Company held by such securityholder. The stockholder list provided or any of its Subsidiaries or any securities or obligations convertible or exchangeable into or exercisable for, or giving any Person a right to the Parent is a current stockholder listsubscribe for or acquire, and such list accurately reflects all of the issued and outstanding shares any securities of the Company Securities as at or any of its Subsidiaries, and no securities or obligations evidencing such rights are authorized, issued or outstanding. Neither the date Company nor any of this Agreementits Subsidiaries has outstanding any bonds, debentures, notes or other obligations the holders of which have the right to vote (or convertible into or exercisable for securities having the right to vote) with the stockholders of the Company on any matter ("Voting Debt").

Capital Structure. The capitalization authorized capital stock of the Company is set forth on Schedule 3.03 in consists of 50,000,000 Shares and 5,000,000 shares of Preferred Stock, par value $.0001 per share. As of March 13, 1998, (i) 6,703,880 Shares were issued and outstanding, (ii) no Shares were held by the Company Disclosure Letteror by any of the Company's subsidiaries, (iii) 525,000 Shares were reserved for issuance upon the exercise of Company Options pursuant to the Option Plan, of which Company Options to Purchase 330,150 Shares were outstanding, (iv) 75,000 Shares were reserved issuance pursuant to the Company Warrants, and (v) no shares of Preferred Stock were issued, reserved for issuance or outstanding. Except as set forth thereinabove, no shares of capital stock or other equity or voting securities of the Company are issued, issuable, reserved for issuance or outstanding. The Company is the sole record and beneficial owner of all of the issued and outstanding capital stock of each Company Subsidiary. All outstanding shares of the capital stock of the Company are, and each all Shares which may be issued pursuant to the Company Subsidiary are Options or the Company Warrants will, when issued, be duly authorized, validly issued, fully paid and nonassessable and not subject to or issued in violation of preemptive rights. There are not any purchase option, call option, preemptive right, subscription right or any similar right under any provision of the applicable corporate laws of Israel, the Company Constituent Instruments or any Contract (as defined in Section 3.05) to which the Company is a party or otherwise bound. Except as set forth on Schedule 3.03 in the Company Disclosure Letter or as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, there are no bonds, debentures, notes or other Indebtedness (as defined in Section 3.16 below) indebtedness or securities of the Company or any Company Subsidiary having the right to vote (or convertible into, or 12 exchangeable for, securities having the right to vote) on any matters on which holders stockholders of the Company Shares or the shares of any Company Subsidiary may vote (“Voting Company Debt”)vote. Except as set forth above, as above in Section 4.1(c) of the date of this AgreementDisclosure Schedule, there are not any securities, options, warrants, calls, rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contractsagreements, arrangements or undertakings of any kind to which the Company or any Company Subsidiary of its subsidiaries is a party or by which any of them is bound (a) obligating the Company or any Company Subsidiary of its subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity interests in, or any security convertible or exercisable for or exchangeable into any capital stock voting securities of or other equity interest in, the Company or of any Company Subsidiary of its subsidiaries or any Voting Company Debt, (b) obligating the Company or any Company Subsidiary of its subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, security, commitment, Contractagreement, arrangement or undertaking or (cundertaking. Section 4.1(c) that give any person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights occurring to holders of the Disclosure Schedule also sets forth a true and correct list of the Company Options which are outstanding as of the date hereof, which list sets forth, for each holder of a Company Option, the number of Shares subject thereto, the exercise price and the expiration date thereof. There are no outstanding rights, commitments, agreements, arrangements or undertakings of any kind obligating the Company or any of its subsidiaries to repurchase, redeem or otherwise acquire or dispose of any shares of capital stock or other equity or voting securities of the Company or any of its subsidiaries or any Company Subsidiary. The Company is not a party to any agreement granting any securityholder of the Company the right to cause the Company to register shares of the capital stock or other securities of the Company held by such securityholder. The stockholder list provided to type described in the Parent is a current stockholder list, and such list accurately reflects all of the issued and outstanding shares of the Company Securities as at the date of this Agreementtwo immediately preceding sentences.

Capital Structure. The capitalization authorized capital stock of the Company is set forth consists of 50,000,000 shares of Company Common Stock, par value $0.05 per share, and no shares of preferred stock. At the close of business on Schedule 3.03 in March 25, 2000, (a) 13,826,268 shares of Company Common Stock were issued and outstanding, (b) no shares of Company Common Stock were held by the Company Disclosure Letterin its treasury, (c) 2,530,474 shares of Company Common Stock were reserved for issuance pursuant to outstanding Stock Option Plans and (d) 252,260 shares of Company Common Stock were reserved for issuance pursuant to the Employee Stock Purchase Plan. Except as set forth thereinabove or in the Filed Company SEC Documents, at the close of business on March 25, 2000, no shares of capital stock or other voting securities of the Company are were issued, issuable, reserved for issuance or outstanding. The Company is the sole record and beneficial owner of all of the issued and outstanding capital stock of each Company Subsidiary. All outstanding shares of the capital stock of the Company are, and each Company Subsidiary are all shares which may be issued pursuant to the Stock Option Plans will be, when issued in accordance with the terms thereof, duly authorized, validly issued, fully paid and nonassessable and not subject to or issued in violation of any purchase option, call option, preemptive right, subscription right or any similar right under any provision of the applicable corporate laws of Israel, the Company Constituent Instruments or any Contract (as defined in Section 3.05) to which the Company is a party or otherwise boundrights. Except as set forth on Schedule 3.03 in the Company Disclosure Letter or as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, there There are no bonds, debentures, notes or other Indebtedness (as defined in Section 3.16 below) indebtedness of the Company or any Company Subsidiary having the right to vote (or convertible into, or exchangeable for, into securities having the right to vote) on any matters on which holders shareholders of the Company Shares or the shares of any Company Subsidiary may vote (“Voting Company Debt”)vote. Except as set forth above, above or as of the date of this Agreementcontemplated herein, there are not any no securities, options, warrants, calls, rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contractsagreements, arrangements or undertakings of any kind to which the Company or any Company Subsidiary is a party party, or by which any of them it is bound (a) bound, obligating the Company or any Company Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity interests in, or any security convertible or exercisable for or exchangeable into any capital stock voting securities of or other equity interest in, the Company or any Company Subsidiary or any Voting Company Debt, (b) obligating the Company or any Company Subsidiary to issue, grant, extend or enter into any such security, option, warrant, call, right, security, commitment, Contractagreement, arrangement or undertaking or (c) that give undertaking. There are not 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 outstanding contractual obligations of the Company to repurchase, redeem or of otherwise acquire any Company Subsidiary. The Company is not a party to any agreement granting any securityholder of the Company the right to cause the Company to register shares of the capital stock or other securities of the Company. Except for the Stockholders Agreement contemplated hereby, there are no shareholder agreements, voting trusts or other agreements or understandings to which the Company held is a party or by such securityholder. The stockholder list provided which it is bound relating to the Parent is a current stockholder list, and such list accurately reflects all voting of any shares of capital stock of the issued and outstanding shares Company. All of the outstanding capital stock of the Company's subsidiaries is owned by the Company Securities as at the date (other than directors' qualifying shares), directly or indirectly, free and clear of this Agreement.any pledge, claim,

Capital Structure. The capitalization authorized capital of the Company is consists of the Units. Effective as of the execution and Closing, of the transactions referenced by this Agreement, except as set forth on Schedule in the Company’s Constituent Instruments there are no Units, or rights with respect thereto issued and outstanding or reserved for employees. The issued and outstanding, Units have been duly authorized and validly issued, are fully paid and nonassessable and were issued in compliance with all applicable state and federal laws concerning, the issuance of securities. Except as set forth in the Company Constituent Instruments, there are no outstanding, rights, options, warrants, conversion rights, or agreements for the purchase or acquisition from the Company of any of its Units. Except as set forth in this section 3.03 and in the Company Disclosure Letter. Except as set forth therein, no shares of capital stock or other voting securities of the Company are issued, issuable, reserved for issuance or outstanding. The Company is the sole record and beneficial owner of all of the issued and outstanding capital stock of each Company Subsidiary. All outstanding shares of the capital stock of the Company and each Company Subsidiary are duly authorized, validly issued, fully paid and nonassessable and not subject to or issued in violation of any purchase option, call option, preemptive right, subscription right or any similar right under any provision of the applicable corporate laws of Israel, the Company Constituent Instruments or any Contract (as defined in Section 3.05) to which the Company is a party or otherwise bound. Except as set forth on Schedule 3.03 in the Company Disclosure Letter or as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, there are no not any bonds, debentures, notes or other Indebtedness (as defined in Section 3.16 below) indebtedness of the Company or any Company Subsidiary having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of Company Shares or the shares of any Company Subsidiary Units may vote (“Voting Company Debt”). Except as set forth above, as of the date of this Agreement, there are not any options, warrants, rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contracts, arrangements or undertakings of any kind to which the Company or any Company Subsidiary is a party or by which any of them is bound (ai) obligating the Company or any Company Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity interests in, or any security convertible or exercisable for or exchangeable into any capital stock of or other equity interest in, the Company or any Company Subsidiary or any Voting Company Debt, (bii) obligating the Company or any Company Subsidiary to issue, grant, extend or enter into any such option, warrant, call, right, security, commitment, Contract, arrangement or undertaking or (ciii) that give any person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights occurring to holders of the capital stock of the Company or of any Company Subsidiary. The Company is not a party to any agreement granting any securityholder of Except as set forth in the Company the right to cause the Company to register shares Disclosure Letter, as of the capital stock or other securities of the Company held by such securityholder. The stockholder list provided to the Parent is a current stockholder list, and such list accurately reflects all of the issued and outstanding shares of the Company Securities as at the date of this Agreement, there are not any outstanding contractual obligations of the Company to repurchase, redeem or otherwise acquire any shares of capital stock of Parent.

Capital Structure. The capitalization authorized and outstanding capital ----------------- stock of the Company is as of the date hereof is, and as of the Closing Date will be, as set forth on Schedule 3.03 in the Company Disclosure LetterPrivate Placement Memorandum under the caption "Capitalization." All of the outstanding shares of the Company's capital stock have been duly authorized and validly issued, are fully paid and nonassessable, were issued in compliance with all applicable federal and state securities laws and all applicable gaming laws and are not subject to, and were not issued in violation of, any preemptive or similar rights. Except as set forth therein, no shares of capital stock or other voting securities of the Company are issued, issuable, reserved for issuance or outstanding. The Company is the sole record and beneficial owner of all of the issued and outstanding capital stock of each Company Subsidiary. All outstanding shares of the capital stock of the Company and each Company Subsidiary are duly authorized, validly issued, fully paid and nonassessable and not subject to or issued in violation of any purchase option, call option, preemptive right, subscription right or any similar right under any provision of the applicable corporate laws of Israel, the Company Constituent Instruments or any Contract (as defined in Section 3.05) to which the Company is a party or otherwise bound. Except as set forth on Schedule 3.03 in the Company Disclosure Letter or as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generallyPrivate Placement Memorandum, there are no bondsoutstanding securities, debentures, notes or other Indebtedness (as defined in Section 3.16 below) of the Company or any Company Subsidiary having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of Company Shares or the shares of any Company Subsidiary may vote (“Voting Company Debt”). Except as set forth above, as of the date of this Agreement, there are not any options, warrants, calls, rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance unitscontracts, commitments, Contractsagreements, arrangements arrangements, understandings or undertakings of any kind to which the Company or any Company Subsidiary of its subsidiaries is a party party, or by which any of them is bound (a) bound, obligating the Company or any Company Subsidiary of its subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity interests in, or any security convertible or exercisable for or exchangeable into any capital stock securities of or other equity interest in, the Company or any Company Subsidiary of its subsidiaries, or any Voting securities convertible into or exercisable or exchangeable for any shares of capital stock or other securities of the Company Debtor any of its subsidiaries, (b) or obligating the Company or any Company Subsidiary of its subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, securitycontract, commitment, Contractagreement, arrangement arrangement, understanding or undertaking undertaking. Except as set forth on Schedule 2.3 of the Schedule of Exceptions attached as Schedule A hereto (the "Schedule of Exceptions"), there are no contracts, commitments, agreements, arrangements, understandings or (c) that give undertakings of any kind to which the Company or any of its subsidiaries is a party, or by which any of them is bound, granting to any person the right to receive require the Company to file a registration statement under the Securities Act with respect to any economic benefit or right similar to or derived from the economic benefits and rights occurring to holders of the capital stock securities of the Company or of any Company Subsidiary. The Company is not a party to any agreement granting any securityholder of the Company the right to cause requiring the Company to register shares of the capital stock or other include such securities of the Company held by such securityholder. The stockholder list provided with Common Shares registered pursuant to the Parent is a current stockholder list, and such list accurately reflects all of the issued and outstanding shares of the Company Securities as at the date of this Agreementany registration statement.

Capital Structure. The capitalization authorized capital stock of Xxxxx consists of 100,000,000 shares of Xxxxx Common Stock and 15,000,000 shares of the Company is set forth on Schedule 3.03 preferred stock of Xxxxx (“Xxxxx Preferred Stock”). As of the date hereof, (i) 8,006,000 shares of Xxxxx Common Stock are issued and outstanding, (ii) no shares of Xxxxx Preferred Stock are issued and outstanding, and (iii) no shares of Xxxxx Common Stock or Xxxxx Preferred Stock are held by Xxxxx in the Company Disclosure Letterits treasury. Except as set forth thereinabove, no shares of capital stock or other voting securities of the Company Xxxxx are issued, issuable, reserved for issuance or outstanding. The Company Xxxxx is the sole record and beneficial owner of all of the issued and capital shares of Xxxxx Sauce Co., Inc. All outstanding capital stock of each Company Subsidiary. All outstanding shares of Xxxxx and the capital stock of the Company and each Company Xxxxx Subsidiary are duly authorized, validly issued, fully paid and nonassessable and not subject to or issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the applicable corporate laws of Israel, the Company Constituent Instruments or any Contract (as defined in Section 3.05) to which the Company such company is a party or otherwise bound. Except as set forth on Schedule 3.03 in the Company Disclosure Letter or as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, there are no bonds, debentures, notes or other Indebtedness (as defined in Section 3.16 below) of the Company or any Company Subsidiary having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of Company Shares or the shares of any Company Subsidiary may vote (“Voting Company Debt”). Except as set forth above, as of the date of this Agreement, there There are not any options, warrants, rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contracts, arrangements or undertakings of any kind to which the Company Xxxxx or any Company of the Xxxxx Subsidiary is a party or by which any of them is bound (ai) obligating Xxxxx or the Company or any Company Xxxxx Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity interests inshares, or any security convertible or exercisable for or exchangeable into any the capital stock shares of Xxxxx or other equity interest in, the Company or any Company Subsidiary or any Voting Company DebtXxxxx Subsidiary, (bii) obligating Xxxxx or the Company or any Company Xxxxx Subsidiary to issue, grant, extend or enter into any such option, warrant, call, right, security, commitment, Contract, arrangement or undertaking or (ciii) that give any person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights occurring to holders of the capital shares of Xxxxx or of the Xxxxx Subsidiary. As of the date of this Agreement, there are not any outstanding contractual obligations of Xxxxx to repurchase, redeem or otherwise acquire any shares of capital stock of Xxxxx. At the Company or of any Company Subsidiary. The Company is not Closing, Xxxxx shall deliver to KCI a party to any agreement granting any securityholder of the Company the right to cause the Company to register shares of the capital stock or other securities of the Company held by such securityholder. The certified stockholder list provided to the Parent is a current stockholder list, and such list generated by its stock transfer agent which shall accurately reflects reflect all of the issued and outstanding shares of the Company Securities as at the date of this AgreementXxxxx Common Stock however held.

Capital Structure. The capitalization authorized capital stock of the Company is set forth on Schedule 3.03 in the Company Disclosure LetterUnited Digital consists of 10,000 ordinary shares, all of which are issued and outstanding. Except as set forth thereinabove, no shares of capital stock or other voting securities of the Company United Digital are issued, issuable, reserved for issuance or outstanding. The Company United Digital is the sole record and beneficial owner of all of the issued and outstanding capital stock of each Company Subsidiaryof its subsidiaries. All outstanding shares of the capital stock of the Company United Digital and each Company Subsidiary of its subsidiaries are duly authorized, validly issued, fully paid and nonassessable and not subject to or issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the applicable corporate laws of IsraelHong Kong, the Company United Digital Constituent Instruments or any Contract (as defined in Section 3.05) to which the Company United Digital is a party or otherwise bound. Except as set forth on Schedule 3.03 in the Company Disclosure Letter or as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, there There are no not any bonds, debentures, notes or other Indebtedness (as defined in Section 3.16 below) indebtedness of the Company United Digital or any Company Subsidiary of its subsidiaries having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of Company Shares United Digital Stock or the shares capital stock of any Company Subsidiary of its subsidiaries may vote (“Voting Company United Digital Debt”). Except as set forth above, as As of the date of this Agreement, there are not any options, warrants, rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contracts, arrangements or undertakings of any kind to which the Company United Digital or any Company Subsidiary of its subsidiaries is a party or by which any of them is bound (a) obligating the Company United Digital or any Company Subsidiary of its subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity interests in, or any security convertible or exercisable for or exchangeable into any capital stock of or other equity interest in, the Company United Digital or any Company Subsidiary of its subsidiaries or any Voting Company United Digital Debt, (b) obligating the Company United Digital or any Company Subsidiary of its subsidiaries to issue, grant, extend or enter into any such option, warrant, call, right, security, commitment, Contract, arrangement or undertaking or (c) that give any person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights occurring to holders of the capital stock of the Company United Digital or of any Company Subsidiaryof its subsidiaries. The Company is not a party to any agreement granting any securityholder As of the Company the right to cause the Company to register shares of the capital stock or other securities of the Company held by such securityholder. The stockholder list provided to the Parent is a current stockholder list, and such list accurately reflects all of the issued and outstanding shares of the Company Securities as at the date of this Agreement, there are not any outstanding contractual obligations of United Digital to repurchase, redeem or otherwise acquire any shares of capital stock of United Digital.

Capital Structure. The Buyer has an authorized capitalization ----------------- consisting of 100,000,000 shares of Common Stock, par value $.0001 per share, and 20,000,000 shares of Preferred Stock, par value $.0001 per shares. As of the Company is set forth on Schedule 3.03 in date hereof, Buyer has issued and outstanding 51,833,184 shares of Common Stock. 10,995,000 shares of Common Stock are subject to issuance upon the Company Disclosure Letterconversion or exercise of presently issued and outstanding warrants and options of Buyer. 166,667 shares of Common Stock are subject to issuance upon the conversion of preferred stock. 12,511,000 shares of Common Stock are reserved for issuance under Buyer's existing stock option plans. 166,667 shares of Series A Preferred Stock have been issued and 166,667 shares are outstanding. All of the shares of Common Stock and Preferred Stock issued to date has been duly and validly authorized and issued and are fully paid and non-assessable. Except as set forth therein, no shares of capital stock above or other voting securities as disclosed in Section 4.2 of the Company are issued, issuable, reserved for issuance or outstanding. The Company is the sole record and beneficial owner of all of the issued and outstanding capital stock of each Company Subsidiary. All outstanding shares of the capital stock of the Company and each Company Subsidiary are duly authorized, validly issued, fully paid and nonassessable and not subject to or issued in violation of any purchase option, call option, preemptive right, subscription right or any similar right under any provision of the applicable corporate laws of Israel, the Company Constituent Instruments or any Contract (as defined in Section 3.05) to which the Company is a party or otherwise bound. Except as set forth on Schedule 3.03 in the Company Buyer Disclosure Letter or as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, there are no bonds, debentures, notes or other Indebtedness (as defined in Section 3.16 below) of the Company or any Company Subsidiary having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of Company Shares or the shares of any Company Subsidiary may vote (“Voting Company Debt”). Except as set forth above----------------------------------- Schedule, as of the date of this Agreement, (i) there are not any no outstanding -------- options, warrants, rightsscript, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, any shares of capital stock of Buyer or exchangeable securitiesany of its subsidiaries, “phantom” stock rights, stock appreciation rights, stock-based performance unitsor contracts, commitments, Contracts, understandings or arrangements or undertakings of any kind to by which the Company Buyer or any Company Subsidiary of its subsidiaries is a party or by which any of them is may become bound (a) obligating the Company to redeem or any Company Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, issue additional shares of capital stock of Buyer or other equity interests inany of its subsidiaries or options, warrants, scrip, rights to subscribe to calls or commitments of any character whatsoever relating, or securities or rights convertible into, any security convertible or exercisable for or exchangeable into any shares of capital stock of or other equity interest in, the Company Buyer or any Company Subsidiary of its subsidiaries, (ii) there are no outstanding debt securities and (iii) there are no agreements or arrangements under which Buyer or any Voting Company Debt, (b) obligating of its subsidiaries is obligated to register the Company or sale of any Company Subsidiary to issue, grant, extend or enter into any such option, warrant, call, right, security, commitment, Contract, arrangement or undertaking or (c) that give any person of their securities under the right to receive any economic benefit or right similar to or derived from the economic benefits and rights occurring to holders Securities Act. Except as disclosed in Section 4.2 of the capital stock ------------------ Buyer Disclosure Schedule, there are no securities or instruments containing any ------------------------- anti-dilution, right of first refusal, preemptive rights or similar provisions that will be triggered by the issuance of the Company or of any Company SubsidiaryShares as described in this Agreement. The Company is not a party to any agreement granting any securityholder Upon issuance of the Company the right to cause the Company to register shares of the capital stock or other Merger Shares, such securities of the Company held by such securityholder. The stockholder list provided to the Parent is a current stockholder listwill be duly and validly issued, fully paid and such list accurately reflects all of the issued and outstanding shares of the Company Securities as at the date of this Agreementnon-assessable.

Capital Structure. The capitalization of the Company is set forth on Schedule 3.03 in the Company Disclosure Letter. Except as set forth therein, no shares of capital stock or other voting securities of the Company are issued, issuable, reserved for issuance or outstanding. The Company is the sole record and beneficial owner of all of the issued and outstanding capital stock of each Company Subsidiary. All outstanding shares of the capital stock of the Company and each Company Subsidiary are duly authorized, validly issued, fully paid and nonassessable and not subject to or issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the applicable corporate laws of IsraelCanada, the Company Constituent Instruments or any Contract (as defined in Section 3.05) to which the Company is a party or otherwise bound. Except as set forth on Schedule 3.03 in the Company Disclosure Letter or as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generallythis Section 3.03, there are no not any bonds, debentures, notes or other Indebtedness (as defined in Section 3.16 below) indebtedness of the Company or any Company Subsidiary having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of Company Shares or the shares common stock of any Company Subsidiary may vote (“Voting Company Debt”). Except as set forth above, as of the date of this Agreement, there are not any options, warrants, rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contracts, arrangements or undertakings of any kind to which the Company or any Company Subsidiary is a party or by which any of them is bound (a) obligating the Company or any Company Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity interests in, or any security convertible or exercisable for or exchangeable into any capital stock of or other equity interest in, the Company or any Company Subsidiary or any Voting Company Debt, (b) obligating the Company or any Company Subsidiary to issue, grant, extend or enter into any such option, warrant, call, right, security, commitment, Contract, arrangement or undertaking or (c) that give any person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights occurring to holders of the capital stock of the Company or of any Company Subsidiary. The Company is not a party to any agreement granting any securityholder of the Company the right to cause the Company to register shares of the capital stock or other securities of the Company held by such securityholder. The stockholder list provided to the Parent is a current stockholder list, and such list accurately reflects all of the issued and outstanding shares of the Company Securities as at the date of this Agreement.

Capital Structure. The capitalization authorized capital stock of the Company is set forth on Schedule 3.03 in the Company Disclosure Letterconsists of 1,000 ordinary shares, of which 1,000 shares are issued and outstanding. Except as set forth thereinabove, no shares of capital stock or other voting securities of the Company are issued, issuable, reserved for issuance or outstanding. The Company is the sole record and beneficial owner of all of the issued and outstanding capital stock of each Company Subsidiary. All outstanding shares of the capital stock of the Company and each Company Subsidiary are duly authorized, validly issued, fully paid and nonassessable and not subject to or issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the applicable corporate laws of Israelthe British Virgin Islands, the Company Constituent Instruments or any Contract (as defined in Section 3.05) to which the Company is a party or otherwise bound. Except as set forth on Schedule 3.03 in the Company Disclosure Letter or as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, there There are no not any bonds, debentures, notes or other Indebtedness (as defined in Section 3.16 below) indebtedness of the Company or any Company Subsidiary having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of Company Shares Stock or the shares common stock of any Company Subsidiary may vote (“Voting Company Debt”). Except as set forth above, as of the date of this Agreement, there are not any options, warrants, rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contracts, arrangements or undertakings of any kind to which the Company or any Company Subsidiary is a party or by which any of them is bound (a) obligating the Company or any Company Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity interests in, or any security convertible or exercisable for or exchangeable into any capital stock of or other equity interest in, the Company or any Company Subsidiary or any Voting Company Debt, (b) obligating the Company or any Company Subsidiary to issue, grant, extend or enter into any such option, warrant, call, right, security, commitment, Contract, arrangement or undertaking or (c) that give any person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights occurring to holders of the capital stock of the Company or of any Company Subsidiary. The Company is not a party to any agreement granting any securityholder As of the Company the right to cause the Company to register shares of the capital stock or other securities of the Company held by such securityholder. The stockholder list provided to the Parent is a current stockholder list, and such list accurately reflects all of the issued and outstanding shares of the Company Securities as at the date of this Agreement, there are not any outstanding contractual obligations of the Company to repurchase, redeem or otherwise acquire any shares of capital stock of the Company.

Capital Structure. The capitalization of the Company is set forth on Schedule 3.03 in the Company Disclosure Letterhas 100 membership units issued and outstanding. Except as set forth thereinabove, no shares of capital stock or other voting securities of the Company are issued, issuable, reserved for issuance or outstanding. The Except as specified in the Company Disclosure Letter, the Company is the sole record and beneficial owner of all of the issued and outstanding capital stock of each Company Subsidiary. All outstanding shares of the capital stock of the Company and each Company Subsidiary are duly authorized, validly issued, fully paid and nonassessable and not subject to or issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the applicable corporate laws of Israellaws, the Company Constituent Instruments or any Contract (as defined in Section 3.05) to which the Company is a party or otherwise bound. Except as set forth on Schedule in this Section 3.03 and in the Company Disclosure Letter or as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generallyLetter, there are no not any bonds, debentures, notes or other Indebtedness (as defined in Section 3.16 below) indebtedness of the Company or any Company Subsidiary having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of Company Shares or the shares common stock of any Company Subsidiary may vote (“Voting Company Debt”). Except as set forth above, as of the date of this Agreement, there are not any options, warrants, rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contracts, arrangements or undertakings of any kind to which the Company or any Company Subsidiary is a party or by which any of them is bound (a) obligating the Company or any Company Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity interests in, or any security convertible or exercisable for or exchangeable into any capital stock of or other equity interest in, the Company or any Company Subsidiary or any Voting Company Debt, (b) obligating the Company or any Company Subsidiary to issue, grant, extend or enter into any such option, warrant, call, right, security, commitment, Contract, arrangement or undertaking or (c) that give any person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights occurring to holders of the capital stock of the Company or of any Company Subsidiary. The Company is not a party to any agreement granting any securityholder of the Company the right to cause the Company to register shares of the capital stock or other securities of the Company held by such securityholder. The stockholder list provided to the Parent is a current stockholder list, and such list accurately reflects all of the issued and outstanding shares of the Company Securities as at the date of this Agreement.

Capital Structure. The capitalization authorized capital stock of the Company is consists of 60,000,000 shares of Common Stock and 20,000,000 shares of Preferred Stock. As of January 20, 1998, (i) 14,361,925 shares of Common Stock and no shares of Preferred Stock were issued and outstanding, (ii) 489,117 shares of Common Stock were held by the Company in its treasury (and 150,000 outstanding shares of Common Stock held by a total of six persons who are listed on Scheduled 3(d)(ii) to the Company Disclosure Letter are to be purchased by the Company at a price of $21.00 per share prior to Closing pursuant to written agreements which the Company has previously delivered to the Purchaser), and (iii) 861,804 shares of Common Stock were issuable under the Company's employee benefit or incentive plans pursuant to awards granted or that may be granted by the Company. (The written agreements referred in clauses (ii) hereof are sometimes also referred to herein as "Repurchase Agreements.") Except as set forth on in this Section 3(d) or in Schedule 3.03 in 3(d) to the Company Disclosure Letter. Except as set forth therein, no shares of capital stock Common Stock or other voting securities of the Company are were issued, issuable, reserved for issuance or outstanding. The Company is has no outstanding stock appreciation rights relating to the sole record and beneficial owner of all Common Stock of the issued and outstanding capital stock of each Company SubsidiaryCompany. All outstanding shares of the capital stock Common Stock of the Company and each Company Subsidiary are duly authorized, validly issued, fully paid and nonassessable and not subject to or issued in violation of any purchase option, call option, preemptive right, subscription right or any similar right under any provision of the applicable corporate laws of Israel, the Company Constituent Instruments or any Contract (as defined in Section 3.05) to which the Company is a party or otherwise boundrights. Except as set forth on Schedule 3.03 in the Company Disclosure Letter or as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, there There are no bonds, debentures, notes or other Indebtedness (as defined in Section 3.16 below) indebtedness of the Company or any Company Subsidiary having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders stockholders of the Company Shares or the shares of any Company Subsidiary may vote (“Voting Company Debt”)vote. Except (A) as set forth aboveabove in this Section 3(d), or (B) as of set forth in Schedule 3(d) to the date of this AgreementCompany Disclosure Letter, there are not any no outstanding securities, options, warrants, calls, rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contractsagreements, arrangements or undertakings of any kind to which the Company or any Company Subsidiary is a party or by which any of them such entity is bound (a) bound, obligating the Company or any Company Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock stock, voting securities or other equity ownership interests in, or any security convertible or exercisable for or exchangeable into any capital stock of or other equity interest in, the Company or any Company Subsidiary or any Voting Company Debt, (b) obligating the Company or any Company Subsidiary to issue, grant, extend or enter into any such security, option, warrant, call, right, security, commitment, Contractagreement, arrangement or undertaking or (cundertaking. Except as set forth on Schedule 3(d) that give any person to the right to receive any economic benefit or right similar to or derived from the economic benefits and rights occurring to holders of the capital stock Company Disclosure Letter, there are no outstanding contractual obligations of the Company or of any Company Subsidiary. The Company is not a party Subsidiary to repurchase, redeem or otherwise acquire any agreement granting any securityholder of the Company the right to cause the Company to register shares of the capital stock stock, voting securities or other securities of the Company held by such securityholder. The stockholder list provided to the Parent is a current stockholder list, and such list accurately reflects all of the issued and outstanding shares of the Company Securities as at the date of this Agreement.ownership interests in the

Capital Structure. (a) The capitalization total authorized, issued and outstanding Units of the Company is Company, the name of each holder thereof and the number of Units held by each such holder are set forth on Schedule 3.03 in the Company Disclosure Letter. Except as set forth therein, no shares of capital stock or other voting securities Section 5.02(a) of the Company are issued, issuable, reserved for issuance or outstandingDisclosure Schedules. The Company is the sole record and beneficial owner of Purchased Units constitute all of the issued and outstanding capital stock of each Company SubsidiaryEquity Interests in the Company. All outstanding shares of the capital stock of the Company and each Company Subsidiary Units are duly authorized, have been validly issued, issued and are fully paid and nonassessable and nonassessable, have not subject to or been issued in violation of any purchase option, call option, preemptive right, subscription right or any similar right under any provision of the rights and were issued in compliance with applicable corporate laws of Israel, the Company Constituent Instruments securities Laws or any Contract (as defined in Section 3.05) to which the Company is a party or otherwise boundexemptions therefrom. Except as set forth on Schedule 3.03 Section 5.02(a) of the Disclosure Schedules, there is no Voting Debt or other equity or voting interests in the Company, or any outstanding options, warrants or other rights of any kind to acquire any Units, Voting Debt, or other Equity Interests or voting interest of the Company, nor any outstanding securities convertible into or exchangeable for, or which otherwise confer on the holder thereof any right to acquire, any Units, Voting Debt, or other Equity Interests or voting interests of the Company, or any rights to subscribe for or to purchase, or any agreements providing for the issuance (contingent or otherwise) of, any Units, Voting Debt, or other Equity Interests or voting interests in the Company. The Company has not committed to issue any such option, warrant, right or security. Except as set forth on Section 5.02(a) of the Disclosure Schedules, the Company is not a party to any right of first refusal, right of first offer, proxy, voting agreement, voting trust, registration rights agreement or equity holders’ agreement with respect to the sale or voting of any Units, Voting Debt or other Equity Interests or voting interests in the Company Disclosure Letter or as limited by general equitable principles and applicable bankruptcyany securities convertible into or exchangeable or exercisable for any Units, insolvency, reorganization, moratorium and Voting Debt or other laws of general application affecting enforcement of creditors’ rights generally, there Equity Interests or voting interests in the Company. There are no not any bonds, debentures, notes notes, debt securities or other Indebtedness (as defined in Section 3.16 below) Debt of the any Group Company or any Company Subsidiary having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of Company Shares or the shares any holder of any Equity Interest of the Company Subsidiary or any member of the Company Group may vote (“Voting Company Debt”). Except as set forth aboveOther than Nantong and Armor Plastics, as of the date of this Agreement, there are not any options, warrants, rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contracts, arrangements or undertakings of any kind to which the Company or has no subsidiaries nor owns any Company Subsidiary is a party or by which any of them is bound (a) obligating the Company or any Company Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or stock, other equity interests in, or any security convertible or exercisable for or exchangeable into any capital stock of or other equity ownership interest in, the Company or any Company Subsidiary or any Voting Company Debt, (b) obligating the Company or any Company Subsidiary to issue, grant, extend or enter into any such option, warrant, call, right, security, commitment, Contract, arrangement or undertaking or (c) that give any person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights occurring to holders of the capital stock of the Company or of any Company Subsidiary. The Company is not a party to any agreement granting any securityholder of the Company the right to cause the Company to register shares of the capital stock or other securities of any other Person. Each Person who has received Units that constitute “profits interests” in the Company held by has filed a timely Code Section 83(b) election with respect to such securityholderUnits. The stockholder list provided to the Parent is a current stockholder list, and such list accurately reflects all of the issued and outstanding shares of All Units that constitute “profits interests” in the Company Securities as have been granted with a threshold equity value equal to at least the fair market value of such Unit on the applicable date of this Agreementgrant and the threshold equity value of each such Unit is equal to an amount that is consistent with the treatment of such Unit as a “profits interest” under Revenue Procedures 93-27 and 2001-43.

Capital Structure. The capitalization of the Company is set forth on Schedule 3.03 in the Company Disclosure Letterhas 1 membership unit issued and outstanding. Except as set forth thereinabove, no shares of capital stock or other voting securities of the Company are issued, issuable, reserved for issuance or outstanding. The Except as specified in the Company Disclosure Letter, the Company is the sole record and beneficial owner of all of the issued and outstanding capital stock of each Company Subsidiary. All outstanding shares of the capital stock of the Company and each Company Subsidiary are duly authorized, validly issued, fully paid and nonassessable and not subject to or issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the applicable corporate laws of IsraelFlorida, the Company Constituent Instruments or any Contract (as defined in Section 3.05) to which the Company is a party or otherwise bound. Except as set forth on Schedule in this Section 3.03 and in the Company Disclosure Letter or as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generallyLetter, there are no not any bonds, debentures, notes or other Indebtedness (as defined in Section 3.16 below) indebtedness of the Company or any Company Subsidiary having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of Company Shares or the shares common stock of any Company Subsidiary may vote (“Voting Company Debt”). Except as set forth above, as of the date of this Agreement, there are not any options, warrants, rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contracts, arrangements or undertakings of any kind to which the Company or any Company Subsidiary is a party or by which any of them is bound (a) obligating the Company or any Company Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity interests in, or any security convertible or exercisable for or exchangeable into any capital stock of or other equity interest in, the Company or any Company Subsidiary or any Voting Company Debt, (b) obligating the Company or any Company Subsidiary to issue, grant, extend or enter into any such option, warrant, call, right, security, commitment, Contract, arrangement or undertaking or (c) that give any person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights occurring to holders of the capital stock of the Company or of any Company Subsidiary. The Company is not a party to any agreement granting any securityholder of the Company the right to cause the Company to register shares of the capital stock or other securities of the Company held by such securityholder. The stockholder list provided to the Parent is a current stockholder list, and such list accurately reflects all of the issued and outstanding shares of the Company Securities as at the date of this Agreement.

Capital Structure. The capitalization authorized capital stock of the Company is set forth on Schedule 3.03 in the Company Disclosure Letterconsists of 50,000 ordinary shares of which 1,000 shares are issued and outstanding. Except as set forth thereinabove, no shares of capital stock or other voting securities of the Company are issued, issuable, reserved for issuance or outstanding. The Except as specified in the Company Disclosure Letter, the Company is the sole record and beneficial owner of all of the issued and outstanding capital stock of each Company Subsidiary. All outstanding shares of the capital stock of the Company and each Company Subsidiary are duly authorized, validly issued, fully paid and nonassessable and not subject to or issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the applicable corporate laws of Israelthe British Virgin Islands, the Company Constituent Instruments or any Contract (as defined in Section 3.05) to which the Company is a party or otherwise bound. Except as set forth on Schedule in this section 3.03 and in the Company Disclosure Letter or as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generallyLetter, there are no not any bonds, debentures, notes or other Indebtedness (as defined in Section 3.16 below) indebtedness of the Company or any Company Subsidiary having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of Company Shares Stock or the shares common stock of any Company Subsidiary may vote (“"Voting Company Debt”"). Except as set forth above, as of the date of this Agreement, there are not any options, warrants, rights, convertible or exchangeable securities, “"phantom” " stock rights, stock appreciation rights, stock-based performance units, commitments, Contracts, arrangements or undertakings of any kind to which the Company or any Company Subsidiary is a party or by which any of them is bound (ai) obligating the Company or any Company Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity interests in, or any security convertible or exercisable for or exchangeable into any capital stock of or other equity interest in, the Company or any Company Subsidiary or any Voting Company Debt, (bii) obligating the Company or any Company Subsidiary to issue, grant, extend or enter into any such option, warrant, call, right, security, commitment, Contract, arrangement or undertaking or (ciii) that give any person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights occurring to holders of the capital stock of the Company or of any Company Subsidiary. The Company is not a party to any agreement granting any securityholder of Except as set forth in the Company the right to cause the Company to register shares Disclosure Letter, as of the capital stock or other securities of the Company held by such securityholder. The stockholder list provided to the Parent is a current stockholder list, and such list accurately reflects all of the issued and outstanding shares of the Company Securities as at the date of this Agreement, there are not any outstanding contractual obligations of the Company to repurchase, redeem or otherwise acquire any shares of capital stock of Parent.

Capital Structure. The capitalization (a) Section 3.03(a)(i) of the Company is set Disclosure Schedule sets forth on Schedule 3.03 (i) all of the authorized capital stock or other equity interests of the Company and (ii) the number of shares of each class or series of capital stock or other equity interests in the Company that are issued and outstanding, together with the record or beneficial owners thereof and whether such shares or other equity interests are subject to vesting or forfeiture. The capital stock or other equity interests of the Company have been duly authorized, are validly issued and are fully paid and non-assessable. The shares of Company Common Stock reflected on Section 3.03(a)(i) of the Company Disclosure LetterSchedule are the only outstanding securities of the Company, all of which are uncertificated. Except for this Agreement, the Stockholder Agreement and the Company SAFEs, there are no preemptive or other outstanding rights, options, warrants, subscriptions, puts, calls, conversion rights or agreements or commitments of any character (including any stockholder rights plan or similar plan commonly referred to as set forth thereina “poison pill”) relating to the authorized and issued, unissued or treasury shares of capital stock, or other equity or voting interests, of the Company, and the Company is not committed to issue any of the foregoing. The capital stock or other equity interests of the Company have not been issued in violation of any applicable Laws or the organizational documents of the Company. The Company does not have any debt securities outstanding that have voting rights or are exercisable or convertible into, or exchangeable or redeemable for, or that give any Person a right to subscribe for or acquire, capital stock or other equity interests of the Company (except for the Company SAFEs). There are no obligations, contingent or otherwise, to repurchase, redeem (or establish a sinking fund with respect to redemption) or otherwise acquire any capital stock or other equity interests of the Company. There are no shares of capital stock or other equity or voting securities interests of the Company are issued, issuable, reserved for issuance or outstandingissuance. The Company is the sole record and beneficial owner of all of the has not issued and outstanding capital stock of each Company Subsidiary. All outstanding shares of the capital stock of the Company and each Company Subsidiary are duly authorized, validly issued, fully paid and nonassessable and not subject to or issued in violation of any purchase option, call option, preemptive right, subscription right or any similar right under any provision of the applicable corporate laws of Israel, the Company Constituent Instruments or any Contract (as defined in Section 3.05) to which the Company is a party or otherwise bound. Except as set forth on Schedule 3.03 in the Company Disclosure Letter or as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, there are no bonds, debentures, notes or other Indebtedness (as defined in Section 3.16 below) of the Company or any Company Subsidiary having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of Company Shares or the shares of any Company Subsidiary may vote (“Voting Company Debt”). Except as set forth above, as of the date of this Agreement, there are not any options, warrants, rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contracts, arrangements or undertakings of any kind to which the Company or any Company Subsidiary is a party or by which any of them is bound (a) obligating the Company or any Company Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity or voting interests under the Company Incentive Plan. Except as set forth on Section 3.03(a)(ii) of the Company Disclosure Schedule, there are no voting trusts, shareholder agreements, proxies or other agreements or understandings in effect with respect to the voting or transfer of any of the equity interests of the Company. There are no outstanding or authorized stock appreciation, phantom stock, profit participation or similar rights with respect to the capital stock of, or other equity or voting interests in, or any security convertible or exercisable for or exchangeable into any capital stock of or other equity interest in, the Company or any Company Subsidiary or any Voting Company Debt, (b) obligating the Company or any Company Subsidiary to issue, grant, extend or enter into any such option, warrant, call, right, security, commitment, Contract, arrangement or undertaking or (c) that give any person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights occurring to holders of the capital stock of the Company or of any Company Subsidiary. The Company is not a party to any agreement granting any securityholder of the Company the right to cause the Company to register shares of the capital stock or other securities of the Company held by such securityholder. The stockholder list provided to the Parent is a current stockholder list, and such list accurately reflects all of the issued and outstanding shares of the Company Securities as at the date of this AgreementCompany.

Capital Structure. The capitalization authorized capital stock of the Company Cantix consists of 50,000 ordinary shares, $1.00 par value, of which one (1) ordinary share is set forth on Schedule 3.03 in the Company Disclosure Letterissued and outstanding. Except as set forth thereinabove, no shares of capital stock or other voting securities of the Company Cantix are issued, issuable, reserved for issuance or outstanding. The Company Cantix is the sole record and and/or beneficial owner of all of the issued and outstanding capital stock of each Company Subsidiaryof its Subsidiaries. All outstanding shares of the capital stock of the Company Cantix and each Company Subsidiary of its Subsidiaries are duly authorized, validly issued, fully paid and nonassessable and not subject to or issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the applicable corporate laws of Israelthe British Virgin Islands (or the applicable corporate laws governing each of the Subsidiaries), the Company Cantix Constituent Instruments, the Subsidiary Constituent Instruments or any Contract (as defined in Section 3.05) to which the Company Cantix or any of its Subsidiaries is a party or otherwise bound. Except as set forth on Schedule 3.03 in the Company Disclosure Letter or as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, there There are no not any bonds, debentures, notes or other Indebtedness (as defined in Section 3.16 below) indebtedness of the Company Cantix or any Company Subsidiary of its Subsidiaries having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of Company Cantix Shares or the shares capital stock of any Company Subsidiary of its Subsidiaries may vote (“Voting Company Cantix Debt”). Except as set forth above, as of the date of this Agreement, there are not any options, warrants, rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contracts, arrangements or undertakings of any kind to which the Company Cantix or any Company Subsidiary of its Subsidiaries is a party or by which any of them is bound (a) obligating the Company Cantix or any Company Subsidiary of its Subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity interests in, or any security convertible or exercisable for or exchangeable into any capital stock of or other equity interest in, the Company Cantix or any Company Subsidiary of its Subsidiaries or any Voting Company Cantix Debt, (b) obligating the Company Cantix or any Company Subsidiary of its Subsidiaries to issue, grant, extend or enter into any such option, warrant, call, right, security, commitment, Contract, arrangement or undertaking or (c) that give any person Person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights occurring to holders of the capital stock of the Company Cantix or of any Company Subsidiaryof its Subsidiaries. The Company is not a party to any agreement granting any securityholder As of the Company the right to cause the Company to register shares of the capital stock or other securities of the Company held by such securityholder. The stockholder list provided to the Parent is a current stockholder list, and such list accurately reflects all of the issued and outstanding shares of the Company Securities as at the date of this Agreement, there are not any outstanding contractual obligations of Cantix to repurchase, redeem or otherwise acquire any shares of capital stock of Cantix.

Capital Structure. The capitalization of the Company is set forth on Schedule 3.03 in the Company Disclosure Letter. Except as set forth therein, no shares of capital stock or other voting securities of the Company are issued, issuable, reserved for issuance or outstanding. The Company is the sole record and beneficial owner of all of the issued and outstanding capital stock of each Company Subsidiary. All outstanding shares of the authorized capital stock of the Company consists solely of (a) 10,000,000 shares of common stock, par value $.01 per share, of which 7,004,705 are issued and each Company Subsidiary outstanding, and (b) 1,000,000 shares of preferred stock, par value $1.00 per share, of which none are duly authorizedissued and outstanding. There are no employment, validly issued, fully paid and nonassessable and not subject to executive termination or issued in violation similar agreements providing for the issuance of any purchase option, call option, preemptive right, subscription right or any similar right under any provision shares of capital stock of the applicable corporate laws of Israel, the Company Constituent Instruments or any Contract (as defined in Section 3.05) to which the Company is a party or otherwise boundCompany. Except as set forth on Schedule 3.03 in the Company Disclosure Letter or as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, there are no No bonds, debentures, notes or other Indebtedness (as defined in Section 3.16 below) instruments or evidence of the Company or any Company Subsidiary indebtedness having the right to vote (or convertible into, or exercisable or exchangeable for, securities having the right to vote) on any matters on which holders of Company Shares or the shares of any Company Subsidiary Company's stockholders may vote (“the "Company Voting Company Debt”)") are issued or outstanding. Except as set forth above, as of the date of in this AgreementSection 4.5, there are not any outstanding: (a) no Shares, Company Voting Debt or other voting securities of the Company; (b) no securities of the Company convertible into, or exchangeable or exercisable for, Shares, Company Voting Debt or other voting securities of the Company; and (c) no options, warrants, calls, puts, rights (including, without limitation, preemptive rights), convertible commitments or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contracts, arrangements or undertakings of any kind agreements to which the Company or any Company Subsidiary is a party or by which it is bound, in any of them is bound (a) case obligating the Company or any Company Subsidiary to issue, deliver deliver, sell, purchase, redeem or sellacquire, or cause to be issued, delivered delivered, sold, purchased, redeemed or soldacquired, additional shares of capital stock or any Company Voting Debt or other equity interests invoting securities of the Company, or any security convertible or exercisable for or exchangeable into any capital stock of or other equity interest in, the Company or any Company Subsidiary or any Voting Company Debt, (b) obligating the Company or any Company Subsidiary to issue, grant, extend or enter into any such option, warrant, call, put, right, securitycommitment or agreement. There are not any stockholder agreements, commitment, Contract, arrangement voting trusts or undertaking other agreements or (c) understandings to which the Company is a party or by which it is bound relating to the voting of any Shares that give will limit in any person way the right to receive any economic benefit solicitation of proxies by or right similar to or derived from the economic benefits and rights occurring to holders of the capital stock on behalf of the Company from, or the casting of any Company Subsidiary. The Company is not a party to any agreement granting any securityholder votes by, the stockholders of the Company the right to cause the Company to register shares of the capital stock or other securities of the Company held by such securityholder. The stockholder list provided to the Parent is a current stockholder list, and such list accurately reflects all of the issued and outstanding shares of the Company Securities as at the date of this AgreementCompany.

Capital Structure. The capitalization authorized capital stock of UAS consists of 110,000,000 shares divided into 100,000,000 shares of common stock, $0.0001 par value; and 10,000,000 shares of preferred stock, $0.0001 par value. As of the Company is set forth on Schedule 3.03 in the Company Disclosure Letter. Except as set forth thereindate of this Agreement, 1,172,544 shares of UAS’s common stock are issued and outstanding, and no shares of capital preferred stock are issued or other voting securities of the Company are issued, issuable, reserved for issuance or and outstanding. The Company is the sole record and beneficial owner of all of the issued and outstanding capital stock of each Company Subsidiary. All outstanding shares of the capital stock of UAS are, and all such shares that may be issued prior to the Company date hereof or simultaneous with the Closing as outlined in Annex A will be when issued and each Company Subsidiary are delivered, duly authorized, validly issued, fully paid and nonassessable non-assessable and not subject to or issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the applicable corporate laws law of IsraelNevada, the Company Constituent Instruments UAS Charter, the UAS Bylaws or any Contract (as defined in Section 3.05) to which the Company UAS is a party or otherwise bound. Except as set forth on Schedule 3.03 in As of the Company Disclosure Letter or as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws date of general application affecting enforcement of creditors’ rights generallythis Agreement, there are no bonds, debentures, notes or other Indebtedness (as defined in Section 3.16 below) indebtedness of the Company or any Company Subsidiary UAS outstanding having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of Company Shares or the shares of any Company Subsidiary UAS’s common stock may vote (“Voting Company Debt”)vote. Except as set forth above, as As of the date of this Agreement, and except as set forth in Schedule 4.3, there are not any no options, warrants, rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contracts, arrangements or undertakings of any kind to which the Company or any Company Subsidiary UAS is a party or by which any of them it is bound (a) obligating the Company or any Company Subsidiary UAS to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity interests in, or any security convertible or exercisable for or exchangeable into any capital stock of or other equity interest in, the Company or any Company Subsidiary or any Voting Company DebtUAS, (b) obligating the Company or any Company Subsidiary UAS to issue, grant, extend or enter into any such option, warrant, call, right, security, commitment, Contract, arrangement or undertaking or (c) that give any person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights occurring to holders of the capital stock of the Company or of any Company SubsidiaryUAS. The Company is not a party to any agreement granting any securityholder As of the Company the right date of this Agreement, and except as set forth in Schedule 4.3, there are no outstanding contractual obligations of UAS to cause the Company to register repurchase, redeem or otherwise acquire any shares of the capital stock or other securities of the Company held by such securityholderUAS. The stockholder list of UAS provided to the Parent Duke is a current stockholder listlist generated by its stock transfer agent, and such list accurately reflects all of the issued and outstanding shares of the Company Securities as at the date of this AgreementUAS’s common stock.

Capital Structure. The capitalization authorized capital stock of Digital consists of 50,000,000 shares of Digital Common Stock, par value $.025 per share. At the Company is set forth close of business on Schedule 3.03 October 6, 1995, (i) 11,589,267 shares of Digital Common Stock were issued and outstanding, (ii) 40,061 shares of Digital Common Stock were held by Digital in its treasury, (iii) 1,818,980 shares of Digital Common Stock were reserved for issuance pursuant to the Company Disclosure LetterStock Plans (as defined in Section 5.6) and (iv) 2,705,000 shares of Digital Common Stock were reserved for issuance upon exercise of Digital's outstanding share purchase warrants ("Digital Warrants"). Except as set forth thereinabove, at the close of business on October 6, 1995, no shares of capital stock or other voting securities of the Company are Digital were issued, issuable, reserved for issuance or outstanding. The Company is the sole record and beneficial owner of all of the issued and outstanding capital stock of each Company Subsidiary. All outstanding shares of the capital stock of Digital are, and all shares which may be issued pursuant to the Company and each Company Subsidiary are Stock Plans will be, when issued, duly authorized, validly issued, fully paid and nonassessable non- assessable and not subject to or issued in violation of any purchase option, call option, preemptive right, subscription right or any similar right under any provision of the applicable corporate laws of Israel, the Company Constituent Instruments or any Contract (as defined in Section 3.05) to which the Company is a party or otherwise boundpre-emptive rights. Except as set forth on Schedule 3.03 in the Company Disclosure Letter or as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, there There are no bonds, debentures, notes or other Indebtedness (as defined in Section 3.16 below) indebtedness of the Company or any Company Subsidiary Digital having the right to vote (or or, except for the Digital Warrants, convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders stockholders of Company Shares or the shares of any Company Subsidiary Digital may vote (“Voting Company Debt”)vote. Except as set forth above, as of the date of this Agreementhereof, there are not any no outstanding securities, options, warrants, calls, rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contractsagreements, arrangements or undertakings of any kind to which the Company Digital or any Company Subsidiary of its subsidiaries is a party or by which any of them is bound (a) obligating the Company Digital or any Company Subsidiary of its subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity interests in, voting securities of Digital or of any of its subsidiaries or obligating Digital or any security convertible or exercisable for or exchangeable into any capital stock of or other equity interest in, the Company or any Company Subsidiary or any Voting Company Debt, (b) obligating the Company or any Company Subsidiary its subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, security, commitment, Contractagreement, arrangement or undertaking undertaking. As of the date of this Agreement, there are not any outstanding contractual obligations of Digital or (c) that give any person the right of its subsidiaries to receive repurchase, redeem or otherwise acquire any economic benefit shares of capital stock of Digital or right similar any of its subsidiaries. There are not any outstanding contractual obligations of Digital to vote or derived from the economic benefits and rights occurring to holders dispose of any shares of the capital stock of the Company or any of any Company Subsidiary. The Company is not a party to any agreement granting any securityholder of the Company the right to cause the Company to register shares of the capital stock or other securities of the Company held by such securityholder. The stockholder list provided to the Parent is a current stockholder list, and such list accurately reflects all of the issued and outstanding shares of the Company Securities as at the date of this Agreementits subsidiaries.

Capital Structure. The capitalization of the Company is set forth on Schedule 3.03 in the Company Disclosure Letterhas 1,000 shares issued and outstanding. Except as set forth thereinabove, no shares of capital stock or other voting securities of the Company are issued, issuable, reserved for issuance or outstanding. The Except as specified in the Company Disclosure Letter, the Company is the sole record and beneficial owner of all of the issued and outstanding capital stock of each Company Subsidiary. All outstanding shares of the capital stock of the Company and each Company Subsidiary are duly authorized, validly issued, fully paid and nonassessable non-assessable and not subject to or issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the applicable corporate laws of Israelthe State of Delaware, the Company Constituent Instruments or any Contract (as defined in Section 3.05) to which the Company is a party or otherwise bound. Except as set forth on Schedule in this Section 3.03 and in the Company Disclosure Letter or as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generallyLetter, there are no not any bonds, debentures, notes or other Indebtedness (as defined in Section 3.16 below) indebtedness of the Company or any Company Subsidiary having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of Company Shares or the shares common stock of any Company Subsidiary may vote (“"Voting Company Debt”''). Except as set forth above, as of the date of this Agreement, there are not any options, warrants, rights, convertible or exchangeable securities, “"phantom” " stock rights, stock appreciation rights, stock-based performance units, commitments, Contracts, arrangements or undertakings of any kind to which the Company or any Company Subsidiary is a party or by which any of them is bound (a) obligating the Company or any Company Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity interests in, or any security convertible or exercisable for or exchangeable into any capital stock of or other equity interest in, the Company or any Company Subsidiary or any Voting Company Debt, (b) obligating the Company or any Company Subsidiary to issue, grant, extend or enter into any such option, warrant, call, right, security, commitment, Contract, arrangement or undertaking or (c) that give any person the right to receive any economic benefit or right similar to 10 or derived from the economic benefits and rights occurring to holders of the capital stock of the Company or of any Company Subsidiary. The Company is not a party to any agreement granting any securityholder of the Company the right to cause the Company to register shares of the capital stock or other securities of the Company held by such securityholder. The stockholder list provided to the Parent is a current stockholder list, and such list accurately reflects all of the issued and outstanding shares of the Company Securities as at the date of this Agreement.

Capital Structure. The Upon delivery, the capitalization of the Company is will be set forth on Schedule 3.03 in the Company Disclosure Letter. Except as set forth therein, no shares of capital stock or other voting securities of the Company are issued, issuable, reserved for issuance or outstanding. The Company is the sole record and beneficial owner of all of the issued and outstanding capital stock of each Company Subsidiary. All To the Company's knowledge, all outstanding shares of the capital stock of the Company and each Company Subsidiary are duly authorized, validly issued, fully paid and nonassessable and not subject to or issued in violation of any purchase option, call option, preemptive right, subscription right or any similar right under any provision of the applicable corporate laws of Israel, the Company Constituent Instruments or any Contract (as defined in Section 3.05) to which the Company is a party or otherwise bound. Except as set forth on Schedule 3.03 in the Company Disclosure Letter or as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, there are no not any bonds, debentures, notes or other Indebtedness (as defined in Section 3.16 3.19 below) of the Company or any Company Subsidiary having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of Company Shares or the shares of any Company Subsidiary may vote (“Voting Company Debt”). Except as set forth above, as of the date of this Agreement, there are not any options, warrants, rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contracts, arrangements or undertakings of any kind to which the Company or any Company Subsidiary is a party or by which any of them is bound (a) obligating the Company or any Company Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity interests in, or any security convertible or exercisable for or exchangeable into any capital stock of or other equity interest in, the Company or any Company Subsidiary or any Voting Company Debt, (b) obligating the Company or any Company Subsidiary to issue, grant, extend or enter into any such option, warrant, call, right, security, commitment, Contract, arrangement or undertaking or (c) that give any person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights occurring to holders of the capital stock of the Company or of any Company Subsidiary. The Company is not a party to any agreement granting any securityholder of the Company the right to cause the Company to register shares of the capital stock or other securities of the Company held by such securityholder. The stockholder list provided to the Parent is a current stockholder list, and such list accurately reflects all of the issued and outstanding shares of the Company Securities as at the date of this Agreement.

Capital Structure. The capitalization authorized capital stock of the Company is set forth consists of 50,000,000 shares of (the "COMPANY CAPITAL STOCK"). At the close of business on Schedule 3.03 in June 10, 2002, (i) 10,385,000 shares of Company Common Stock were issued and outstanding, (ii) no shares of Company Common Stock were held by the Company Disclosure Letterin its treasury, and (iii) 1,672,157 shares of Company Common Stock were subject to outstanding Company Stock Options (as defined in Section 6.04) and 606,943 additional shares of Company Common Stock were reserved for issuance pursuant to the Company Stock Plans (as defined in Section 6.04). Except as set forth thereinabove, at the close of business on June 10, 2002, no shares of capital stock or other voting securities of the Company are were issued, issuable, reserved for issuance or outstanding. The Company is the sole record and beneficial owner of all of the issued and outstanding capital stock of each Company Subsidiary. All outstanding shares of Company Capital Stock are, and all such shares that may be issued prior to the capital stock of the Company and each Company Subsidiary are Effective Time will be when issued, duly authorized, validly issued, fully paid and nonassessable and not subject to or issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the applicable corporate laws of IsraelBCA, the Company Constituent Instruments Charter, the Company By-laws or any Contract (as defined in Section 3.05) to which the Company is a party or otherwise bound. Except as set forth on Schedule 3.03 in the Company Disclosure Letter or as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, there There are no not any bonds, debentures, notes or other Indebtedness (as defined in Section 3.16 below) indebtedness of the Company or any Company Subsidiary having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of Company Shares or the shares of any Company Subsidiary Common Stock may vote (“Voting Company Debt”"VOTING COMPANY DEBT"). Except as set forth above, as of the date of this Agreement, there are not any options, warrants, rights, convertible or exchangeable securities, “"phantom” " stock rights, stock appreciation rights, stock-based performance units, commitments, Contracts, arrangements or undertakings of any kind to which the Company or any Company Subsidiary is a party or by which any of them is bound (ai) obligating the Company or any Company Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity interests in, or any security convertible or exercisable for or exchangeable into any capital stock of or other equity interest in, the Company or of any Company Subsidiary or any Voting Company Debt, (bii) obligating the Company or any Company Subsidiary to issue, grant, extend or enter into any such option, warrant, call, right, security, commitment, Contract, arrangement or undertaking or (ciii) that give any person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights occurring to holders of Company Capital Stock. As of the date of this Agreement, there are not any outstanding contractual obligations of the Company or any Company Subsidiary to repurchase, redeem or otherwise acquire any shares of capital stock of the Company or of any Company Subsidiary. The Company is not a party to any agreement granting any securityholder of the Company the right to cause the Company to register shares of the capital stock or other securities of the Company held by such securityholder. The stockholder list provided to the Parent is a current stockholder list, and such list accurately reflects all of the issued and outstanding shares of the Company Securities as at the date of this Agreement.

Capital Structure. The capitalization authorized capital stock of the Company is set forth on Schedule 3.03 in the Company Disclosure Letterconsists of 100 ordinary shares, of which 100 shares are issued and outstanding. Except as set forth thereinabove, no shares of capital stock or other voting securities of the Company are issued, issuable, reserved for issuance or outstanding. The Company is the sole record and beneficial owner of all of the issued and outstanding capital stock of each Company Subsidiary. All outstanding shares of the capital stock of the Company and each Company Subsidiary are duly authorized, validly issued, fully paid and nonassessable and not subject to or issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the applicable corporate laws of Israelthe British Virgin Islands, the Company Constituent Instruments or any Contract (as defined in Section 3.05) to which the Company is a party or otherwise bound. Except as set forth on Schedule 3.03 in the Company Disclosure Letter or as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, there There are no not any bonds, debentures, notes or other Indebtedness (as defined in Section 3.16 below) indebtedness of the Company or any Company Subsidiary having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of Company Shares Stock or the shares common stock of any Company Subsidiary may vote (“Voting Company Debt”). Except as set forth above, as of the date of this Agreement, there are not any options, warrants, rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contracts, arrangements or undertakings of any kind to which the Company or any Company Subsidiary is a party or by which any of them is bound (a) obligating the Company or any Company Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity interests in, or any security convertible or exercisable for or exchangeable into any capital stock of or other equity interest in, the Company or any Company Subsidiary or any Voting Company Debt, (b) obligating the Company or any Company Subsidiary to issue, grant, extend or enter into any such option, warrant, call, right, security, commitment, Contract, arrangement or undertaking or (c) that give any person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights occurring to holders of the capital stock of the Company or of any Company Subsidiary. The Company is not a party to any agreement granting any securityholder As of the Company the right to cause the Company to register shares of the capital stock or other securities of the Company held by such securityholder. The stockholder list provided to the Parent is a current stockholder list, and such list accurately reflects all of the issued and outstanding shares of the Company Securities as at the date of this Agreement, there are not any outstanding contractual obligations of the Company to repurchase, redeem or otherwise acquire any shares of capital stock of the Company.

Capital Structure. The capitalization authorized capital stock of the Company is set forth on Schedule 3.03 in the Company Disclosure Letterconsists of 10,000 ordinary shares, all of which are issued and fully paid up (or credited as fully paid up). Except as set forth thereinabove, no shares of capital stock or other voting securities of the Company are issued, issuable, reserved for issuance or outstanding. The Company is the sole record legal and beneficial owner of all of the issued and outstanding capital stock of each Company Subsidiaryof its subsidiaries. All outstanding shares of the capital stock of the Company and each Company Subsidiary of its subsidiaries are duly authorized, validly issued, fully paid and nonassessable and not subject to or issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the applicable corporate laws of IsraelHong Kong, the Company Constituent Instruments or any Contract (as defined in Section 3.05) to which the Company is a party or otherwise bound. Except as set forth on Schedule 3.03 in the Company Disclosure Letter or as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, there There are no not any bonds, debentures, notes or other Indebtedness (as defined in Section 3.16 below) indebtedness of the Company or any Company Subsidiary of its subsidiaries having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of the Company Shares Stock or the shares capital stock of any Company Subsidiary of its subsidiaries may vote (““ Voting the Company DebtDebt ”). Except as set forth above, as As of the date of this Agreement, there are not any options, warrants, rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contracts, arrangements or undertakings of any kind to which the Company or any Company Subsidiary of its subsidiaries is a party or by which any of them is bound (a) obligating the Company or any Company Subsidiary of its subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity interests in, or any security convertible or exercisable for or exchangeable into any capital stock of or other equity interest in, the Company or any Company Subsidiary of its subsidiaries or any Voting the Company Debt, (b) obligating the Company or any Company Subsidiary of its subsidiaries to issue, grant, extend or enter into any such option, warrant, call, right, security, commitment, Contract, arrangement or undertaking or (c) that give any person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights occurring to holders of the capital stock of the Company or of any Company Subsidiaryof its subsidiaries. The Company is not a party to any agreement granting any securityholder As of the Company the right to cause the Company to register shares of the capital stock or other securities of the Company held by such securityholder. The stockholder list provided to the Parent is a current stockholder list, and such list accurately reflects all of the issued and outstanding shares of the Company Securities as at the date of this Agreement, there are not any outstanding contractual obligations of the Company to repurchase, redeem or otherwise acquire any shares of capital stock of the Company.

Capital Structure. The capitalization of the Company is set forth on Schedule 3.03 in the Company Disclosure Letter. Except as set forth therein, no shares of capital stock or other voting securities of the Company are issued, issuable, reserved for issuance or outstanding. The Company is the sole record and beneficial owner of all of the issued and outstanding capital stock of each Company Subsidiary. All outstanding shares of the authorized capital stock of the Company consists of 28,000,000 shares of Company Common Stock and each 2,000,000 shares of preferred stock, no par value per share, all of which has been designated as Company Subsidiary are duly authorized, validly issued, fully paid and nonassessable and not subject to or issued in violation of any purchase option, call option, preemptive right, subscription right or any similar right under any provision Preferred Stock. As of the applicable corporate laws date hereof, (i) 1,688,441 shares of IsraelCompany Common Stock are issued and outstanding, the (ii) 1,428,571 shares of Company Constituent Instruments or any Contract Preferred Stock are issued and outstanding, (as defined in Section 3.05iii) to which the 922,500 Company is a party or otherwise boundOptions are issued and outstanding and (iv) 1,246,390.857 Company Warrants are issued and outstanding. Except Other than as set forth on Schedule 3.03 in above, as of the Company Disclosure Letter or as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generallydate hereof, there are no outstanding shares of Company Capital Stock or options or warrants or other rights to acquire shares of Company Capital Stock from the Company. No bonds, debentures, notes or other Indebtedness (as defined in Section 3.16 below) of the Company or any Company Subsidiary indebtedness having the right to vote (or convertible into, into or exchangeable for, for securities having the right to vote) on any matters on which holders shareholders of the Company Shares or the shares of any Company Subsidiary may vote (“Voting Company Debt”)are issued or outstanding. Except as set forth abovein Schedule 3.04 hereto, as all of the date issued and outstanding shares of this AgreementCompany Capital Stock are duly and validly issued and are fully paid and nonassessable, and not subject to preemptive rights. Except as set forth in Schedule 3.04 hereto, all of the shares of Company Common Stock which may be issued upon conversion of the Company Preferred Stock will be, when issued, fully paid, nonassessable and not subject to preemptive rights. Other than as set forth above, there are not any no outstanding securities, options, warrants, calls, rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contracts, arrangements agreements or undertakings of any kind to which the Company or any Company Subsidiary of its Subsidiaries is a party or by which the Company or any Subsidiary of them the Company is bound (a) obligating the Company or any Subsidiary of the Company Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity interests in, or any security convertible or exercisable for or exchangeable into any capital stock voting securities of or other equity interest in, the Company or any Subsidiary of the Company Subsidiary or any Voting Company Debt, (b) obligating the Company or any Subsidiary of the Company Subsidiary to issue, grant, extend or enter into any such security, option, warrant, call, right, security, commitment, Contractagreement or undertaking. Except as set forth in Schedule 3.04 hereto, arrangement or undertaking or (c) that give any person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights occurring to holders there are no outstanding obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any shares of capital stock of the Company or any of any Company Subsidiaryits Subsidiaries. The Company is not a party At the Effective Time, there will be no liability for dividends declared or accumulated but unpaid with respect to any agreement granting any securityholder of the Company Capital Stock; provided, that immediately prior to the right to cause Effective Time, all accrued and unpaid dividends on the Company to register shares of the capital stock or other securities of the Company held by such securityholder. The stockholder list provided to the Parent is a current stockholder list, Preferred Stock shall be declared and such list accurately reflects all of the issued and outstanding shares of the Company Securities as at the date of this Agreementpaid.

Capital Structure. The capitalization authorized capital stock of the Company is set forth on Schedule 3.03 in the consists of 125,000,000 shares of Company Disclosure LetterCommon Stock and 25,000,000 shares of Company Preferred Stock. 9,375,000 shares of Company Common Stock are issued and outstanding. No shares of Company Common Stock are subject to outstanding stock options and 1,000,000 shares of Company Preferred Stock are issued and outstanding. Except as set forth thereinabove, no shares of capital stock or other voting securities of the Company are issued, issuable, reserved for issuance or outstanding. The Company is the sole record and beneficial owner of all of the issued and outstanding capital stock of each Company Subsidiary. All outstanding shares of the capital stock of the Company and each Company Subsidiary Capital 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 applicable corporate laws of IsraelFBCA, the Company Constituent Instruments Charter, the Company By-laws or any Contract (as defined in Section 3.05) to which the Company is a party or otherwise bound. Except as for the ownership interests set forth on Schedule in Section 3.03 in of the letter dated as of the date of this Agreement, from the Company to Parent and Sub (the "Company Disclosure Letter or as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generallyLetter"), there are no not any bonds, debentures, notes or other Indebtedness (as defined in Section 3.16 below) indebtedness of the Company or any Company Subsidiary having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of Company Shares or the shares of any Company Subsidiary Common Stock may vote (“"Voting Company Debt”"). Except as set forth aboveabove or in Section 3.03 of the Company Disclosure Letter, as of the date of this Agreement, there are not any options, warrants, rights, convertible or exchangeable securities, “"phantom” " stock rights, stock appreciation rights, stock-based performance units, commitments, Contracts, arrangements or undertakings of any kind to which the Company or any Company Subsidiary is a party or by which any of them it is bound (ai) obligating the Company or any Company Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity interests in, or any security convertible or exercisable for or exchangeable into any capital stock of or other equity interest in, the Company or any Company Subsidiary or any Voting Company Debt, (bii) obligating the Company or any Company Subsidiary to issue, grant, extend or enter into any such option, warrant, call, right, security, commitment, Contract, arrangement or undertaking or (ciii) that give any person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights occurring to holders of the capital stock Company Common Stock. As of the Company or of any Company Subsidiary. The Company is not a party to any agreement granting any securityholder of the Company the right to cause the Company to register shares of the capital stock or other securities of the Company held by such securityholder. The stockholder list provided to the Parent is a current stockholder list, and such list accurately reflects all of the issued and outstanding shares of the Company Securities as at the date of this Agreement, there are not any outstanding contractual obligations of the Company to repurchase, redeem or otherwise acquire any shares of capital stock of the Company. Section 3.03 of the Company Disclosure Letter sets forth the name of each registered holder of Company Capital Stock and the number of shares of Company Common Stock and/or Company Preferred Stock owned by such holder.

Capital Structure. The capitalization authorized capital stock of the Company is set forth on Schedule 3.03 in the Company Disclosure Letterconsists of 100,000,000 shares of common stock and 10,000,000 shares of preferred stock, of which only 17,900,000 shares of common stock and 5,000,000 shares of preferred stock are issued and outstanding. Except as set forth thereinabove, no shares of capital stock or other voting securities of the Company are issued, issuable, reserved for issuance or outstanding. The Company is the sole record and beneficial owner of all of the issued and outstanding capital stock of each Company Subsidiary. All outstanding shares of the capital stock of the Company and each Company Subsidiary are duly authorized, validly issued, fully paid and nonassessable and not subject to or issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the applicable corporate laws of Israelthe State of Texas, the Company Constituent Instruments or any Contract (as defined in Section 3.05) to which the Company is a party or otherwise bound. Except as set forth on Schedule 3.03 in the Company Disclosure Letter or as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, there There are no not any bonds, debentures, notes or other Indebtedness (as defined in Section 3.16 below) indebtedness of the Company or any Company Subsidiary having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of Company Shares or the shares of any Company Subsidiary may vote Stock (“Voting Company Debt”). Except as set forth above, as of the date of this Agreement, there are not any options, warrants, rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contracts, arrangements or undertakings of any kind to which the Company or any Company Subsidiary is a party or by which any of them is bound (a) obligating the Company or any Company Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity interests in, or any security convertible or exercisable for or exchangeable into any capital stock of or other equity interest in, the Company or any Company Subsidiary or any Voting Company Debt, (b) obligating the Company or any Company Subsidiary to issue, grant, extend or enter into any such option, warrant, call, right, security, commitment, Contract, arrangement or undertaking or (c) that give any person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights occurring to holders of the capital stock of the Company or =. As of any Company Subsidiary. The Company is not a party to any agreement granting any securityholder of the Company the right to cause the Company to register shares of the capital stock or other securities of the Company held by such securityholder. The stockholder list provided to the Parent is a current stockholder list, and such list accurately reflects all of the issued and outstanding shares of the Company Securities as at the date of this Agreement, there are not any outstanding contractual obligations of the Company to repurchase, redeem or otherwise acquire any shares of capital stock of the Company.

Capital Structure. The capitalization authorized capital stock of the Company Xiangrui consists of 50,000 no par value shares of which 1 share is set forth on Schedule 3.03 in the Company Disclosure Letterissued and outstanding. Except as set forth thereinabove, no shares of capital stock or other voting securities of the Company Xiangrui are issued, issuable, reserved for issuance or outstanding. The Company Xiangrui is the sole record and beneficial owner of all of the issued and outstanding capital stock of each Company Subsidiaryof its subsidiaries. All outstanding shares of the capital stock of the Company Xiangrui and each Company Subsidiary of its subsidiaries are duly authorized, validly issued, fully paid and nonassessable and not subject to or issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the applicable corporate laws of Israelthe British Virgin Islands, the Company Xiangrui Constituent Instruments or any Contract (as defined in Section 3.05) to which the Company Xiangrui is a party or otherwise bound. Except as set forth on Schedule 3.03 in the Company Disclosure Letter or as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, there There are no not any bonds, debentures, notes or other Indebtedness (as defined in Section 3.16 below) indebtedness of the Company Xiangrui or any Company Subsidiary of its subsidiaries having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of Company Shares Xiangrui Stock or the shares capital stock of any Company Subsidiary of its subsidiaries may vote (“Voting Company Xiangrui Debt”). Except as set forth above, as As of the date of this Agreement, there are not any options, warrants, rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contracts, arrangements or undertakings of any kind to which the Company Xiangrui or any Company Subsidiary of its subsidiaries is a party or by which any of them is bound (a) obligating the Company Xiangrui or any Company Subsidiary of its subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity interests in, or any security convertible or exercisable for or exchangeable into any capital stock of or other equity interest in, the Company Xiangrui or any Company Subsidiary of its subsidiaries or any Voting Company Xiangrui Debt, (b) obligating the Company Xiangrui or any Company Subsidiary of its subsidiaries to issue, grant, extend or enter into any such option, warrant, call, right, security, commitment, Contract, arrangement or undertaking or (c) that give any person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights occurring to holders of the capital stock of the Company Xiangrui or of any Company Subsidiaryof its subsidiaries. The Company is not a party to any agreement granting any securityholder As of the Company the right to cause the Company to register shares of the capital stock or other securities of the Company held by such securityholder. The stockholder list provided to the Parent is a current stockholder list, and such list accurately reflects all of the issued and outstanding shares of the Company Securities as at the date of this Agreement, there are not any outstanding contractual obligations of Xiangrui to repurchase, redeem or otherwise acquire any shares of capital stock of Xiangrui.

Capital Structure. The capitalization As of the Company is set forth on Schedule 3.03 in date of this Agreement, the Company Disclosure Letter. Except as set forth therein, no shares of capital stock or other voting securities of the Company are issued, issuable, reserved for issuance or outstanding. The Company is the sole record and beneficial owner of all of the issued and outstanding capital stock of each Company Subsidiary. All outstanding shares of the authorized capital stock of the Company and each Company Subsidiary are duly authorized, validly issued, fully paid and nonassessable and not subject to or issued in violation consists of any purchase option, call option, preemptive right, subscription right or any similar right under any provision 20,000,000 shares of Common Stock. As of the applicable corporate laws date of Israelthis Agreement, (i) 10,000,000 shares of Common Stock are issued and outstanding and (ii) no shares of Common Stock are held by the Company Constituent Instruments or any Contract (as defined in Section 3.05) to which the Company is a party or otherwise boundtreasury. Except as set forth on Schedule 3.03 in the Company Disclosure Letter or as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, there are no No bonds, debentures, notes or other Indebtedness (as defined in Section 3.16 below) instruments or evidence of the Company or any Company Subsidiary indebtedness having the right to vote (or convertible into, into or exercisable or exchangeable for, securities having the right to vote) on any matters on which holders of Company Shares the Company's stockholders may vote are issued or the outstanding. All outstanding shares of Common Stock are validly issued, fully paid and nonassessable and were not issued in violation of any preemptive or other similar rights. All issuances of Common Stock of the Company and capital stock of each Subsidiary may vote have been in material compliance with all applicable securities laws and regulations, and all Taxes thereon have been paid (“Voting Company Debt”except for Taxes not yet due and payable and for Taxes being contested in good faith). Except as referenced in Section 2.10 and as set forth above, as of the date of this Agreementin Schedule 3.1(b), there are not outstanding (A) no shares of capital stock or other voting securities of the Company or any of its Subsidiaries, (B) no securities of the Company or any Subsidiary of the Company convertible into, or exchangeable or exercisable for, shares of capital stock or other voting securities of the Company or any Subsidiary of the Company and (C) no options, warrants, calls, rights, convertible commitments or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contracts, arrangements or undertakings of any kind agreements to which the Company or any Subsidiary of the Company Subsidiary is a party or by which it is bound, in any of them is bound (a) case obligating the Company or any Subsidiary of the Company Subsidiary to issue, deliver deliver, sell, purchase, redeem or sellacquire, or cause to be issued, delivered or delivered, sold, additional purchased, redeemed or acquired, shares of capital stock or other equity interests in, or any security convertible or exercisable for or exchangeable into any capital stock voting securities of or other equity interest in, the Company or of any Company Subsidiary of the Company, or any Voting Company Debt, (b) obligating the Company or any Subsidiary of the Company Subsidiary to issue, grant, extend or enter into any such option, warrant, call, right, security, commitment, Contract, arrangement commitment or undertaking or (c) that give any person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights occurring to holders of the capital stock of the Company or of any Company Subsidiary. The Company is not a party to any agreement granting any securityholder of the Company the right to cause the Company to register shares of the capital stock or other securities of the Company held by such securityholder. The stockholder list provided to the Parent is a current stockholder list, and such list accurately reflects all of the issued and outstanding shares of the Company Securities as at the date of this Agreementagreement.

Capital Structure. The capitalization authorized capital stock of CCS consists of 50,000,000 shares of CCS Common Stock and 10,000,000 shares of preferred stock, par value $.0001 per share ("CCS Preferred Stock"). At the Company is set forth close of business on Schedule 3.03 in the Company Disclosure Letter. Except as set forth therein, date hereof: (i) 11,900,000 shares of CCS Common Stock were issued and outstanding; (ii) no shares of capital stock or other voting securities CCS Common Stock were held by CCS in its treasury; (iii) 3,500,000 shares of the Company are issuedCCS Series A Preferred Stock were issued and outstanding, issuable, (iv) 1,500,000 shares of CCS Series B Preferred Stock were issued and outstanding; (v) 2,000,000 shares of CCS Common Stock were reserved for issuance or outstanding. The Company is upon exercise of stock options issuable under the sole record 2002 Stock Option Plan; and beneficial owner (vi) 400,000 shares of all Common Stock were reserved for issuance upon the exercise of the issued and outstanding capital stock of each Company Subsidiarya Common Stock Purchase Warrant. All outstanding shares of the capital stock of the Company CCS are, and each Company Subsidiary are all shares which may be issued will be, when issued, duly authorized, validly issued, fully paid and nonassessable and not subject to or issued in violation of any purchase option, call option, preemptive right, subscription right or any similar right under any provision of the applicable corporate laws of Israel, the Company Constituent Instruments or any Contract (as defined in Section 3.05) to which the Company is a party or otherwise boundrights. Except as set forth on Schedule 3.03 in this Section 3.1(c) or Section 3.1(c) of the Company CCS Disclosure Letter Schedule, (x) there are not issued, reserved for issuance or as limited by general equitable principles outstanding (A) any shares of capital stock or other voting securities of CCS, (B) any securities of CCS or any CCS subsidiary convertible into or exchangeable or exercisable for shares of capital stock or voting securities of CCS, (C) any warrants, calls, options or other rights to acquire from CCS or any CCS subsidiary, and applicable bankruptcyany obligation of CCS or any CCS subsidiary to issue, insolvencyany capital stock, reorganizationvoting securities or securities convertible into or exchangeable or exercisable for capital stock or voting securities of CCS, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, (y) there are no bonds, debentures, notes or other Indebtedness (as defined in Section 3.16 below) outstanding obligations of the Company CCS or any Company Subsidiary having the right CCS subsidiary to vote (repurchase, redeem or convertible into, otherwise acquire any such securities or exchangeable for, securities having the right to vote) on any matters on which holders of Company Shares or the shares of any Company Subsidiary may vote (“Voting Company Debt”). Except as set forth above, as of the date of this Agreement, there are not any options, warrants, rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contracts, arrangements or undertakings of any kind to which the Company or any Company Subsidiary is a party or by which any of them is bound (a) obligating the Company or any Company Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, additional any such securities. There are no outstanding (A) securities of CCS or any CCS subsidiary convertible into or exchangeable or exercisable for shares of capital stock or other equity voting securities or ownership interests in any CCS subsidiary, (B) warrants, calls, options or other rights to acquire from CCS or any CCS subsidiary, and any obligation of CCS or any CCS subsidiary to issue, any capital stock, voting securities or other ownership interests in, or any security securities convertible into or exchangeable or exercisable for or exchangeable into any capital stock of stock, voting securities or other equity interest ownership interests in, the Company any CCS subsidiary or (C) obligations of CCS or any Company Subsidiary CCS subsidiary to repurchase, redeem or otherwise acquire any Voting Company Debt, (b) obligating the Company such outstanding securities of CCS subsidiaries or any Company Subsidiary to issue, grantdeliver or sell, extend or enter into cause to be issued, delivered or sold, any such option, warrant, call, right, security, commitment, Contract, arrangement or undertaking or (c) that give any person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights occurring to holders of the capital stock of the Company or of any Company Subsidiary. The Company is not a party to any agreement granting any securityholder of the Company the right to cause the Company to register shares of the capital stock or other securities of the Company held by such securityholder. The stockholder list provided to the Parent is a current stockholder list, and such list accurately reflects all of the issued and outstanding shares of the Company Securities as at the date of this Agreementsecurities.

Capital Structure. The capitalization authorized capital stock of the Company is set forth on Schedule 3.03 in the consists of Twenty Million (20,000,000) shares of Company Disclosure LetterCommon Stock. There are Eleven Million Four Hundred Sixty-six Thousand, Six Hundred Sixty-six (11,466,666) common shares of Common Stock outstanding. Except as set forth thereinabove, no shares of capital stock or other voting equity securities of the Company are issued, issuable, reserved for issuance or outstanding. The Company is the sole record and beneficial owner of all of the issued and outstanding capital stock of each Company Subsidiary. All outstanding shares of the capital stock of the Company and each Company Subsidiary are duly authorized, validly issued, fully paid and nonassessable and not subject to or issued in violation of any purchase option, call option, preemptive right, subscription right or any similar right under any provision of the applicable corporate laws of Israel, the Company Constituent Instruments or any Contract (as defined in Section 3.05) to which the Company is a party or otherwise boundrights. Except as set forth on Schedule 3.03 in the Company Disclosure Letter or as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, there There are no outstanding bonds, debentures, notes or other Indebtedness (as defined in Section 3.16 below) indebtedness or other securities of the Company or any Company Subsidiary having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders shareholders of the Company Shares or may vote. The Company Disclosure Schedule sets forth the shares outstanding Capitalization of any Company Subsidiary may vote (“Voting Company Debt”)the Company. Except as set forth above, as of in the date of this Agreementcompany disclosure schedule, there are not any no outstanding securities, options, warrants, calls, rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contractsagreements, arrangements or undertakings of any kind to which the Company or any Company Subsidiary is a party or by which any of them it is bound (a) obligating the Company or any Company Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity interests in, or any security convertible or exercisable for or exchangeable into any capital stock voting securities of or other equity interest in, the Company or any Company Subsidiary or any Voting Company Debt, (b) obligating the Company or any Company Subsidiary to issue, grant, extend or enter into any such security, option, warrant, call, right, security, commitment, Contractagreement, arrangement or undertaking undertaking. Other than the Company Stock Options and Company Warrants, there are no outstanding contractual obligations, commitments, understandings or (c) that give any person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights occurring to holders arrangements of the Company to repurchase, redeem or otherwise acquire or make any payment in respect of any shares of capital stock of the Company Company. There are no agreements or of any Company Subsidiary. The arrangements pursuant to which the Company is not a party to any agreement granting any securityholder of the Company the right to cause the Company or could be required to register shares of the capital stock Company Common Stock or other securities under the Securities Act of 1933, as amended (the "Securities Act") or other agreements or arrangements with or among any security holders of the Company held by such securityholder. The stockholder list provided with respect to the Parent is a current stockholder list, and such list accurately reflects all securities of the issued and outstanding shares of the Company Securities as at the date of this AgreementCompany.

Capital Structure. The capitalization of the Company is set forth on Schedule 3.03 in the Company Disclosure Letterhas 750,000 ordinary shares issued and outstanding. Except as set forth thereinabove, no shares of capital stock or other voting securities of the Company are issued, issuable, reserved for issuance or outstanding. The Except as specified in the Company Disclosure Letter, the Company is the sole record and beneficial owner of all of the issued and outstanding capital stock of each Company Subsidiary. All outstanding shares of the capital stock of the Company and each Company Subsidiary are duly authorized, validly issued, fully paid and nonassessable and not subject to or issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the applicable corporate laws of IsraelCanada, the Company Constituent Instruments or any Contract (as defined in Section 3.05) to which the Company is a party or otherwise bound. Except as set forth on Schedule in this Section 3.03 and in the Company Disclosure Letter or as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generallyLetter, there are no not any bonds, debentures, notes or other Indebtedness (as defined in Section 3.16 below) indebtedness of the Company or any Company Subsidiary having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of Company Shares or the shares common stock of any Company Subsidiary may vote (“Voting Company Debt”). Except as set forth above, as of the date of this Agreement, there are not any options, warrants, rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contracts, arrangements or undertakings of any kind to which the Company or any Company Subsidiary is a party or by which any of them is bound (a) obligating the Company or any Company Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity interests in, or any security convertible or exercisable for or exchangeable into any capital stock of or other equity interest in, the Company or any Company Subsidiary or any Voting Company Debt, (b) obligating the Company or any Company Subsidiary to issue, grant, extend or enter into any such option, warrant, call, right, security, commitment, Contract, arrangement or undertaking or (c) that give any person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights occurring to holders of the capital stock of the Company or of any Company Subsidiary. The Company is not a party to any agreement granting any securityholder of the Company the right to cause the Company to register shares of the capital stock or other securities of the Company held by such securityholder. The stockholder list provided to the Parent is a current stockholder list, and such list accurately reflects all of the issued and outstanding shares of the Company Securities as at the date of this Agreement.

Capital Structure. The capitalization authorized capital stock of the Company is set forth on Schedule 3.03 consists of 40,000,000 shares of common stock, $.01 par value ("Company Common Stock"), and 2,000,000 shares of preferred stock, $.01 par value ("Company Preferred Stock"). At the date hereof, 10,252,844 Company Shares were issued and outstanding and no shares of Company Preferred Stock were issued and outstanding. In addition, at the date hereof, an aggregate of 1,114,930 shares of Company Common Stock were reserved for issuance under various employee and director plans and agreements of the Company all as accurately described in all material respects in Section 3.1(c) of the Company Disclosure Letter. Except as set forth thereinabove, no shares of capital stock or other equity or voting securities of the Company are issued, issuable, reserved for issuance or outstanding. The Company is the sole record and beneficial owner of all of the issued and outstanding capital stock of each Company Subsidiary. All outstanding shares of the capital stock of the Company are, and each Company Subsidiary are duly authorizedall such shares issuable upon the exercise of stock options will be, validly issued, fully paid and nonassessable and not subject to preemptive rights. No capital stock has been issued by the Company since July 14, 1998, to the date hereof, other than shares of Company Common Stock issued pursuant to options outstanding on or issued prior to such date in violation of any purchase option, call option, preemptive right, subscription right or any similar right under any provision accordance with their terms at such date. Except pursuant to stock option plans of the applicable corporate laws of Israel, the Company Constituent Instruments or any Contract (as defined described in Section 3.053.1(l) to which the Company is a party or otherwise bound. Except as set forth on Schedule 3.03 in of the Company Disclosure Letter or as limited by general equitable principles and applicable bankruptcy(collectively, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generallythe "Company Stock Plans"), there are no bondsoutstanding or authorized securities, debentures, notes or other Indebtedness (as defined in Section 3.16 below) of the Company or any Company Subsidiary having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of Company Shares or the shares of any Company Subsidiary may vote (“Voting Company Debt”). Except as set forth above, as of the date of this Agreement, there are not any options, warrants, calls, rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contractspreemptive rights, agreements, arrangements or undertakings of any kind to which the Company or any Company Subsidiary of its subsidiaries is a party party, or by which any of them is bound (a) bound, obligating the Company or any Company Subsidiary of its subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional any shares of capital stock or other equity interests inor voting securities of, or any security convertible or exercisable for or exchangeable into any capital stock of or other equity interest ownership interests in, the Company or any Company Subsidiary of its subsidiaries or any Voting Company Debt, (b) obligating the Company or any Company Subsidiary of its subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, security, commitment, Contractagreement, arrangement or undertaking undertaking. Except as set forth in Section 3.1(c) of the Company Disclosure Letter, all of which shall be terminated without cost to the Company by the Effective Time of the Merger, there are not as of the date hereof and there will not be at the Effective Time any stockholder agreements, voting trusts or (c) that give other agreements or understandings to which the Company is a party or by which it is bound relating to the voting of any person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights occurring to holders shares of the capital stock of the Company. There are no restrictions on the Company or with respect to voting the stock of any Company Subsidiary. The Company is not a party to any agreement granting any securityholder of the Company the right to cause the Company to register shares of the capital stock or other securities of the Company held by such securityholder. The stockholder list provided to the Parent is a current stockholder list, and such list accurately reflects all of the issued and outstanding shares of the Company Securities as at the date of this Agreementits subsidiaries.

Capital Structure. The capitalization of the Company is set forth on Schedule 3.03 in the Company Disclosure Letterhas 200 shares issued and outstanding. Except as set forth thereinabove, no shares of capital stock or other voting securities of the Company are issued, issuable, reserved for issuance or outstanding. The Except as specified in the Company Disclosure Letter, the Company is the sole record and beneficial owner of all of the issued and outstanding capital stock of each Company Subsidiary. All outstanding shares of the capital stock of the Company and each Company Subsidiary are duly authorized, validly issued, fully paid and nonassessable and not subject to or issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the applicable corporate laws of IsraelEngland and Whales, the Company Constituent Instruments or any Contract (as defined in Section 3.05) to which the Company is a party or otherwise bound. Except as set forth on Schedule in this Section 3.03 and in the Company Disclosure Letter or as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generallyLetter, there are no not any bonds, debentures, notes or other Indebtedness (as defined in Section 3.16 below) indebtedness of the Company or any Company Subsidiary having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of Company Shares or the shares common stock of any Company Subsidiary may vote (“Voting Company Debt”). Except as set forth above, as of the date of this Agreement, there are not any options, warrants, rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contracts, arrangements or undertakings of any kind to which the Company or any Company Subsidiary is a party or by which any of them is bound (a) obligating the Company or any Company Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity interests in, or any security convertible or exercisable for or exchangeable into any capital stock of or other equity interest in, the Company or any Company Subsidiary or any Voting Company Debt, (b) obligating the Company or any Company Subsidiary to issue, grant, extend or enter into any such option, warrant, call, right, security, commitment, Contract, arrangement or undertaking or (c) that give any person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights occurring to holders of the capital stock of the Company or of any Company Subsidiary. The Company is not a party to any agreement granting any securityholder of the Company the right to cause the Company to register shares of the capital stock or other securities of the Company held by such securityholder. The stockholder list provided to the Parent is a current stockholder list, and such list accurately reflects all of the issued and outstanding shares of the Company Securities as at the date of this Agreement.

Capital Structure. The capitalization of the Company is set forth on Schedule 3.03 in the Company Disclosure Letter. Except as set forth therein, no shares of capital stock or other voting securities of the Company are issued, issuable, reserved for issuance or outstanding. The Company is the sole record and beneficial owner of all of the issued and outstanding capital stock of each Company Subsidiary. All outstanding shares of the authorized capital stock of the Company consists of 70,000,000 shares of Common Stock and each 5,000,000 shares of Preferred Stock, par value $.01 per share. As of the close of business on January 7, 2008, (i) there were issued and outstanding 26,733,552 shares of Common Stock, (ii) no shares of Preferred Stock were outstanding, and (iii) options, issued pursuant to the Company Subsidiary Stock Plans, to purchase an aggregate of 2,135,303 shares of Common Stock as set forth in Section 4.2 of the Disclosure Schedule and exercisable at the prices set forth therein. All of the outstanding shares of Common Stock are duly authorized, authorized and are validly issuedissued and outstanding, fully paid and nonassessable non-assessable and are not subject to or issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the applicable corporate laws of IsraelMBCA, the Company Constituent Instruments Company’s articles of incorporation or bylaws or any Contract (as defined in Section 3.05) contract to which the Company is or was a party or otherwise bound. Except as set forth on Schedule 3.03 in Neither the Company Disclosure Letter or as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws nor any of general application affecting enforcement of creditors’ rights generally, there are no its Subsidiaries has outstanding any bonds, debentures, notes or other Indebtedness (as defined in Section 3.16 below) obligations the holders of the Company or any Company Subsidiary having which have the right to vote (or which are convertible into, or exercisable or exchangeable for, securities having the right to vote) with the shareholders of the Company or any such Subsidiary on any matters on which holders of Company Shares or the shares of any Company Subsidiary may vote (“Voting Company Debt”)matter. Except as otherwise set forth abovein this Section 4.2, as of the date of this Agreement, there are not any options, warrants, rights, Company has no outstanding stock or securities convertible into or exchangeable for any shares of its equity securities, or any outstanding rights (either preemptive or other and including any “phantom” phantom stock rights”, stock appreciation rights, stock-based performance units, commitments, Contractscontracts, arrangements or undertakings of any kind kind) to subscribe for or to purchase or the value of which is based on, or any outstanding options or warrants for the purchase of, or any agreements providing for the issuance (contingent or otherwise) of, or any outstanding calls, commitments or claims of any character relating to, any equity securities or any stock or securities convertible into or exchangeable for any equity securities of the Company or any of its Subsidiaries. The Company Subsidiary is does not have outstanding any stock purchase rights or similar “poison pill” securities which grant the holders thereof any rights upon the acquisition of a party or by which any of them is bound (a) obligating the Company or any Company Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity interests in, or any security convertible or exercisable for or exchangeable into any capital stock of or other equity interest in, the Company or any Company Subsidiary or any Voting Company Debt, (b) obligating the Company or any Company Subsidiary to issue, grant, extend or enter into any such option, warrant, call, right, security, commitment, Contract, arrangement or undertaking or (c) that give any person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights occurring to holders specified percentage of the capital stock of the Company or of any Company SubsidiaryShares. The Company is not a party subject to any agreement granting obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any securityholder shares of its equity securities or any convertible securities, rights or options of the Company type described in the right to cause preceding sentence (except for the withholding of shares of Common Stock in connection with Taxes payable in respect of the exercise of Options). Since January 7, 2008, except as permitted by this Agreement, the Company to register has not (i) issued any shares of the capital stock except in connection with the exercise of securities referred to above or other (ii) issued or granted any options, warrants, or securities of the Company held by such securityholder. The stockholder list provided to the Parent is a current stockholder list, and such list accurately reflects all of the issued and outstanding convertible into or exercisable for shares of the Company Securities as at the date of this Agreementits capital stock.

Capital Structure. The capitalization authorized capital stock of PURA consists of 100,000,000 shares of common stock and 25,000,000 shares of preferred stock. As of the Company is set forth on Schedule 3.03 in the Company Disclosure Letterdate hereof, 15,000,000 shares of common stock, and no shares of Preferred Stock are issued and outstanding. Except as set forth thereinon Annex A attached hereto, no shares of capital stock or other voting securities of the Company PURA are issued, issuable, reserved for issuance or outstanding. The Company PURA is the sole record and beneficial owner of all of the issued and outstanding capital stock of each Company Subsidiaryof its subsidiaries. All outstanding shares of the capital stock of the Company PURA and each Company Subsidiary of its subsidiaries are duly authorized, validly issued, fully paid and nonassessable and not subject to or issued in violation of any purchase option, call option, preemptive right of first refusapreemptive right, subscription right or any similar right under any provision of the applicable corporate laws law of IsraelDelaware, the Company Constituent Instruments PURA Charter, the PURA Bylaws or any Contract (as defined in Section 3.05) to which the Company PURA is a party or otherwise bound. Except as set forth on Schedule 3.03 in the Company Disclosure Letter or as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generallyAnnex A, there are no not any bonds, debentures, notes or other Indebtedness (as defined in Section 3.16 below) indebtedness of the Company PURA or any Company Subsidiary of its subsidiaries having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of Company Shares PURA's capital stock or the shares capital stock of any Company Subsidiary of its subsidiaries may vote (“"Voting Company PURA Debt”"). Except as set forth aboveon Annex A, as of the date of this Agreement, there are not any options, warrants, rights, convertible or exchangeable securities, “"phantom” " stock rights, stock appreciation rights, stock-based performance units, commitments, Contracts, arrangements or undertakings of any kind to which the Company PURA or any Company Subsidiary of its subsidiaries is a party or by which any of them is bound (a) obligating the Company PURA or any Company Subsidiary of its subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity interests in, or any security convertible or exercisable for or exchangeable into any capital stock of or other equity interest in, the Company PURA or any Company Subsidiary of its subsidiaries or any Voting Company PURA Debt, (b) obligating the Company PURA or any Company Subsidiary of its subsidiaries to issue, grant, extend or enter into any such option, warrant, call, right, security, commitment, Contract, arrangement or undertaking or (c) that give any person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights occurring to holders of the capital stock of the Company PURA or of any Company Subsidiaryof its subsidiaries. The Company is not a party to any agreement granting any securityholder As of the Company the right to cause the Company to register shares of the capital stock or other securities of the Company held by such securityholder. The stockholder list provided to the Parent is a current stockholder list, and such list accurately reflects all of the issued and outstanding shares of the Company Securities as at the date of this Agreement, there are not any outstanding contractual obligations of PURA to repurchase, redeem or otherwise acquire any shares of capital stock of PURA.

Capital Structure. The capitalization authorized capital stock of the Company is set forth on Schedule 3.03 in the Company Disclosure Letterconsists of 50,000 ordinary shares of which, 50,000 ordinary shares are issued and outstanding. Except as set forth thereinabove, no shares of capital stock or other voting securities of the Company are issued, issuable, reserved for issuance or outstanding. The Except as specified in the Company Disclosure Letter, the Company is the sole record and beneficial owner of all of the issued and outstanding capital stock of each Company Subsidiary. All outstanding shares of the capital stock of the Company and each Company Subsidiary are duly authorized, validly issued, fully paid and nonassessable and not subject to or issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the applicable corporate laws of Israelthe British Virgin Islands, the Company Constituent Instruments or any Contract (as defined in Section 3.05) to which the Company is a party or otherwise bound. Except as set forth on Schedule in this section 3.03 and in the Company Disclosure Letter or as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generallyLetter, there are no not any bonds, debentures, notes or other Indebtedness (as defined in Section 3.16 below) indebtedness of the Company or any Company Subsidiary having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of Company Shares Stock or the shares common stock of any Company Subsidiary may vote (“"Voting Company Debt”"). Except as set forth above, as of the date of this Agreement, there are not any options, warrants, rights, convertible or exchangeable securities, “"phantom” " stock rights, stock appreciation rights, stock-based performance units, commitments, Contracts, arrangements or undertakings of any kind to which the Company or any Company Subsidiary is a party or by which any of them is bound (ai) obligating the Company or any Company Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity interests in, or any security convertible or exercisable for or exchangeable into any capital stock of or other equity interest in, the Company or any Company Subsidiary or any Voting Company Debt, (bii) obligating the Company or any Company Subsidiary to issue, grant, extend or enter into any such option, warrant, call, right, security, commitment, Contract, arrangement or undertaking or (ciii) that give any person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights occurring to holders of the capital stock of the Company or of any Company Subsidiary. The Company is not a party to any agreement granting any securityholder of Except as set forth in the Company the right to cause the Company to register shares Disclosure Letter, as of the capital stock or other securities of the Company held by such securityholder. The stockholder list provided to the Parent is a current stockholder list, and such list accurately reflects all of the issued and outstanding shares of the Company Securities as at the date of this Agreement, there are not any outstanding contractual obligations of the Company to repurchase, redeem or otherwise acquire any shares of capital stock of Parent.

Capital Structure. The capitalization (a) As of the Company date hereof, the authorized capital stock of the Buyer consists of 50,000,000 shares of common stock, .001 par value. As of the Closing, 1,053,295 shares of common stock were issued and outstanding. Schedule 4.9 is set forth on Schedule 3.03 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 Company Disclosure LetterBuyer. Except as set forth therein, no No shares of capital stock or other equity or voting securities of the Company Buyer are issued, issuable, reserved for issuance or are outstanding. The Company is the sole record and beneficial owner of all All of the issued and outstanding capital stock of each Company Subsidiary. All outstanding shares of the capital stock of the Company and each Company Subsidiary Buyer are duly authorized, validly issued, fully paid and nonassessable non-assessable and have not subject to or been issued in violation of any purchase optionpreemptive rights or in violation of state or federal securities laws, call option, preemptive right, subscription right or any similar right under any provision of the applicable corporate laws of Israel, the Company Constituent Instruments or any Contract (as defined in Section 3.05) to which the Company is a party or otherwise bound. Except as set forth on Schedule 3.03 in the Company Disclosure Letter or as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, there are no bonds, debentures, notes or other Indebtedness (as defined in Section 3.16 below) of preemptive rights with respect thereto. No capital stock has been issued by the Company or any Company Subsidiary having Buyer since the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of Company Shares or the shares of any Company Subsidiary may vote (“Voting Company Debt”)Buyer Balance Sheet Date. Except as set forth above, as of the date of this Agreement, hereof there are not any no outstanding or authorized securities, options, warrants, calls, rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contractspreemptive rights, arrangements agreements, arrangements, or undertakings of any kind to which the Company or any Company Subsidiary Buyer is a party party, or by which any of them it is bound (a) bound, obligating the Company or any Company Subsidiary Buyer to issue, deliver or sell, or cause to be issued, delivered or sold, additional any shares of capital stock or other equity or voting securities of, or other ownership interests in, the Buyer or any security convertible or exercisable for or exchangeable into any capital stock of or other equity interest in, the Company or any Company Subsidiary or any Voting Company Debt, (b) obligating the Company or any Company Subsidiary Buyer to issue, grant, extend extend, or enter into any such security, option, warrant, call, right, security, commitment, Contractagreement, arrangement arrangement, or undertaking undertaking. There are not as of the date of this Agreement and there will not be at the Closing Date any shareholder agreements, voting trusts or (c) that give other agreements or understandings to which the Buyer is a party or by which it is bound relating to the voting of any person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights occurring to holders shares of the capital stock of the Company or of any Company Subsidiary. The Company is not a party to any agreement granting any securityholder of the Company the right to cause the Company to register shares of the capital stock or other securities of the Company held by such securityholder. The stockholder list provided to the Parent is a current stockholder list, and such list accurately reflects all of the issued and outstanding shares of the Company Securities as at the date of this AgreementBuyer.

Capital Structure. The capitalization authorized capital stock of the Company is set forth on Schedule 3.03 in consists of 10,000 ordinary shares. As of the Company Disclosure Letterdate of this Agreement, ten thousand (10,000) ordinary shares are issued and outstanding. Except as set forth thereinabove, no shares of capital stock or other voting securities of the Company are issued, issuable, reserved for issuance or outstanding. The Company is the sole record and beneficial owner of all of the issued and outstanding capital stock of each Company Subsidiary. All outstanding shares of the capital stock of the Company and each Company Subsidiary are duly authorized, validly issued, fully paid and nonassessable non-assessable and not subject to or issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the applicable corporate laws of Israelthe Hong Kong, the Company Constituent Instruments or any Contract (as defined in Section 3.05) to which the Company is a party or otherwise bound. Except as set forth on Schedule 3.03 in the Company Disclosure Letter or as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generallythis section 3.03, there are no not any bonds, debentures, notes or other Indebtedness (as defined in Section 3.16 below) indebtedness of the Company or any Company Subsidiary having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of Company Shares Stock or the shares common stock of any Company Subsidiary may vote (“Voting Company Debt”). Except as set forth above, as of the date of this Agreement, there are not any options, warrants, rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contracts, arrangements or undertakings of any kind to which the Company or any Company Subsidiary is a party or by which any of them is bound (ai) obligating the Company or any Company Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity interests in, or any security convertible or exercisable for or exchangeable into any capital stock of or other equity interest in, the Company or any Company Subsidiary or any Voting Company Debt, (bii) obligating the Company or any Company Subsidiary to issue, grant, extend or enter into any such option, warrant, call, right, security, commitment, Contract, arrangement or undertaking or (ciii) that give any person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights occurring to holders of the capital stock of the Company or of any Company Subsidiary. The Company is not a party to any agreement granting any securityholder As of the Company the right to cause the Company to register shares of the capital stock or other securities of the Company held by such securityholder. The stockholder list provided to the Parent is a current stockholder list, and such list accurately reflects all of the issued and outstanding shares of the Company Securities as at the date of this Agreement, there are not any outstanding contractual obligations of the Company to repurchase, redeem or otherwise acquire any shares of capital stock of Parent.

Capital Structure. (a) The capitalization of the Company is set forth on Schedule 3.03 in the Company Disclosure Letter. Except as set forth therein, no shares of capital stock or other voting securities of the Company are issued, issuable, reserved for issuance or outstanding. The Company is the sole record and beneficial owner of all of the issued and outstanding capital stock of each Company Subsidiary. All outstanding shares of the authorized capital stock of the Company consists solely of 800,000,000 shares of Common Stock of which: (i) 552,135,062 shares of Common Stock are issued and each Company Subsidiary are duly authorizedoutstanding, validly issued, fully paid and nonassessable and not subject to or the exercise of outstanding Options between the date hereof and the Closing Date, (ii) no shares of Common Stock are issued in violation of any purchase option, call option, preemptive right, subscription right or any similar right under any provision of the applicable corporate laws of Israel, and held by the Company Constituent Instruments or any Contract in treasury, (as defined in Section 3.05iii) 29,418,909 shares of Common Stock are reserved for issuance upon exercise of outstanding Options, subject to which the Company is a party or otherwise boundexercise of outstanding Options between the date hereof and the Closing Date and (iv) 4,517,029 shares of Common Stock are reserved for issuance under the Stock Purchase Plans. Except as set forth on Schedule 3.03 in the Company Disclosure Letter or as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, there are no No bonds, debentures, notes or other Indebtedness (as defined in Section 3.16 below) instruments or evidence of the Company or any Company Subsidiary indebtedness having the right to vote (or convertible into, into or exercisable or exchangeable for, securities having the right to vote) on any matters on which the holders of Company Shares Common Stock may vote are issued or the outstanding. All outstanding shares of Common Stock are duly authorized and validly issued, fully paid and nonassessable, and were not issued in violation of any Company Subsidiary may vote (“Voting Company Debt”)preemptive or other similar rights. Except as set forth above, and as of the date of this Agreementset forth on Company Disclosure Schedule 5.3(a), there (A) are not any options, warrants, rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contracts, arrangements or undertakings of any kind to which the Company or any Company Subsidiary is a party or by which any of them is bound (a) obligating the Company or any Company Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, additional no shares of capital stock or other equity interests inof the Company authorized, issued or outstanding, (B) are no securities of the Company or any Subsidiary of the Company convertible into, or any security convertible exchangeable or exercisable for or exchangeable into any for, shares of capital stock or other equity interests of the Company or any Subsidiary of the Company, (C) is no option, warrant, call, preemptive right, subscription or other right, agreement, arrangement, understanding or commitment of any character, relating to the issued or unissued capital stock or other equity interest of the Company or any Subsidiary of the Company, obligating the Company or any Subsidiary of the Company to issue, transfer or sell or cause to be issued, transferred or sold any shares of capital stock or other equity interest in, the Company or any Subsidiary of the Company Subsidiary or any Voting Company Debtsecurities convertible into or exchangeable for such shares, (b) or equity interests, or obligating the Company or any Subsidiary of the Company Subsidiary to issue, grant, extend or enter into any such option, warrant, call, subscription or other right, security, commitment, Contract, arrangement or undertaking or agreement and (cD) 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 is no outstanding contractual obligation of the Company or of any Company Subsidiary. The Company is not a party to any agreement granting any securityholder Subsidiary of the Company the right to cause the Company to register shares of the repurchase, redeem or otherwise acquire any capital stock or other securities equity interest of the Company held by such securityholder. The stockholder list provided to the Parent is a current stockholder list, and such list accurately reflects all or any Subsidiary or Affiliate of the issued and outstanding shares Company, or to provide funds to make any investment (in the form of a loan, capital contribution or otherwise) in any Subsidiary of the Company Securities as at the date of this Agreementor any other Person.

Capital Structure. The capitalization authorized capital stock of the Company is set forth consists solely of 10,000,000 shares of Common Stock, of which 5,135,516 shares were issued and outstanding as of the close of business on Schedule 3.03 in January 27, 2006. Since such date, the Company Disclosure Letterhas not issued any shares of Common Stock. Except as set forth thereinAll of the outstanding shares of Common Stock have been duly authorized and validly issued and are fully paid and nonassessable. The Company has no shares of Common Stock reserved for issuance other than 50,000 Shares reserved for issuance pursuant to the Company’s Amended and Restated 2001 Stock Option Plan (the “Stock Plan”). There are no options to purchase Common Stock or other awards granted under the Stock Plan or rights outstanding in respect of securities of the Company or any of its Subsidiaries under any other Company Benefit Plan (collectively, no “Company Options and Awards”). Each of the outstanding shares of capital stock or other voting securities of the Company are issued, issuable, reserved for issuance or outstanding. The Company is the sole record and beneficial owner of all each of the issued and outstanding capital stock of each Company Subsidiary. All outstanding shares of the capital stock of the Company and each Company Subsidiary are Company’s Subsidiaries is duly authorized, validly issued, fully paid and nonassessable and not subject to owned by the Company or issued in violation by a direct or indirect wholly owned Subsidiary of the Company, free and clear of any purchase optionlien, call optionpledge, preemptive rightsecurity interest, subscription right claim or any similar right under any provision of the applicable corporate laws of Israelother encumbrance (collectively, the Company Constituent Instruments or any Contract (as defined in Section 3.05) to which the Company is a party or otherwise bound“Liens”). Except as set forth on Schedule 3.03 in for the Company Disclosure Letter or as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generallyTop-Up Options, there are no bonds, debentures, notes preemptive or other Indebtedness (as defined in Section 3.16 below) of the Company or any Company Subsidiary having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of Company Shares or the shares of any Company Subsidiary may vote (“Voting Company Debt”). Except as set forth above, as of the date of this Agreement, there are not any options, warrants, rights, conversion rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, redemption rights, repurchase rights, calls, stock-based performance units, commitments, Contracts, arrangements or undertakings of any kind to which the Company or any Company Subsidiary of its Subsidiaries is a party or by which any of them is bound (ai) obligating the Company or any Company Subsidiary of its Subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity interests in, or any security convertible into, or exercisable for or exchangeable into for, any capital stock of or other equity interest in, the Company or any Company Subsidiary of its Subsidiaries or any Voting Company Debt, (bii) obligating the Company or any Company Subsidiary of its Subsidiaries to issue, grant, extend or enter into any such option, warrant, call, right, security, commitment, Contract, arrangement or undertaking or (ciii) that give any person 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 shares of capital stock of or other equity interests in, or any security convertible into, or exercisable or exchangeable for, any capital stock of or other equity interest in, the Company or any of its Subsidiaries or any Voting Debt, and no such obligations, instruments or securities are authorized, issued or outstanding. There are no voting trusts or other arrangements or understandings to which the Company or any of its Subsidiaries is a party with respect to the voting of any capital stock of or other equity interest in the Company Subsidiaryor any of its Subsidiaries. The Company is does not a party have outstanding any bonds, debentures, notes or other obligations the holders of which have the right to any agreement granting any securityholder vote (or are convertible into or exercisable for securities having the right to vote) with the stockholders of the Company on any matter (“Voting Debt”). The Company does not own, directly or indirectly, any voting interest that may require a filing by Parent or any of its affiliates under the right Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”). Exhibit 21 to cause the Company to register shares Company’s Annual Report on Form 10-K for the fiscal year ended July 31, 2005, includes all of the capital stock or other securities Subsidiaries of the Company held by such securityholder. The stockholder list provided to the Parent is a current stockholder listthat, and such list accurately reflects all as of the issued and outstanding shares of the Company Securities as at the date of this AgreementAgreement are “Significant Subsidiaries” (as defined in Rule 1-02 of Regulation S-X of the SEC).

Capital Structure. The capitalization authorized capital stock of the Company is set forth on Schedule 3.03 consists of 10,000,000 Shares and 500,000 shares of preferred stock, par value $.10 per share (the "Company Preferred Stock"). As of June 30, 2000, (i) 3,248,566 Shares were issued and outstanding, (ii) 13,500 were issued and held in treasury, (iii) no shares of the Company Disclosure LetterPreferred Stock were issued and outstanding, and (iv) 885,600 Shares were reserved for issuance pursuant to the Company Stock Plans (of which 848,613 are subject to outstanding options. Except as set forth thereinabove, at the time of execution of this Agreement, no shares of capital stock or other voting securities of the Company are were issued, issuable, reserved for issuance or outstanding. The Company is the sole record and beneficial owner of all of the issued and outstanding capital stock of each Company Subsidiary. All outstanding shares of the capital stock of the Company are, and each all shares which may be issued pursuant to the Company Subsidiary are Stock Plans will be, when issued, duly authorized, validly issued, fully paid and nonassessable and not subject to or issued in violation of any purchase option, call option, preemptive right, subscription right or any similar right under any provision of the applicable corporate laws of Israel, the Company Constituent Instruments or any Contract (as defined in Section 3.05) to which the Company is a party or otherwise boundrights. Except as set forth on Schedule 3.03 in the Company Disclosure Letter or as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, there There are no outstanding bonds, debentures, notes or other Indebtedness (as defined in Section 3.16 below) indebtedness or securities of the Company or any Company Subsidiary having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders shareholders of the Company Shares or the shares of any Company Subsidiary may vote (“Voting Company Debt”)vote. Except as set forth above, as of the date of this Agreement, there are not any no outstanding securities, options, warrants, calls, rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contracts, arrangements agreements or undertakings of any kind to which the Company or any Company Subsidiary of its subsidiaries is a party or by which any of them is bound (a) obligating the Company or any Company Subsidiary of its subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity interests in, or any security convertible or exercisable for or exchangeable into any capital stock voting securities of or other equity interest in, the Company or of any Company Subsidiary of its subsidiaries or any Voting Company Debt, (b) obligating the Company or any Company Subsidiary of its subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, security, commitment, Contractagreement, arrangement or undertaking undertaking. There are no outstanding rights, commitments, agreements, or (c) that give undertakings of any person kind obligating the right Company or any of its subsidiaries to receive repurchase, redeem or otherwise acquire any economic benefit or right similar to or derived from the economic benefits and rights occurring to holders shares of the capital stock or other voting securities of the Company or any of its subsidiaries or any Company Subsidiarysecurities of the type described in the two immediately preceding sentences. The Company is not a party has delivered or made available to any agreement granting any securityholder BioShield complete and correct copies of the Company the right to cause the Company to register shares of the capital stock or other securities Stock Plans and all forms of the Company held by such securityholderOptions. The stockholder list provided to the Parent is a current stockholder list, and such list accurately reflects all of the issued and outstanding shares Section 2.1(c) of the Company Securities Disclosure Schedule sets forth a complete and accurate list of all the Company Options outstanding as at of the date of this AgreementAgreement and the exercise price of each outstanding Company Option.

Capital Structure. The capitalization authorized capital stock of the Company is set forth on Schedule 3.03 in the Company Disclosure Letterconsists of 60,000 ordinary shares, and 6,000 preferred shares, each $1.00 par value, of which 50,000 ordinary shares and 2,147 preferred shares are issued and outstanding. Except as set forth thereinabove, no shares of capital stock or other voting securities of the Company are issued, issuable, reserved for issuance or outstanding, other than up to $365,940 in value, based on the per share price paid in the next equity financing of the Company, of ordinary shares reserved for issuance upon exercise of the Company Warrants. The Company is has issued, and there are currently outstanding, warrants to purchase up to $365,940 in value, based on the sole record and beneficial owner of all per share price paid in the next equity financing of the issued and outstanding capital stock Company, of each Company Subsidiaryordinary shares of the Company. All outstanding shares of the capital stock of the Company and each Company Subsidiary are duly authorized, validly issued, fully paid and nonassessable and not subject to or issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the applicable corporate laws of Israelthe British Virgin Islands, the Company Constituent Instruments or any Contract (as defined in Section 3.05) to which the Company is a party or otherwise bound. Except as set forth on Schedule in this Section 3.03 and in Section 3.03 of the Company Disclosure Letter or as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generallySchedule, there are no not any bonds, debentures, notes or other Indebtedness (as defined in Section 3.16 below) indebtedness of the Company or any Company Subsidiary having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of Company Shares or the shares common stock of any Company Subsidiary may vote (“Voting Company Debt”). Except as set forth above, as of the date of this Agreement, there are not any options, warrants, rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contracts, arrangements or undertakings of any kind to which the Company or any Company Subsidiary is a party or by which any of them is bound (ai) obligating the Company or any Company Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity interests in, or any security convertible or exercisable for or exchangeable into any capital stock of or other equity interest in, the Company or any Company Subsidiary or any Voting Company Debt, (bii) obligating the Company or any Company Subsidiary to issue, grant, extend or enter into any such option, warrant, call, right, security, commitment, Contract, arrangement or undertaking or (ciii) that give any person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights occurring to holders of the capital stock of the Company or of any Company Subsidiary. The Company is not a party to any agreement granting any securityholder Except as set forth in Section 3.03 of the Company the right to cause the Company to register shares Disclosure Schedule, as of the capital stock or other securities of the Company held by such securityholder. The stockholder list provided to the Parent is a current stockholder list, and such list accurately reflects all of the issued and outstanding shares of the Company Securities as at the date of this Agreement, there are not any outstanding contractual obligations of the Company to repurchase, redeem or otherwise acquire any shares of capital stock of the Parent.

Capital Structure. The capitalization authorized capital stock of Buyer consists of (i) 50,000,000 common shares, par value $1.00 per share ("Buyer Common Stock"), and (ii) 20,000,000 preference shares. As of the Company is set forth on Schedule 3.03 in the Company Disclosure Letterdate hereof, 5,880,115 shares of Buyer Common Stock are issued and outstanding, 81,000 shares of Buyer Common Stock were subject to employee stock options and 462,400 shares of Buyer Common Stock were reserved for issuance pursuant to Buyer Employee Benefit Plans. Except as set forth thereinabove, as of the date hereof no shares of capital stock or other voting equity securities of the Company Buyer are issued, issuable, reserved for issuance or outstanding. The Company is the sole record and beneficial owner of all of the issued and outstanding capital stock of each Company Subsidiary. All outstanding shares of the capital stock of Buyer are, and any shares of Buyer Common Stock issued upon settlement of the Company and each Company Subsidiary are Holdco Note will be at the time of issuance, duly authorized, validly issued, fully paid and nonassessable and not subject to or issued in violation of preemptive rights. There are not any purchase option, call option, preemptive right, subscription right or any similar right under any provision of the applicable corporate laws of Israel, the Company Constituent Instruments or any Contract (as defined in Section 3.05) to which the Company is a party or otherwise bound. Except as set forth on Schedule 3.03 in the Company Disclosure Letter or as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, there are no bonds, debentures, notes or other Indebtedness (as defined in Section 3.16 below) indebtedness of the Company or any Company Subsidiary Buyer having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of Company Shares or the shares of any Company Subsidiary Buyer Common Stock may vote (“"Voting Company Buyer Debt”"). Except as set forth aboveabove or as disclosed in Section 3.2(c) of the Disclosure Schedule, as of the date of this Agreement, hereof there are not any options, warrants, rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contractscontracts, arrangements or undertakings of any kind to which the Company Buyer or any Company Subsidiary is a party or by which any of them is bound (ai) obligating the Company Buyer or any Company Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity interests in, or any security convertible or exercisable for or exchangeable into any capital stock of or other equity interest in, the Company Buyer or of any Company Subsidiary or any Voting Company Debt, Buyer Debt or (bii) obligating the Company Buyer or any Company Subsidiary to issue, grant, extend or enter into any such option, warrant, call, right, security, commitment, Contractcontract, arrangement or undertaking or (cundertaking. Except as disclosed in Section 3.2(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 Disclosure Schedule, there are no restrictions upon the Company voting, dividend rights or transfer of any Company Subsidiaryshares of Buyer Common Stock pursuant to Buyer's organizational documents or any agreement to which Buyer is a party. The Company is not a party to any agreement granting any securityholder of the Company the right to cause the Company to register shares of the capital stock or other securities of the Company held Holdco Note has been duly authorized by such securityholder. The stockholder list provided to the Parent is a current stockholder listHoldco and, and such list accurately reflects all of the when executed, issued and outstanding shares of the Company Securities delivered to Sellers as at the date of contemplated by this Agreement, will constitute the valid and binding obligation of Holdco, enforceable against Holdco in accordance with its terms.

Capital Structure. The capitalization authorized capital stock of the Company is set forth consists of 300,000,000 Shares, of which 129,677,030 Shares were outstanding as of the close of business on Schedule 3.03 in February 25, 2000, and 5,000,000 shares of Preferred Stock, without par value, of which no shares are outstanding. All of the outstanding Shares have been duly authorized and are validly issued, fully paid and nonassessable. Other than 750,000 shares of Series A Preferred Stock reserved for issuance and shares of Common Stock subject to issuance pursuant to the Rights Agreement, the Company has no Shares subject to issuance, except that, as of February 25, 2000, there were 3,867,718 Shares subject to issuance pursuant to the Company's Amended and Restated Long-Term Incentive Plan, the Company's Stock Option Plan for Non-Employee Directors and the Company's Deferred Stock Compensation Plan (collectively, the "STOCK PLANS"). Section 5.1(b) of the Company Disclosure LetterLetter contains a correct and complete list of each outstanding option to purchase Shares under the Stock Plans (each a "COMPANY OPTION"), including the holder, date of grant, exercise price, expiration date and number of Shares subject thereto. Except as set forth therein, no Each of the outstanding shares of capital stock or other voting securities of the Company are issued, issuable, reserved for issuance or outstanding. The Company is the sole record and beneficial owner of all each of the issued Company's subsidiaries has been duly authorized and outstanding capital stock of each Company Subsidiary. All outstanding shares of the capital stock of the Company and each Company Subsidiary are duly authorized, is validly issued, fully paid and nonassessable and not subject to is owned by a direct or issued in violation indirect wholly owned subsidiary of the Company, free and clear of any purchase optionlien, call optionpledge, preemptive rightsecurity interest, subscription right or any similar right under any provision of the applicable corporate laws of Israel, the Company Constituent Instruments or any Contract (as defined in Section 3.05) to which the Company is a party or otherwise bound. Except as set forth on Schedule 3.03 in the Company Disclosure Letter or as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, there are no bonds, debentures, notes claim or other Indebtedness (as defined in Section 3.16 below) of the Company or any Company Subsidiary having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of Company Shares or the shares of any Company Subsidiary may vote (“Voting Company Debt”)encumbrance. Except as set forth above, as of the date of this Agreement, there are not any no preemptive or other outstanding rights, options, warrants, rights, convertible or exchangeable securities, “phantom” stock conversion rights, stock appreciation rights, stock-based performance unitsredemption rights, commitmentsrepurchase rights, Contractsagreements, arrangements arrangements, calls, commitments or undertakings rights of any kind to which that obligate the Company or any Company Subsidiary is a party of its subsidiaries to issue or by which sell any of them is bound (a) obligating the Company or any Company Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity interests in, or any security convertible or exercisable for or exchangeable into any capital stock of or other equity interest in, the Company or any Company Subsidiary or any Voting Company Debt, (b) obligating the Company or any Company Subsidiary to issue, grant, extend or enter into any such option, warrant, call, right, security, commitment, Contract, arrangement or undertaking or (c) that give any person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights occurring to holders of the capital stock of the Company or of any Company Subsidiary. The Company is not a party to any agreement granting any securityholder of the Company the right to cause the Company to register shares of the capital stock or other securities of the Company held by such securityholder. The stockholder list provided or any of its subsidiaries or any securities or obligations convertible or exchangeable into or exercisable for, or giving any Person a right to the Parent is a current stockholder listsubscribe for or acquire, and such list accurately reflects all of the issued and outstanding shares any securities of the Company Securities or any of its subsidiaries, and no securities or obligations evidencing such rights are authorized, issued or outstanding. The Company does not have outstanding any bonds, debentures, notes or other obligations the holders of which have the right to vote (or convertible or exchangeable into or exercisable for securities having the right to vote) with the shareholders of the Company on any matter ("VOTING DEBT"). The Company Disclosure Letter sets forth a true and complete list of each Person in which the Company owns, directly or indirectly, any voting interest that may require a filing by Parent under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as at amended (the date of this Agreement"HSR ACT").

Capital Structure. (a) The capitalization authorized capital stock of the Company is set forth consists of 100,000,000 shares of Stock. At the close of business on Schedule 3.03 in December 21, 1998, 6,852,889 shares of Stock were issued and outstanding, and 401,902 shares of Stock were reserved for issuance pursuant to outstanding options or warrants to purchase shares of Stock which have been granted to directors, officers, or employees of the Company Disclosure Letteror others ("Company Stock Options"). Except as set forth thereinabove, at the close of business on December 21, 1998, no shares of capital stock or other voting equity securities of the Company are were issued, issuable, reserved for issuance issuance, or outstanding. The Company is the sole record and beneficial owner of all of the issued and outstanding capital stock of each Company Subsidiary. All outstanding shares of the capital stock of the Company are, and each all shares which may be issued pursuant to any outstanding Company Subsidiary are Stock Options will be, when issued, duly authorized, validly issued, fully paid and nonassessable and not subject to or issued in violation of any purchase option, call option, preemptive right, subscription right or any similar right under any provision of the applicable corporate laws of Israel, the Company Constituent Instruments or any Contract (as defined in Section 3.05) to which the Company is a party or otherwise boundrights. Except as set forth on Schedule 3.03 in Section 4.2 of the Company Disclosure Letter or as limited by general equitable principles and applicable bankruptcySchedule, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, there are no bonds, debentures, notes notes, or other Indebtedness (as defined in Section 3.16 below) indebtedness of the Company or any Company Subsidiary having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders the shareholders of the Company Shares or the shares of any Company Subsidiary may vote (“Voting are issued or outstanding. Except as disclosed in Section 4.2 of the Disclosure Schedule, all the outstanding shares of capital stock of each Subsidiary have been validly issued and are fully paid and nonassessable and are owned by the Company, by one or more Subsidiaries, or by the Company Debt”)and one or more such Subsidiaries, free and clear of all Liens. Except as set forth above, as above or in Section 4.2 of the date of this AgreementDisclosure Schedule, there are not neither the Company nor any optionsSubsidiary has any outstanding option, warrantswarrant, rightssubscription, convertible or exchangeable securitiesother right, “phantom” stock rightsagreement, stock appreciation rights, stock-based performance units, commitments, Contracts, arrangements or undertakings of any kind to commitment which (i) obligates the Company or any Company Subsidiary is a party or by which any of them is bound (a) obligating the Company or any Company Subsidiary to issue, deliver sell or selltransfer, repurchase, redeem, or cause to be issued, delivered otherwise acquire or sold, additional vote any shares of capital stock or other equity interests in, or any security convertible or exercisable for or exchangeable into any capital stock of or other equity interest in, the Company or any Company Subsidiary or any Voting Company Debt, (b) obligating the Company or any Company Subsidiary to issue, grant, extend or enter into any such option, warrant, call, right, security, commitment, Contract, arrangement or undertaking or (c) that give any person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights occurring to holders of the capital stock of the Company or any Subsidiary, (ii) restricts the transfer of any Company Subsidiary. The Company is not a party to any agreement granting any securityholder shares of stock of the Company or any Subsidiary, or (iii) grants the right to cause the Company to register shares of the capital stock or other securities participate in any equity appreciation of the Company held by such securityholder. The stockholder list provided to the Parent is a current stockholder list, and such list accurately reflects all of the issued and outstanding shares of the Company Securities as at the date of this Agreementor any Subsidiary.

Capital Structure. The capitalization authorized capital stock of the Company is set forth consists of 6,000,000 shares of Company Common Stock. At the close of business on Schedule 3.03 in November 13, 1998 (i) 2,228,000 shares of Company Common Stock were issued and outstanding, (ii) no shares of Company Common Stock were held by the Company Disclosure Letterin its treasury, (iii) 625,000 shares of Company Common Stock were subject to issuance pursuant to outstanding options to purchase shares of Company Common Stock. Except as set forth thereinabove at the close of business on November 13, 1998, no shares of capital stock or other voting securities of the Company are were issued, issuable, reserved for issuance or outstanding. The Company is the sole record and beneficial owner of all of the issued and outstanding capital stock of each Company Subsidiary. All outstanding shares of the capital stock of the Company are, and each all shares which may be issued pursuant to Company Subsidiary are Options will be, when issued in accordance with the terms thereof, duly authorized, validly issued, fully paid and nonassessable and not subject to or issued in violation of any purchase option, call option, preemptive right, subscription right or any similar right under any provision of the applicable corporate laws of Israel, the Company Constituent Instruments or any Contract (as defined in Section 3.05) to which the Company is a party or otherwise boundrights. Except as set forth on Schedule 3.03 in the Company Disclosure Letter or as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, there There are no bonds, debentures, notes or other Indebtedness (as defined in Section 3.16 below) indebtedness of the Company or any Company Subsidiary outstanding having the right to vote (or convertible into, or exchangeable for, into securities having the right to vote) on any matters on which holders stockholders of the Company Shares or the shares of any Company Subsidiary may vote (“Voting Company Debt”)vote. Except as set forth above, as of the date of this Agreement, above there are not any no securities, options, warrants, calls, rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contractsagreements, arrangements or undertakings of any kind to which the Company or any Company Subsidiary is a party party, or by which any of them it is bound (a) bound, obligating the Company or any Company Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity interests in, or any security convertible or exercisable for or exchangeable into any capital stock voting securities of or other equity interest in, the Company or any Company Subsidiary or any Voting Company Debt, (b) obligating the Company or any Company Subsidiary to issue, grant, extend or enter into any such security, option, warrant, call, right, security, commitment, Contractagreement, arrangement or undertaking or (c) that give any person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights occurring to holders undertaking. As of the capital stock date of this Agreement, there are not any outstanding contractual obligations of the Company to repurchase, redeem or of otherwise acquire any Company Subsidiary. The Company is not a party to any agreement granting any securityholder of the Company the right to cause the Company to register shares of the capital stock or other securities of the Company held by such securityholderCompany. The stockholder list provided to the Parent is a current stockholder list, and such list accurately reflects all As of the issued and outstanding shares of the Company Securities as at the date of this Agreement, and except as contemplated by this Agreement, there are no shareholder agreements, voting trusts or other agreements or understandings to which the Company is a party or by which it is bound relating to the voting of any shares of capital stock of the Company. All of the outstanding capital stock of the Company's subsidiaries is owned by the Company, directly or indirectly, free and clear of any Lien (as defined in Section 3.1(d)) or any other limitation or restriction (including any restriction on the right to vote or sell the same, except as may be provided as a matter of law). There are no securities of the Company or its subsidiaries convertible into or exchangeable for, no options or other rights to acquire from the Company or its subsidiaries, and no other contract, understanding, arrangement or obligation (whether or not contingent) providing for the issuance or sale, directly or indirectly, of, any capital stock or other ownership interests in, or any other equity securities of, any subsidiary of the Company. As of the date of this Agreement, there are no outstanding contractual obligations of the Company or its subsidiaries to repurchase, redeem or otherwise acquire any outstanding shares of capital stock or other ownership interests in any subsidiary of the Company.

Capital Structure. The capitalization authorized capital stock of the Company is set forth on Schedule 3.03 in the Company Disclosure Letterconsists of 50,000 shares, of which, 10,000 shares are issued and outstanding. Except as set forth thereinabove, no shares of capital stock or other voting securities of the Company are issued, issuable, reserved for issuance or outstanding. The Company Except as set forth on SCHEDULE 3.03 hereto, the company is the sole record and beneficial owner of all of the issued and outstanding capital stock of each Company Subsidiary. of its Subsidiaries- All outstanding shares of the capital stock of the Company and each Company Subsidiary of its Subsidiaries are duly authorized, validly issued, fully paid and nonassessable and not subject to or issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the applicable corporate laws of Israel, the Company Constituent Instruments corporation law or any Contract (as defined in Section 3.05) contract to which the Company is a party or otherwise bound. Except as set forth on Schedule SCHEDULE 3.03 in the Company Disclosure Letter or as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generallyhereto, there are no not any bonds, debentures, notes or other Indebtedness (as defined in Section 3.16 below) indebtedness of the Company or any Company Subsidiary of its subsidiaries having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of Company Shares or the ordinary shares of the Company or any Company Subsidiary capital stock of its subsidiaries may vote (“Voting Company Debt”"VOTING COMPANY DEBT"). Except as set forth above, as of the date of this Agreement, there are not any options, warrants, rights, convertible or exchangeable securities, “"phantom” " stock rights, stock appreciation rights, stock-based performance units, commitments, Contracts, arrangements or undertakings of any kind to which the Company or any Company Subsidiary of its Subsidiaries is a party or by which any of them is bound (ai) obligating the Company or any Company Subsidiary of its Subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity interests in, or any security convertible or exercisable for or exchangeable into any capital stock of or other equity interest in, the Company or any Company Subsidiary of its Subsidiaries or any Voting Company Debt, (bii) obligating the Company or any Company Subsidiary of its Subsidiaries to issue, grant, extend or enter into any such option, warrant, call, right, security, commitment, Contractcontract, arrangement or undertaking or (ciii) that give any person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights occurring to holders of the capital stock of the Company or of any Company Subsidiaryof its subsidiaries. The Company is not a party to any agreement granting any securityholder Except as set forth in SCHEDULE 3.03 hereto, as of the Company the right to cause the Company to register shares of the capital stock or other securities of the Company held by such securityholder. The stockholder list provided to the Parent is a current stockholder list, and such list accurately reflects all of the issued and outstanding shares of the Company Securities as at the date of this Agreement, there are not any outstanding contractual obligations of the Company to repurchase, redeem or otherwise acquire any shares of capital stock of the Company.

Capital Structure. (a) The capitalization authorized capital stock of the Company is set forth consists of 100,000,000 shares of Company Common Stock and 2,000,000 shares of preferred stock, par value $0.0001 per share (the “Company Preferred Stock”). At the close of business on Schedule 3.03 in January 28, 2014, (i) 55,712,233 shares of Company Common Stock and no shares of Company Preferred Stock were issued and outstanding, (ii) no shares of Company Common Stock were held by the Company Disclosure Letterin its treasury, and (iii) 10,887,375 shares of Company Common Stock were reserved and available for issuance pursuant to the Company Stock Plans, of which 1,216,181 shares of Company Common Stock were reserved for issuance pursuant to the Company ESPP. Except as set forth thereinabove, at the close of business on January 28, 2014, no shares of capital stock or other voting securities of the Company are were issued, issuable, reserved for issuance or outstanding. The Company is the sole record and beneficial owner of all of the issued and outstanding capital stock of each Company Subsidiary. All outstanding shares of Company Common Stock are, and all such shares that may be issued prior to the capital stock of the Company and each Company Subsidiary are Effective Time will be when issued, duly authorized, validly issued, fully paid and nonassessable and not subject to or issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the applicable corporate laws of IsraelDGCL, the Company Constituent Instruments Charter, the Company By-laws or any Contract (as defined in Section 3.05) to which the Company is is, or, to the knowledge of the Company, a stockholder of the Company is, a party or otherwise bound. Except as set forth on Schedule 3.03 in the Company Disclosure Letter or as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, there There are no bonds, debentures, notes or other Indebtedness (as defined in Section 3.16 below) indebtedness of the Company or any Company Subsidiary having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of Company Shares or the shares of any Company Subsidiary Common Stock may vote (“Voting Company Debt”). Except as set forth above, as of the date of this Agreement, there are not any no options, warrants, rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contracts, arrangements or undertakings of any kind to which the Company or any Company Subsidiary is a party or by which any of them is bound (ai) obligating the Company or any Company Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity interests in, or any security convertible or exercisable for or exchangeable into any capital stock of or other equity interest in, the Company or of any Company Subsidiary or any Voting Company Debt, (bii) obligating the Company or any Company Subsidiary to issue, grant, extend or enter into any such option, warrant, call, right, security, commitment, Contract, arrangement or undertaking or undertaking, (ciii) that give any person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights occurring to holders of the capital stock of the Company or (iv) subjecting any of any Company Subsidiary. The Company is not a party its securities to any agreement granting any securityholder Lien. As of the Company the right to cause the Company to register shares of the capital stock or other securities of the Company held by such securityholder. The stockholder list provided to the Parent is a current stockholder list, and such list accurately reflects all of the issued and outstanding shares of the Company Securities as at the date of this Agreement, there are no outstanding contractual obligations of the Company or any Company Subsidiary to repurchase, redeem or otherwise acquire any shares of capital stock of the Company or any Company Subsidiary.

Capital Structure. The capitalization of the Company is set forth on Schedule 3.03 in the Company Disclosure Letter. Except as set forth therein, no issued and outstanding shares of capital stock or other voting securities of the Company are issued, issuable, reserved for issuance or outstandingconsist of 9,118,564 shares of common stock and 150,000 shares of Series A Preferred Stock. The Company authorized number of shares of common stock is 24,000,000 shares and the sole record and beneficial owner authorized number of all shares of the issued and outstanding capital stock of each Company SubsidiarySeries A Preferred Stock is 6,000,000 shares. All outstanding shares of the capital stock of the Company and each Company Subsidiary are duly authorized, validly issued, fully paid and nonassessable nonassessable. The Company has granted outstanding options and not subject warrants to or issued in violation purchase up to 2,665,734 shares of any purchase option, call option, preemptive right, subscription right or any similar right under any provision of the applicable corporate laws of Israel, the Company Constituent Instruments or any Contract (as defined in Section 3.05) to which the Company is a party or otherwise boundcommon stock. Except as set forth on Schedule 3.03 disclosed in the Company Disclosure Letter or as limited by general equitable principles this paragraph and applicable bankruptcyin SCHEDULE 3.04, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, (i) there are no bondsoutstanding options, debenturesstock subscription agreements, notes warrants or other Indebtedness (as defined in Section 3.16 below) of rights permitting or requiring the Company or others to purchase, redeem or acquire any Company Subsidiary having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of Company Shares or the shares of any Company Subsidiary may vote (“Voting Company Debt”). Except as set forth above, as of the date of this Agreement, there are not any options, warrants, rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contracts, arrangements or undertakings of any kind to which the Company or any Company Subsidiary is a party or by which any of them is bound (a) obligating the Company or any Company Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity interests in, or any security convertible or exercisable for or exchangeable into any capital stock securities of or other equity interest in, the Company or to pay any Company Subsidiary dividend or make any Voting Company Debtother distribution in respect thereof; (ii) there are no securities issued or outstanding which are convertible into or exchangeable for any of the foregoing and there are no contracts, (b) obligating the Company commitments or any Company Subsidiary understandings, whether or not in writing, to issue, grant, extend issue or enter into grant any such option, warrant, call, right, right or convertible or exchangeable security, commitment, Contract, arrangement or undertaking or ; (ciii) that give any person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights occurring to holders of the capital stock of the Company or of any Company Subsidiary. The Company is not a party to any agreement granting any securityholder of the Company the right to cause the Company to register no shares of the capital stock or other securities of the Company held by such securityholder. The stockholder list provided are reserved for issuance for any purpose; (iv) there are no voting trusts or other contracts, commitments, understandings, arrangements or restrictions of any kind with respect to the Parent is a current stockholder listownership, and such list accurately reflects all voting or transfer of shares of stock or other securities of the issued Company, including without limitation, any preemptive rights, rights of first refusal, proxies or similar rights; and outstanding shares (v) no person holds a right to require the Company to register any securities of the Company under the Act or to participate in any such registration. All issuances by the Company of its securities were (A) exempt from registration under the Securities Act of 1933, as amended, and any applicable state securities laws, and (B) in compliance with all state and federal laws and regulations. The designations, powers, preferences, rights, qualifications, limitations and restrictions in respect of each class and series of authorized capital stock of the Company are or will be at Closing as set forth in the date Company's Certificate of this AgreementIncorporation and the Certificates of Designation filed with the Delaware Secretary of State, true, accurate and complete copies of which have been delivered by the Company to PPD, and all such designations, powers, preferences, rights, qualifications, limitations and restrictions are valid, binding and enforceable and in accordance with all applicable laws.

Capital Structure. (a) The capitalization number of Company Units owned by each Seller (or, in the Company case of Holdings Seller, owned by Holdings Seller indirectly through Holdings) is set forth on Schedule 3.03 Section 4.03(a) of the Disclosure Letter. There are no equity interests in the Company Disclosure Letter. Except as set forth therein, no shares of capital stock or other voting securities of than the Company are issued, issuable, reserved for issuance or outstanding. The Company is Units owned by the sole record Sellers and beneficial owner of all of the issued and outstanding capital stock of each Company SubsidiaryHoldings. All outstanding shares of the capital stock of the Company and each Company Subsidiary are Units have been duly authorized, validly issued, fully paid and paid, are nonassessable and not subject to or issued in violation of any purchase option, call option, preemptive right of first refusal or offer, subscription right, subscription right preemptive or any similar right other outstanding rights, redemption right, convertible, exercisable or exchangeable securities or other right, including under any provision of the applicable corporate laws General Corporation Law of Israelthe State of Delaware, the Company Constituent Instruments Company’s Governing Documents or any Contract (as defined in Section 3.05) to which the Company is a party or otherwise bound. Except as set forth on Schedule 3.03 in the Company Disclosure Letter or as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, there There are no not any bonds, debentures, notes or other Indebtedness (as defined in Section 3.16 below) indebtedness of the Company or any Company Subsidiary having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of the Company Shares or the shares of any Company Subsidiary Units may vote (“Voting Company Debt”). Except as set forth above, as of the date of this Agreement, there There are not any options, warrants, rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-profits interests, stock- based performance units, other compensatory equity or equity-linked rights, commitments, Contracts, arrangements or undertakings of any kind to which the Company or any Company Subsidiary of its subsidiaries is a party or by which any of them is bound (ai) obligating the Company or any Company Subsidiary of its subsidiaries to issue, deliver deliver, transfer or sell, or cause to be issued, delivered delivered, transferred or sold, additional shares of capital stock Company Units or any other equity interest in the Company, or other equity interests in, or any security convertible or exercisable for or exchangeable into any capital stock of Company Units or other equity interest in, the Company or any Company Subsidiary of its subsidiaries or any Voting Company Debt, Debt or (bii) obligating the Company or any Company Subsidiary of its subsidiaries to issue, grant, extend or enter into any such option, warrant, call, right, security, commitment, Contract, arrangement or undertaking or (c) that give any person undertaking. Except for the right Company LLC Agreement, there are no agreements to receive any economic benefit or right similar to or derived from the economic benefits and rights occurring to holders of the capital stock of which the Company or any of any Company Subsidiary. The Company is not a party to any agreement granting any securityholder of the Company the right to cause the Company to register shares of the capital stock or other securities of the Company held by such securityholder. The stockholder list provided to the Parent is a current stockholder list, and such list accurately reflects all of the issued and outstanding shares of the Company Securities as at the date of this Agreement.its

Capital Structure. The capitalization authorized capital stock of the Company is set forth on Schedule 3.03 in the Company Disclosure LetterTEC consists of 10,000 ordinary shares, all of which are issued and outstanding. Except as set forth thereinabove, no shares of capital stock or other voting securities of the Company TEC are issued, issuable, reserved for issuance or outstanding. The Company TEC is the sole record and beneficial owner of all of the issued and outstanding capital stock of each Company Subsidiaryof its subsidiaries. All outstanding shares of the capital stock of the Company TEC and each Company Subsidiary of its subsidiaries are duly authorized, validly issued, fully paid and nonassessable and not subject to or issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the applicable corporate laws of Israelthe Hong Kong Special Administrative Region of the People’s Republic of China, the Company TEC Constituent Instruments or any Contract (as defined in Section 3.05) to which the Company TEC is a party or otherwise bound. Except as set forth on Schedule 3.03 in the Company Disclosure Letter or as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, there There are no not any bonds, debentures, notes or other Indebtedness (as defined in Section 3.16 below) indebtedness of the Company TEC or any Company Subsidiary of its subsidiaries having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of Company Shares TEC Stock or the shares capital stock of any Company Subsidiary of its subsidiaries may vote (“Voting Company TEC Debt”). Except as set forth above, as As of the date of this Agreement, there are not any options, warrants, rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contracts, arrangements or undertakings of any kind to which the Company TEC or any Company Subsidiary of its subsidiaries is a party or by which any of them is bound (a) obligating the Company TEC or any Company Subsidiary of its subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity interests in, or any security convertible or exercisable for or exchangeable into any capital stock of or other equity interest in, the Company TEC or any Company Subsidiary of its subsidiaries or any Voting Company TEC Debt, (b) obligating the Company TEC or any Company Subsidiary of its subsidiaries to issue, grant, extend or enter into any such option, warrant, call, right, security, commitment, Contract, arrangement or undertaking or (c) that give any person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights occurring to holders of the capital stock of the Company TEC or of any Company Subsidiaryof its subsidiaries. The Company is not a party to any agreement granting any securityholder As of the Company the right to cause the Company to register shares of the capital stock or other securities of the Company held by such securityholder. The stockholder list provided to the Parent is a current stockholder list, and such list accurately reflects all of the issued and outstanding shares of the Company Securities as at the date of this Agreement, there are not any outstanding contractual obligations of TEC to repurchase, redeem or otherwise acquire any shares of capital stock of TEC.

Capital Structure. The capitalization of the Company is set forth on Schedule 3.03 in the Company Disclosure Letter. Except as set forth therein, no shares of capital stock or other voting securities of the Company are issued, issuable, reserved for issuance or outstanding. The Company is the sole record and beneficial owner of all of the issued and outstanding capital stock of each Company Subsidiary. All outstanding shares of the authorized capital stock of the Company consists of 2,250,000 shares of common stock, par value $0.10 per share, of which 2,000,000 shares are designated as Class A common stock and each 250,000 shares are designated as Class B common stock; and 200,000 shares of preferred stock, par value $0.10 per share, of which 125,000 are designated as Series A preferred stock, 14,000 are designated as Series B Preferred Stock and the remainder are undesignated. At the close of business on __,March 9, 1999, (i) 706,950 shares of Company Subsidiary are duly authorizedClass A Common Stock were issued and outstanding, validly issued, fully paid (ii) 172,513 shares of Company Class B Common Stock were issued and nonassessable and not outstanding or subject to or options, (iii) 125,000 shares of Company Series A Preferred Stock were issued in violation and outstanding, and (iv) 14,000 shares of any purchase option, call option, preemptive right, subscription right or any similar right under any provision of the applicable corporate laws of Israel, the Company Constituent Instruments or any Contract (as defined in Section 3.05) to which the Company is a party or otherwise boundSeries B Preferred Stock were issued and outstanding. Except as set forth on Schedule 3.03 in the Company Disclosure Letter or as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, there There are no bonds, debentures, notes or other Indebtedness (as defined in Section 3.16 below) indebtedness of the Company or any Company Subsidiary having the right to vote (or convertible into, or exchangeable for, into securities having the right to vote) on any matters on which holders stockholders of the Company Shares or the shares of any Company Subsidiary may vote (“Voting Company Debt”)vote. Except as set forth abovein Schedule 3.01(c), as of the date of this Agreement, there are not any no outstanding securities, options, warrants, calls, rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contractsagreements, arrangements or undertakings of any kind to which the Company or any Company Subsidiary of its subsidiaries is a party or by which any of them is bound (a) obligating the Company or any Company Subsidiary of its subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity interests in, or any security convertible or exercisable for or exchangeable into any capital stock voting securities of or other equity interest in, the Company or of any Company Subsidiary of its subsidiaries or any Voting Company Debt, (b) obligating the Company or any Company Subsidiary of its subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, security, commitment, Contractagreement, arrangement or undertaking or (c) that give any person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights occurring to holders undertaking. Except as described in Schedule 3.01(c), as of the date of this Agreement, there are not any outstanding contractual obligations of the Company or any of its subsidiaries to repurchase, redeem or otherwise acquire any shares of capital stock of the Company or any of any Company Subsidiaryits subsidiaries. The Company is not a party to any agreement granting any securityholder All outstanding shares of capital stock of the Company the right are duly authorized, validly issued, fully paid and non-assessable and not subject to cause the Company to register shares of the capital stock or other securities of the Company held by such securityholder. The stockholder list provided to the Parent is a current stockholder list, and such list accurately reflects all of the issued and outstanding shares of the Company Securities as at the date of this Agreementpreemptive rights.

Capital Structure. The capitalization authorized capital stock of the Jade Profit Investment Limited consists of Ten Thousand (10,000) shares of Company is set forth on Schedule 3.03 in the Company Disclosure LetterCommon Stock. There are 10,000 shares of Common Stock outstanding. Except as set forth thereinabove, no shares of capital stock or other voting equity securities of the Company are issued, issuable, reserved for issuance or outstanding. The Company is the sole record and beneficial owner of all of the issued and outstanding capital stock of each Company Subsidiary. All outstanding shares of the capital stock of the Company and each Company Subsidiary are duly authorized, validly issued, fully paid and nonassessable and not subject to or issued in violation of any purchase option, call option, preemptive right, subscription right or any similar right under any provision of the applicable corporate laws of Israel, the Company Constituent Instruments or any Contract (as defined in Section 3.05) to which the Company is a party or otherwise boundrights. Except as set forth on Schedule 3.03 in the Company Disclosure Letter or as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, there There are no outstanding bonds, debentures, notes or other Indebtedness (as defined in Section 3.16 below) indebtedness or other securities of the Company or any Company Subsidiary having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders shareholders of the Company Shares or may vote. The Company Disclosure Schedule sets forth the shares outstanding Capitalization of any Company Subsidiary may vote (“Voting Company Debt”)the Company. Except as set forth above, as of the date of this Agreement, there are not any no outstanding securities, options, warrants, calls, rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contractsagreements, arrangements or undertakings of any kind to which the Company or any Company Subsidiary is a party or by which any of them it is bound (a) obligating the Company or any Company Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity interests in, or any security convertible or exercisable for or exchangeable into any capital stock voting securities of or other equity interest in, the Company or any Company Subsidiary or any Voting Company Debt, (b) obligating the Company or any Company Subsidiary to issue, grant, extend or enter into any such security, option, warrant, call, right, security, commitment, Contractagreement, arrangement or undertaking undertaking. Other than the Company Stock Options and Company Warrants, there are no outstanding contractual obligations, commitments, understandings or (c) that give any person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights occurring to holders arrangements of the Company to repurchase, redeem or otherwise acquire or make any payment in respect of any shares of capital stock of the Company Company. There are no agreements or of any Company Subsidiary. The arrangements pursuant to which the Company is not a party to any agreement granting any securityholder of the Company the right to cause the Company or could be required to register shares of the capital stock Company Common Stock or other securities under the Securities Act of 1933, as amended (the "Securities Act") or other agreements or arrangements with or among any securityholders of the Company held by such securityholder. The stockholder list provided with respect to the Parent is a current stockholder list, and such list accurately reflects all securities of the issued and outstanding shares of the Company Securities as at the date of this AgreementCompany.

Capital Structure. The capitalization authorized capital stock of the Company is set forth on Schedule 3.03 in the Company Disclosure Letterconsists of 50,000 shares, of which, 10,000 shares are issued and outstanding. Except as set forth thereinabove, no shares of capital stock or other voting securities of the Company are issued, issuable, reserved for issuance or outstanding. The Except as set forth on SCHEDULE 3.03 hereto, the Company is the sole record and beneficial owner of all of the issued and outstanding capital stock of each Company Subsidiaryof its Subsidiaries. All outstanding shares of the capital stock of the Company and each Company Subsidiary of its Subsidiaries are duly authorized, validly issued, fully paid and nonassessable and not subject to or issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the applicable corporate laws of Israel, the Company Constituent Instruments corporation law or any Contract (as defined in Section 3.05) contract to which the Company is a party or otherwise bound. Except as set forth on Schedule SCHEDULE 3.03 in the Company Disclosure Letter or as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generallyhereto, there are no not any bonds, debentures, notes or other Indebtedness (as defined in Section 3.16 below) indebtedness of the Company or any Company Subsidiary of its Subsidiaries having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of Company Shares or the ordinary shares of the Company or any Company Subsidiary capital stock of its subsidiaries may vote (“Voting Company Debt”"VOTING COMPANY DEBT"). Except as set forth above, as of the date of this Agreement, there are not any options, warrants, rights, convertible or exchangeable securities, “"phantom” " stock rights, stock appreciation rights, stock-based performance units, commitments, Contracts, arrangements or undertakings of any kind to which the Company or any Company Subsidiary of its Subsidiaries is a party or by which any of them is bound (ai) obligating the Company or any Company Subsidiary of its Subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity interests in, or any security convertible or exercisable for or exchangeable into any capital stock of or other equity interest in, the Company or any Company Subsidiary of its Subsidiaries or any Voting Company Debt, (bii) obligating the Company or any Company Subsidiary of its Subsidiaries to issue, grant, extend or enter into any such option, warrant, call, right, security, commitment, Contractcontract, arrangement or undertaking or (ciii) that give any person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights occurring to holders of the capital stock of the Company or of any Company Subsidiaryof its Subsidiaries. The Company is not a party to any agreement granting any securityholder Except as set forth in SCHEDULE 3.03 hereto, as of the Company the right to cause the Company to register shares of the capital stock or other securities of the Company held by such securityholder. The stockholder list provided to the Parent is a current stockholder list, and such list accurately reflects all of the issued and outstanding shares of the Company Securities as at the date of this Agreement, there are not any outstanding contractual obligations of the Company to repurchase, redeem or otherwise acquire any shares of capital stock of the Company.

Capital Structure. (a) The capitalization of the Company is set forth on Schedule 3.03 authorized equity interests in the Company Disclosure Letterconsist of Five Million (5,000,000) shares of Common Stock, Nine Hundred Fifty Thousand (950,000) shares of Series A Preferred Stock, and Two Hundred (200) shares of Series B Preferred Stock. As of the date hereof, there are Four Million (4,000,000) shares of Company Common Stock issued and outstanding, Nine Hundred Fifty Thousand (950,000) shares of Series A Preferred Stock issued and outstanding, and Two Hundred (200) shares of Series B Preferred Stock issued and outstanding, all of which were validly issued, fully paid and nonassessable and free of preemptive rights. Except as set forth thereinat Schedule 3.2, neither the ------------ Company nor any of its Subsidiaries has any benefit plans under which any equity interests in the Company or any of its Subsidiaries are issuable. The Company has not promised or agreed to issue equity interests under such benefit plans. Except as set forth above, no shares of capital stock Company Capital Stock or other voting securities of the Company are issued, issuable, reserved for issuance or outstanding. The outstanding and the Company is the sole record and beneficial owner of Shareholders own all of the issued and outstanding capital stock of each Company Subsidiary. All outstanding shares of the capital stock of the Company and each Company Subsidiary are duly authorized, validly issued, fully paid and nonassessable and not subject to or issued in violation of any purchase option, call option, preemptive right, subscription right or any similar right under any provision of the applicable corporate laws of Israel, the Company Constituent Instruments or any Contract (as defined in Section 3.05) to which the Company is a party or otherwise boundCapital Stock. Except as set forth on Schedule 3.03 in the Company Disclosure Letter or as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, there There are no bonds, debentures, notes or other Indebtedness (as defined in Section 3.16 below) of the Company or any Company Subsidiary having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of Company Shares or the shares of any Company Subsidiary may vote (“Voting Company Debt”). Except as set forth above, as of the date of this Agreement, there are not any options, warrants, calls, rights, convertible puts or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contracts, arrangements or undertakings of any kind agreements to which the Company or any Company Subsidiary of its Subsidiaries is a party or by which any of them is bound (a) obligating the Company or any Company Subsidiary of its Subsidiaries to issue, deliver deliver, sell or sellredeem, or cause to be issued, delivered delivered, sold or soldredeemed, any additional shares of capital stock Company Capital Stock (or other voting securities or equity interests in, or any security convertible or exercisable for or exchangeable into any capital stock equivalents) of or other equity interest in, the Company or any Company Subsidiary of its Subsidiaries or any Voting Company Debt, (b) obligating the Company or any Company Subsidiary of its Subsidiaries to issue, grant, extend or enter into any such option, warrant, call, right, securityput or agreement. Except as set forth in Schedule 3.2(a), neither of the Company --------------- Shareholders or the Company are a party to, and do not otherwise have any knowledge of the current existence of, any shareholder agreement, voting trust agreement or any other similar contract, agreement, arrangement, commitment, Contractplan or understanding relating to the voting, arrangement dividend, ownership or undertaking or (c) that give transfer rights of any person the right to receive any economic benefit or right similar to or derived from the economic benefits Company Capital Stock. True and rights occurring to holders complete copies of the capital stock Company's Articles of Incorporation (the "Company Articles"), and Bylaws of the Company or of any ---------------- (the "Company SubsidiaryBylaws") have been delivered to Parent. The Company is not a party to any agreement granting any securityholder of the Company the right to cause the Company to register shares of the capital stock or other securities of the Company held by such securityholder. The stockholder list provided to the Parent is a current stockholder list, and such list accurately reflects all of the issued and outstanding shares of the Company Securities as at the date of this Agreement.--------------

Capital Structure. The capitalization of the Company is set forth on Schedule 3.03 in the Company Disclosure Letter. Except as set forth therein, no shares of capital stock or other voting securities of the Company are issued, issuable, reserved for issuance or outstanding. The Company is the sole record and beneficial owner of all of the issued and outstanding capital stock of each Company Subsidiary. All outstanding shares of the authorized capital stock of the Company consists of 100 shares of common stock, par value $0.01 per share, of which 10 shares, constituting the Shares, are issued and each Company Subsidiary outstanding. The Shares are duly authorized, validly issued, fully paid and paid, nonassessable and not subject to or issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the applicable corporate laws General Corporation Law of Israelthe State of Delaware, the Company Constituent Instruments Charter, the Company Bylaws or any Contract (as defined in Section 3.05) to which the Company is a party or otherwise bound. Except as set forth on Schedule 3.03 in the Company Disclosure Letter or as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, there There are no not any bonds, debentures, notes or other Indebtedness (as defined in Section 3.16 below) indebtedness of the Company or any Company Subsidiary having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of Company the Shares or the shares of any Company Subsidiary may vote (“Voting Company Debt”). Except as set forth above, as of the date of this Agreement, there There are not any options, warrants, rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contracts, arrangements or undertakings of any kind to which the Company or any the Company Subsidiary is a party or by which any of them is bound (ai) obligating the Company or any the Company Subsidiary to issue, deliver or sell, pledge, grant a security interest on or encumber, or cause to be issued, delivered or sold, pledged, a security interest granted on or encumbered, additional shares of capital stock or other equity interests in, or any security convertible or exercisable for or exchangeable into any capital stock of or other equity interest in, the Company or any the Company Subsidiary or any Voting Company Debt, Debt or (bii) obligating the Company or any the Company Subsidiary to issue, grant, extend or enter into any such option, warrant, call, right, security, commitment, Contract, arrangement or undertaking undertaking. There are no other agreements to which the Company or (c) that give any person the right to receive any economic benefit Company Subsidiary is a party, or right similar to or derived from among the economic benefits and rights occurring to holders of the Shares, with respect to the voting of the Shares. There are no outstanding contractual obligations of the Company or the Company Subsidiary to repurchase, redeem or otherwise acquire any shares of capital stock of the Company or of any the Company Subsidiary. The Company is not a party to any agreement granting any securityholder of the Company the right to cause the Company to register shares of the capital stock or other securities of the Company held by such securityholder. The stockholder list provided to the Parent is a current stockholder list, and such list accurately reflects all of the issued and outstanding shares of the Company Securities as at the date of this Agreement.

Capital Structure. The capitalization authorized capital stock of the Company is set forth consists of 60,000,000 shares of Company Common Stock, par value $1.00 per share. As of the close of business on Schedule 3.03 July 31, 2001, there were: (i) 28,552,465 shares of Company Common Stock issued and outstanding; (ii) 1,883,569 shares of Company Common Stock held in the treasury of the Company; (iii) 1,226,350 shares of Company Disclosure LetterCommon Stock Options available for grant pursuant to the Company Stock Plans and 1,226,350 shares of Company Common Stock reserved for issuance pursuant to the Company Stock Plans, and (iv) 3,048 shares of Company Common Stock reserved for issuance pursuant to the Company ESPP. Except as set forth thereinabove, as of the close of business on July 31, 2001, there were no shares of capital stock or other voting equity securities of the Company are issued, issuable, reserved for issuance or outstanding. The Company is the sole record and beneficial owner of all of the issued and outstanding capital stock of each Company Subsidiary. All outstanding shares of the capital stock of the Company are, and each all shares which may be issued pursuant to the Company Subsidiary are Stock Plans will be, when issued, duly authorized, validly issued, fully paid and nonassessable and not subject to or preemptive rights. All securities issued by the Company were issued in violation of any purchase option, call option, preemptive right, subscription right or any similar right under any provision of the compliance in all material respects with all applicable corporate federal and state securities laws of Israel, the Company Constituent Instruments or any Contract (as defined in Section 3.05) to which the Company is a party or otherwise boundand all applicable rules and regulations promulgated thereunder. Except as set forth on Schedule 3.03 in the Company Disclosure Letter or as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, there There are no outstanding bonds, debentures, notes or other Indebtedness (as defined in Section 3.16 below) indebtedness or debt securities of the Company or any Company Subsidiary having that have the right to vote (or that are convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders shareholders of the Company Shares or the shares of any Company Subsidiary may vote (“Voting Company Debt”collectively, "VOTING DEBT"). Except as set forth above, as of the date of this Agreement, there are not any no outstanding securities, options, warrants, calls, rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contractsagreements, arrangements or undertakings of any kind to which the Company or any Company Subsidiary of its subsidiaries is a party or by which any of them is bound (a) obligating the Company or any Company Subsidiary of its subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity interests in, or any security convertible or exercisable for or exchangeable into any capital stock voting securities of or other equity interest in, the Company or of any Company Subsidiary of its subsidiaries or any Voting Company Debt, (b) obligating the Company or any Company Subsidiary of its subsidiaries to issue, grant, extend extend, accelerate the vesting of or enter into any such security, option, warrant, call, right, security, commitment, Contractagreement, arrangement or undertaking undertaking. There are no outstanding contractual obligations, commitments, understandings or (c) that give any person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights occurring to holders arrangements of the Company or any of its subsidiaries to repurchase, redeem or otherwise acquire or make any payment in respect of any shares of capital stock of the Company or any of any Company Subsidiaryits subsidiaries. The Company is not a party To the knowledge of the Company, there are no irrevocable proxies with respect to any agreement granting any securityholder shares of capital stock of the Company or any subsidiary of the right to cause Company. Except as set forth in Section 3.01(c) of the Company Disclosure Schedule, there are no agreements or arrangements pursuant to which the Company is or could be required to register shares of the capital stock Company Common Stock or other agreements or arrangements with or, to the knowledge of the Company, among any securityholders of the Company with respect to securities of the Company. Since December 31, 2000, the Company held by such securityholder. The stockholder list provided has not (A) issued or permitted to be issued any shares of capital stock, or securities exercisable for or convertible into shares of capital stock, of the Company or any of its subsidiaries, other than pursuant to any employee stock options issued prior to the Parent is a current stockholder listdate hereof under the Company Stock Plans; (B) repurchased, and such list accurately reflects all redeemed or otherwise acquired, directly or indirectly through one or more subsidiaries, any shares of capital stock of the issued and Company or any of its subsidiaries or (C) declared, set aside, made or paid to the shareholders of the Company dividends or other distributions on the outstanding shares of capital stock of the Company Securities as at the date of this AgreementCompany.

Capital Structure. The capitalization (a) As of the Company date of the Charter Documents of Interxion that are currently in effect (being 20 January 2012), Interxion’s registered share capital amounted to EUR 20,000,000, divided into 200,000,000 ordinary shares with a par value of ten eurocents each. Interxion is set forth on Schedule 3.03 in therefore authorised to increase its share capital up to an amount of EUR 20,000,000. As of the Company Disclosure Letterdate hereof, Interxion’s total issued share capital amounts to EUR 6,937,465.32, divided into 69,374,653 ordinary shares with a par value of ten eurocents each and 1 fractional share with a par value of two eurocents. As of the date hereof, Interxion has a conditional share capital of EUR 13,062,536.68. All of the issued Interxion Shares have been duly authorised and are validly issued, fully paid and non-assessable. Other than Interxion Shares reserved for issuance out of Interxion’s conditional share capital for the purpose of satisfying entitlements under Interxion Share Plans, Interxion has no shares resolved or reserved for issuance out of its conditional share capital or authorised share capital. Except as set forth thereinabove, there are no pre-emptive or other outstanding rights, options, warrants, conversion rights, restricted stock units, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements, calls, commitments or rights of any kind that obligate Interxion or any of its subsidiaries to issue or sell any shares of capital stock or other voting securities of the Company Interxion 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 Interxion or any of its subsidiaries, and no securities or obligations evidencing such rights are issuedauthorised, issuable, reserved for issuance issued or outstanding. The Company is Upon any issuance of any Interxion Shares in accordance with the sole record and beneficial owner terms of all of the issued and outstanding capital stock of each Company Subsidiary. All outstanding shares of the capital stock of the Company and each Company Subsidiary are an Interxion Share Plan, such Interxion Shares will be duly authorizedauthorised, validly issued, fully paid and nonassessable non-assessable and not subject to or issued in violation free and clear of any purchase optionlien, call optioncharge, preemptive rightpledge, subscription right security interest, claim or other encumbrance. Interxion does not have outstanding any similar right under any provision of the applicable corporate laws of Israel, the Company Constituent Instruments or any Contract (as defined in Section 3.05) to which the Company is a party or otherwise bound. Except as set forth on Schedule 3.03 in the Company Disclosure Letter or as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, there are no bonds, debentures, notes or other Indebtedness (as defined in Section 3.16 below) obligations the holders of the Company or any Company Subsidiary having which have the right to vote (or convertible into, into or exchangeable for, exercisable for securities having the right to vote) with Interxion Shareholders on any matters on which holders of Company Shares or the shares of any Company Subsidiary may vote (“Voting Company Debt”). Except as set forth above, as of the date of this Agreement, there are not any options, warrants, rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contracts, arrangements or undertakings of any kind to which the Company or any Company Subsidiary is a party or by which any of them is bound (a) obligating the Company or any Company Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity interests in, or any security convertible or exercisable for or exchangeable into any capital stock of or other equity interest in, the Company or any Company Subsidiary or any Voting Company Debt, (b) obligating the Company or any Company Subsidiary to issue, grant, extend or enter into any such option, warrant, call, right, security, commitment, Contract, arrangement or undertaking or (c) that give any person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights occurring to holders of the capital stock of the Company or of any Company Subsidiary. The Company is not a party to any agreement granting any securityholder of the Company the right to cause the Company to register shares of the capital stock or other securities of the Company held by such securityholder. The stockholder list provided to the Parent is a current stockholder list, and such list accurately reflects all of the issued and outstanding shares of the Company Securities as at the date of this Agreementmatter.

Capital Structure. The capitalization authorized share capital of the Company is set forth on Schedule 3.03 in the Company Disclosure Letter. Except as set forth thereinconsists of Five Hundred Fifty Million (550,000,000) shares of stock consisting of (i) Five Hundred Million (500,000,000) shares of common stock, par value $0.0001 per share, of which Nineteen Million Six Hundred Two Thousand (19,602,000) shares are issued and outstanding; and (ii) Fifty Million (50,000,000) shares of preferred stock, par value $0.0001 per share, of which no shares of capital stock are issued and outstanding. No shares or other voting securities of the Company are issued, issuable, reserved for issuance or outstanding. The Company is the sole record and beneficial owner of all of the issued and outstanding capital stock of each Company Subsidiary. All outstanding shares of the capital stock of the Company and each Company Subsidiary are duly authorized, validly issued, fully paid and nonassessable non-assessable and not subject to or issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the applicable corporate laws of Israelits state of incorporation, the Company Constituent Instruments Charter Documents or any Contract (as defined in Section 3.053.04) to which the Company is a party or otherwise bound. Except as set forth on Schedule 3.03 in the Company Disclosure Letter or as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, there There are no bonds, debentures, notes or other Indebtedness (as defined in Section 3.16 below) indebtedness of the Company or any Company Subsidiary having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of Company Shares or the shares of any Company Subsidiary may vote (“Voting Company Debt”). Except as set forth aboveherein, as of the date of this Agreement, there are not any no options, warrants, rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contracts, arrangements or undertakings of any kind to which the Company or any Company Subsidiary is a party or by which any of them the Company is bound (ai) obligating the Company or any Company Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity interests in, or any security convertible or exercisable for or exchangeable into any shares or capital stock of or other equity interest in, the Company or any Company Subsidiary or any Voting Company Debt, (bii) obligating the Company or any Company Subsidiary to issue, grant, extend or enter into any such option, warrant, call, right, security, commitment, Contract, arrangement or undertaking or (ciii) that give any person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights occurring to holders of the shares or capital stock of the Company or of any Company Subsidiary. The Company is not a party to any agreement granting any securityholder of the Company the right to cause the Company to register shares of the capital stock or other securities of the Company held by such securityholder. The stockholder list provided to the Parent is a current stockholder list, and such list accurately reflects all of the issued and outstanding shares of the Company Securities as at the date of this AgreementCompany.

Capital Structure. The capitalization of the Company is set forth on Schedule 3.03 in the Company Disclosure Letter. Except as set forth therein, no shares of capital stock or other voting securities of the Company are issued, issuable, reserved for issuance or outstanding. The Company is the sole record and beneficial owner of all of the issued and outstanding capital stock of each Company Subsidiary. All outstanding shares of the authorized capital stock of the Company consists of as of the date hereof, and each will consist of as of the Effective Time, 75,000,000 shares of Company Subsidiary Common Stock and 25,000,000 shares of preferred stock, $.001 par value per share (the "Company Preferred Stock"). The rights, privileges and preferences of the Company Common Stock and Company Preferred Stock are as stated in the Company's Amended and Restated Articles of Incorporation. As of the close of business on March 10, 1999, (i) 22,789,908 shares of the Company Common Stock and no shares of the Company Preferred Stock were issued and outstanding, (ii) no shares of Company Common Stock were held by the Company in its treasury, and (iii) 894,378 shares of Company Common Stock were reserved for issuance upon exercise of the Stock Options (as hereinafter defined). All issued and outstanding shares of Company Common Stock are, and all shares which may be issued upon the exercise of Stock Options will be, duly authorized, validly issued, fully paid and nonassessable nonassessable, and are not subject to or and were not issued in violation of any purchase option, call option, preemptive right, subscription right or any similar right under any provision of rights. To the applicable corporate laws of Israel, the Company Constituent Instruments or any Contract Knowledge (as defined in Section 3.058.3) to which of the Company is a party or otherwise bound. Except as set forth on Schedule 3.03 in the Company Disclosure Letter or as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generallyCompany, there are no voting trusts, voting agreements, irrevocable proxies or other agreements with respect to any voting shares of capital stock of the Company. There are no bonds, debentures, notes or other Indebtedness (as defined in Section 3.16 below) indebtedness of the Company or any Company Subsidiary of its subsidiaries having the right to vote (or convertible into, into or exchangeable for, for other securities having the right to vote) on any matters on which holders the stockholders of the Company Shares or the shares of any Company Subsidiary may vote (“Voting Company Debt”)vote. Except as set forth aboveabove and except as set forth in Section 3.1(c) of the Company Disclosure Schedule, as of the date of this Agreement, there are not any no outstanding securities, options, warrants, calls, rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contractsagreements, arrangements or undertakings of any kind to which the Company or any Company Subsidiary of its subsidiaries is a party or by which any of them is bound (a) obligating the Company or any Company Subsidiary of its subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity interests in, or any security convertible or exercisable for or exchangeable into any capital stock voting securities of or other equity interest in, the Company or of any Company Subsidiary of its subsidiaries or any Voting Company Debt, (b) obligating the Company or any Company Subsidiary of its subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, security, commitment, Contractagreement, arrangement or undertaking or (c) that give any person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights occurring to holders of the capital stock undertaking. There are no outstanding contractual obligations of the Company or any of its subsidiaries to repurchase, redeem or otherwise acquire any Company Subsidiary. The Company is not a party shares of capital stock (or options to acquire any agreement granting any securityholder such shares) of the Company or any of its subsidiaries. There are no agreements, arrangements or commitments of any character (contingent or otherwise) pursuant to which any person is or may be entitled to receive any payment based on the right revenues, earnings or financial performance of the Company or any of its subsidiaries or assets or calculated in accordance therewith (other than ordinary course payments or commissions to sales representatives of the Company based upon revenues generated by them without augmentation as a result of the transactions contemplated hereby) or to cause the Company or any of its subsidiaries to register shares file a registration statement under the Securities Act of 1933, as amended (the capital stock "Securities Act"), or other which otherwise relate to the registration of any securities of the Company held by such securityholder. The stockholder list provided to the Parent is a current stockholder list, and such list accurately reflects all of the issued and outstanding shares of the Company Securities as at the date of this AgreementCompany.

Capital Structure. The capitalization (a) Section 4.03(a) of the Company is set Disclosure Schedule sets forth on Schedule 3.03 (i) all of the authorized capital stock or other equity interests of the Company and each of its Subsidiaries and (ii) the number of shares of each class or series of capital stock or other equity interests in the Company Disclosure Letterand each of its Subsidiaries that are issued and outstanding, together with the record or beneficial owners thereof. The capital stock or other equity interests of the Company and each of its Subsidiaries have been duly authorized, are validly issued and are fully paid and non-assessable. Except for this Agreement or as set forth thereinin Section 4.03(a) of the Company Disclosure Schedule, there are no preemptive or other outstanding rights, options, warrants, subscriptions, puts, calls, conversion rights or agreements or commitments of any character (including any stockholder rights plan or similar plan commonly referred to as a “poison pill”) relating to the authorized and issued, unissued or treasury shares of capital stock, or other equity or voting interests, of the Company and any of its Subsidiaries, and neither the Company nor any of its Subsidiaries is committed to issue any of the foregoing. The capital stock or other equity interests of the Company and its Subsidiaries have not been issued in violation of any applicable Laws or the organizational documents of the Company or any of its Subsidiaries, as applicable. Neither the Company nor any of its Subsidiaries has any debt securities outstanding that have voting rights or are exercisable or convertible into, or exchangeable or redeemable for, or that give any Person a right to subscribe for or acquire, capital stock or other equity interests of the Company or any of its Subsidiaries. There are no obligations, contingent or otherwise, to repurchase, redeem (or establish a sinking fund with respect to redemption) or otherwise acquire any capital stock or other equity interests of the Company or any of its Subsidiaries. There are no shares of capital stock or other equity or voting securities of the Company are issued, issuable, reserved for issuance or outstanding. The Company is the sole record and beneficial owner of all of the issued and outstanding capital stock of each Company Subsidiary. All outstanding shares of the capital stock of the Company and each Company Subsidiary are duly authorized, validly issued, fully paid and nonassessable and not subject to or issued in violation of any purchase option, call option, preemptive right, subscription right or any similar right under any provision of the applicable corporate laws of Israel, the Company Constituent Instruments or any Contract (as defined in Section 3.05) to which the Company is a party or otherwise bound. Except as set forth on Schedule 3.03 in the Company Disclosure Letter or as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, there are no bonds, debentures, notes or other Indebtedness (as defined in Section 3.16 below) interests of the Company or any Company Subsidiary having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of Company Shares or the shares of any Company Subsidiary may vote (“Voting Company Debt”)its Subsidiaries reserved for issuance. Except for this Agreement or as set forth above, as in Section 4.03(a) of the date of this AgreementCompany Disclosure Schedule, there are not any optionsno voting trusts, warrantsshareholder agreements, rights, convertible proxies or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contracts, arrangements other agreements or undertakings understandings in effect with respect to the voting or transfer of any kind to which of the equity interests of the Company or any Company Subsidiary is a party of its Subsidiaries. There are no outstanding or by which any of them is bound (a) obligating authorized stock appreciation, phantom stock, profit participation or similar rights with respect to the Company or any Company Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock of, or other equity or voting interests in, or any security convertible or exercisable for or exchangeable into any capital stock of or other equity interest in, the Company or any Company Subsidiary or any Voting Company Debt, (b) obligating the Company or any Company Subsidiary to issue, grant, extend or enter into any such option, warrant, call, right, security, commitment, Contract, arrangement or undertaking or (c) that give any person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights occurring to holders of the capital stock of the Company or of any Company Subsidiary. The Company is not a party to any agreement granting any securityholder of the Company the right to cause the Company to register shares of the capital stock or other securities of the Company held by such securityholder. The stockholder list provided to the Parent is a current stockholder list, and such list accurately reflects all of the issued and outstanding shares of the Company Securities as at the date of this Agreementits Subsidiaries.

Capital Structure. The capitalization Company Shares and the Convertible Promissory Notes are the only outstanding securities of the Company is set forth on Schedule 3.03 in the Company Disclosure Letter. Except as set forth therein, and no shares of capital stock or other voting securities of the Company are issued, issuable, reserved for issuance or outstanding. The Section 2.03 of the Company is the sole record Disclosure Letter sets forth a complete and beneficial owner accurate list of all stockholders of the issued Company and outstanding capital stock Advanced Microsensors Corporation indicating the number of Company Shares and shares of Advanced Microsensors Corporation, as applicable, held by each Company Subsidiarystockholder. All outstanding shares of the capital stock of the Company and each Company Subsidiary are duly authorized, validly issued, fully paid and nonassessable and not subject to or issued in violation of any purchase option, call option, preemptive right, subscription right or any similar right under any provision of the applicable corporate laws of Israellaw, the Company Constituent Instruments or any Contract (as defined in Section 3.052.05) to which the Company is a party or otherwise bound. Except as set forth on Schedule 3.03 in for the Company Disclosure Letter or as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generallyConvertible Promissory Notes, there are no not any bonds, debenturespromissory notes, notes or other Indebtedness (as defined in Section 3.16 below2.21) of the Company or any Company Subsidiary having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of Company Shares or the shares of any Company Subsidiary may vote (“Voting Company Debt”). Except as set forth above, as of or in the date of this AgreementCompany Disclosure Letter, there are not any options, warrants, rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contracts, arrangements or undertakings of any kind to which the Company or any Company Subsidiary is a party or by which any of them it is bound (a) obligating the Company or any Company Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity interests in, or any security convertible or exercisable for or exchangeable into any capital stock of or other equity interest in, the Company or any Company Subsidiary or any Voting Company DebtDebt (other than the Advanced Microsensors Corporation employee stock option plan, a copy of which is annexed to the Company Disclosure Letter), (b) obligating the Company or any Company Subsidiary to issue, grant, extend or enter into any such option, warrant, call, right, security, commitment, Contract, arrangement or undertaking or (c) that give any person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights occurring to holders of the capital stock of the Company. There are no agreements to which the Company is a party or by which it is bound with respect to the voting (including without limitation voting trusts or proxies), registration under the Securities Act, or sale or transfer (including without limitation agreements relating to preemptive rights, rights of first refusal, co-sale rights or “drag along” rights) of any Company Subsidiary. The Company is not a party to any agreement granting any securityholder of the Company the right to cause the Company to register shares of the capital stock or other securities of the Company held by such securityholderother than as set forth in the Investors’ Rights Agreement (defined in Section 4.01(b)). The stockholder list provided to the Parent is a current stockholder list, and such list accurately reflects all All of the issued and outstanding shares of the Company Securities as at the date of this AgreementShares were issued in compliance with applicable federal and state securities laws.

Capital Structure. The capitalization authorized share capital of the Company is set forth on Schedule 3.03 in consists of 50,000 ordinary shares, of which 10,000 ordinary shares are issued and outstanding, all of which are held legally and beneficially by the Company Disclosure LetterStockholder. Except as set forth thereinabove, no shares of capital stock or other voting securities of the Company are issued, issuable, reserved for issuance or outstanding. The Except as specified in the Company Disclosure Letter, the Company is the sole record legal and beneficial owner of all of the issued and outstanding capital stock shares of each Company Subsidiary, either directly or indirectly. All outstanding shares of the capital stock of the Company and each Company Subsidiary are duly authorized, validly issued, fully paid and nonassessable and not subject to or issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the applicable corporate laws of Israelthe British Virgin Islands, the Company Constituent Instruments or any Contract (as defined in Section 3.05) to which the Company is a party or otherwise bound. Except as set forth on Schedule in this section 3.03 and in the Company Disclosure Letter or as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generallyLetter, there are no not any bonds, debentures, notes or other Indebtedness (as defined in Section 3.16 below) indebtedness of the Company or any Company Subsidiary having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of Company Shares Stock or the shares common stock of any Company Subsidiary may vote (“Voting Company Debt”). Except as set forth above, as of the date of this Agreement, there are not any options, warrants, rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contracts, arrangements or undertakings of any kind to which the Company or any Company Subsidiary is a party or by which any of them is bound (ai) obligating the Company or any Company Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity interests in, or any security convertible or exercisable for or exchangeable into any capital stock of or other equity interest in, the Company or any Company Subsidiary or any Voting Company Debt, (bii) obligating the Company or any Company Subsidiary to issue, grant, extend or enter into any such option, warrant, call, right, security, commitment, Contract, arrangement or undertaking or (ciii) that give any person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights occurring to holders of the capital stock shares of the Company or of any Company Subsidiary. The Company is not a party to any agreement granting any securityholder of Except as set forth in the Company the right to cause the Company to register shares Disclosure Letter, as of the capital stock or other securities of the Company held by such securityholder. The stockholder list provided to the Parent is a current stockholder list, and such list accurately reflects all of the issued and outstanding shares of the Company Securities as at the date of this Agreement, there are not any outstanding contractual obligations of the Company to repurchase, redeem or otherwise acquire any shares of capital stock of Parent.

Capital Structure. The capitalization authorized capital stock of the Company is set forth on Schedule 3.03 in consists of (i) 100,000 shares of Common Stock and (ii) 6,000 shares of preferred stock. 16,021 shares of Common Stock (the Company Disclosure Letter"Shares") are issued and outstanding. Except as set forth thereinabove, no shares of capital stock or other voting equity securities of the Company are issued, issuable, reserved for issuance or outstanding. The Company is the sole record and beneficial owner of all of the issued and outstanding capital stock of each Company Subsidiary. All outstanding shares of the capital stock of the Company and each Company Subsidiary Shares are duly authorized, validly issued, fully paid and nonassessable and not subject to or issued in violation of preemptive rights. There are not any purchase option, call option, preemptive right, subscription right or any similar right under any provision of the applicable corporate laws of Israel, the Company Constituent Instruments or any Contract (as defined in Section 3.05) to which the Company is a party or otherwise bound. Except as set forth on Schedule 3.03 in the Company Disclosure Letter or as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, there are no bonds, debentures, notes or other Indebtedness (as defined in Section 3.16 below) indebtedness of the Company or any Company Subsidiary having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of Company the Shares or the shares of any Company Subsidiary may vote (“"Voting Company Debt”"). Except as set forth above, as disclosed in Section 3.1(c) of the date of this AgreementDisclosure Schedule, there are not any options, warrants, rights, convertible or exchangeable securities, “phantom” phantom stock rights, stock appreciation rightsunits, stock-based performance units, commitments, Contractscontracts, arrangements or undertakings of any kind to which the Company or any Company Subsidiary is a party or by which any of them is bound (ai) obligating the Company or any Company Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity interests in, or any security convertible or exercisable for or exchangeable into any capital stock of or other equity interest in, the Company or of any Company Subsidiary or any Voting Company Debt, (bii) obligating the Company or any Company Subsidiary to issue, grant, extend or enter into any such option, warrant, call, right, security, commitment, Contractcontract, arrangement or undertaking or (ciii) that give any person the right to receive any economic benefit or right similar to or derived from which provides the economic benefits and rights occurring to holders equivalent of the capital stock of an equity ownership interest in the Company or the applicable Subsidiary of the Company. CGUIHL is the record and beneficial owner of the CGUIHL Shares, and CGULLC is the record and beneficial owner of the CGULLC Shares, in each case, free and clear of all pledges, claims, liens, charges, encumbrances and security interests of any Company Subsidiarykind (collectively, "Liens"). The There are no restrictions upon the voting, dividend rights or transfer of any shares of Common Stock pursuant to the Company's Certificate of Incorporation or By-laws or any agreement to which CGNU, either Seller or the Company is not a party party. Assuming Newco has the requisite power and authority to any agreement granting any securityholder be the lawful owner of the Company Shares, upon delivery of and payment for the right Shares at the Closing as herein provided, good and valid title to cause the Company Shares will pass to register shares Newco, free and clear of all Liens, other than any Liens arising from acts of Newco. As of the capital stock or other securities date hereof, the sum of the Company held by such securityholder. The stockholder list provided to the Parent is a current stockholder list, and such list accurately reflects all outstanding aggregate principal amount of the issued Term Note and outstanding shares accrued and unpaid interest thereon is $1,134,756,945. Sellers have delivered to Buyer a true and complete copy of the Company Securities as at the date of this AgreementTerm Note.

Capital Structure. (a) The capitalization authorized capital stock of Company consists of 50,000,000 shares of Common Stock and 5,000,000 shares of preferred stock, no par value (the "Preferred Stock"). As of the date of this Agreement, (i)(A) authorized, validly issued, fully paid and nonassessable and free of preemptive (or similar) rights and (B) no shares of Preferred Stock were issued or outstanding; (ii) 210,000 shares of Common Stock are issuable upon the exercise of the Company is set forth on Schedule 3.03 in the Company Disclosure LetterStock Options (with an average exercise price of $0.5167 per share). Except as set forth thereinabove and except for the up to 50,000 shares of Common Stock to be issued by Company pursuant to the Settlement Agreement, as of the date of this Agreement, no shares of capital stock or other voting securities of the Company are issued, issuable, reserved for issuance or outstanding. The Company is the sole record and beneficial owner of all As of the issued and outstanding capital stock date of each Company Subsidiary. All outstanding shares of the capital stock of the Company and each Company Subsidiary are duly authorized, validly issued, fully paid and nonassessable and not subject to or issued in violation of any purchase option, call option, preemptive right, subscription right or any similar right under any provision of the applicable corporate laws of Israel, the Company Constituent Instruments or any Contract (as defined in Section 3.05) to which the Company is a party or otherwise bound. Except as set forth on Schedule 3.03 in the Company Disclosure Letter or as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generallythis Agreement, there are no outstanding bonds, debentures, notes or other Indebtedness (as defined in Section 3.16 below) indebtedness or securities of the Company or any Company Subsidiary having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders shareholders of Company Shares or the shares of any Company Subsidiary may vote (“Voting Company Debt”)vote. Except as set forth above, as in this Section 3.3 or in Section 3.3 of the date of this AgreementCompany Disclosure Letter, there are not and at the Effective Time there will not be, any securities, options, warrants, calls, rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contractsagreements, arrangements or undertakings of any kind to which the Company or any Company the Subsidiary is a party or by which any either of them is bound (a) obligating relating to the issued or unissued capital stock of Company or any the Subsidiary, or obligating Company or the Subsidiary to issue, deliver deliver, transfer, grant or sellsell any shares of capital stock of, or cause to be issuedother equity or voting interests in, delivered or sold, additional shares of securities convertible into or exchangeable or exercisable for any capital stock or other equity or voting interests in, or any security convertible or exercisable for or exchangeable into any capital stock of or other equity interest in, the Company or any Company the Subsidiary or any Voting Company Debt, (b) obligating the Company or any Company the Subsidiary to issue, grant, extend or enter into any such option, warrant, call, right, security, commitment, Contractagreement, arrangement or undertaking undertaking. All shares of Common Stock subject to issuance upon exercise of Company Stock Options as aforesaid, upon issuance on the terms and conditions specified in the instruments pursuant to which they are issuable, will be duly authorized, validly issued, fully paid and nonassessable and free of preemptive (or (csimilar) 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 rights. Except as set forth in Section 3.3 of the Company Disclosure Letter, there are not any outstanding obligations of Company or the Subsidiary to repurchase, redeem or otherwise acquire, or make any payment in respect of, any shares of capital stock of the Company or the Subsidiary, or to provide funds to or make any investment (in the form of a loan, capital contribution or otherwise) in, any Company Subsidiary. The Company is not a party to any agreement granting any securityholder of the Company the right to cause the Company to register shares of the capital stock or other securities of the Company held by such securityholder. The stockholder list provided to the Parent is a current stockholder list, and such list accurately reflects all of the issued and outstanding shares of the Company Securities as at the date of this Agreementperson.

Capital Structure. The capitalization authorized capital stock of the Company is set forth on Schedule 3.03 in consists of 75,000,000 shares of Common Stock and 5,000,000 shares of preferred stock, par value $.01 per share (the "Preferred Stock"). At the time of execution of this Agreement, (i) 37,711,424 shares of Common Stock were issued and outstanding, including associated Preferred Share Purchase Rights (the "Rights") issued pursuant to the Rights Agreement, dated as of April 15, 1996 (the "Rights Agreement"), between the Company Disclosure Letterand Continental Stock Transfer and Trust Company, as Rights Agent (the "Rights Agent"), (ii) no shares of Preferred Stock were issued and outstanding, (iii) 2,343,900 shares of Common Stock were held by the Company in its treasury or by any of the Company's subsidiaries, and (iv) 5,003,136 shares of Common Stock were reserved for issuance pursuant to outstanding Company Options. Except as set forth thereinabove, at the time of execution of this Agreement, no shares of capital stock or other voting securities of the Company are issued, issuable, reserved for issuance or outstanding. The Company is the sole record and beneficial owner of all of the issued and outstanding capital stock of each Company Subsidiary. All outstanding shares of the capital stock of the Company are, and each Company Subsidiary are all shares which may be issued pursuant to the Stock Plans will be, when issued, duly authorized, validly issued, fully paid and nonassessable and not subject to or issued in violation of any purchase option, call option, preemptive right, subscription right or any similar right under any provision of rights. Other than the applicable corporate laws of Israel, the Company Constituent Instruments or any Contract (as defined in Section 3.05) to which the Company is a party or otherwise bound. Except as set forth on Schedule 3.03 in the Company Disclosure Letter or as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generallyShares, there are no not any bonds, debentures, notes or other Indebtedness (as defined in Section 3.16 below) indebtedness or securities of the Company or any Company Subsidiary having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders shareholders of the Company Shares or the shares of any Company Subsidiary may vote (“Voting Company Debt”)vote. Except as set forth above, as above and in Section 4.1(c) of the date of this AgreementDisclosure Schedule, there are not any securities, options, warrants, calls, rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contractsagreements, arrangements or undertakings of any kind to which the Company or any Company Subsidiary of its subsidiaries is a party or by which any of them is bound (a) obligating the Company or any Company Subsidiary of its subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity interests in, or any security convertible or exercisable for or exchangeable into any capital stock voting securities of or other equity interest in, the Company or of any Company Subsidiary of its subsidiaries or any Voting Company Debt, (b) obligating the Company or any Company Subsidiary of its subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, security, commitment, Contractagreement, arrangement or undertaking undertaking. There are no outstanding rights, commitments, agreements, arrangements or (c) that give undertakings of any person kind obligating the right Company or any of its subsidiaries to receive repurchase, redeem or otherwise acquire any economic benefit or right similar to or derived from the economic benefits and rights occurring to holders shares of the capital stock or other voting securities of the Company or any of its subsidiaries or any securities of the type described in the two immediately preceding sentences (other than in connection with the exercise of outstanding Company SubsidiaryOptions). The Company is not a party has delivered to any agreement granting any securityholder Parent complete and correct copies of the Stock Plans and all forms of Company the right to cause the Company to register shares Options. Section 4.1(c) of the capital stock or other securities Disclosure Schedule sets forth a complete and accurate list of the all Company held by such securityholder. The stockholder list provided to the Parent is a current stockholder list, and such list accurately reflects all Options outstanding as of the issued and outstanding shares of the Company Securities as at the date of this AgreementAgreement and the exercise price of each outstanding Company Option.

Capital Structure. The capitalization authorized capital stock of LGYV consists of 100,000,000 shares of common stock and 10,000,000 shares of preferred stock. As of the Company is set forth on Schedule 3.03 in the Company Disclosure Letterdate hereof, 315,064 shares of common stock are issued and outstanding, and no shares of preferred stock are outstanding. Except as set forth therein, no No shares of capital stock or other voting securities of the Company LGYV are issued, issuable, reserved for issuance or outstanding, other than up to 5 million shares reserved for issuance pursuant to the proposed stock incentive plan. The Company is the sole record and beneficial owner of all of the issued and outstanding capital stock of each Company Subsidiary. All outstanding shares of the capital stock of the Company and each Company Subsidiary There are duly authorized, validly issued, fully paid and nonassessable and not subject to or issued in violation of any purchase option, call option, preemptive right, subscription right or any similar right under any provision of the applicable corporate laws of Israel, the Company Constituent Instruments or any Contract (as defined in Section 3.05) to which the Company is a party or otherwise bound. Except as set forth on Schedule 3.03 in the Company Disclosure Letter or as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, there are no bonds, debentures, notes or other Indebtedness (as defined in Section 3.16 below) indebtedness of the Company NEXALIN or any Company Subsidiary of its subsidiaries having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of Company Shares LGYV’s capital stock or the shares capital stock of any Company Subsidiary of its subsidiaries may vote (“Voting Company LGYV Debt”). Except as set forth above, as As of the date of this Agreement, there are not any options, warrants, rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contracts, arrangements or undertakings of any kind to which the Company LGYV or any Company Subsidiary of its subsidiaries is a party or by which any of them is bound (a) obligating the Company LGYV or any Company Subsidiary of its subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity interests in, or any security convertible or exercisable for or exchangeable into any capital stock of or other equity interest in, the Company LGYV or any Company Subsidiary of its subsidiaries or any Voting Company LGYV Debt, (b) obligating the Company LGYV or any Company Subsidiary of its subsidiaries to issue, grant, extend or enter into any such option, warrant, call, right, security, commitment, Contract, arrangement or undertaking or (c) that give any person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights occurring to holders of the capital stock of the Company LGYV or of any Company Subsidiary. The Company is not a party to any agreement granting any securityholder of its subsidiaries, other than three outstanding convertible notes in the aggregate principal amount of $520,000, which are convertible, in the aggregate, into 25% of the Company the right to cause the Company to register shares of the capital stock or other securities of the Company held by such securityholder. The stockholder list provided to the Parent is a current stockholder list, and such list accurately reflects all of the issued and outstanding shares of the Company Securities as at common stock of LGYV immediately following such conversion. As of the date of this Agreement, there are not any outstanding contractual obligations of LGYV to repurchase, redeem or otherwise acquire any shares of capital stock of LGYV.

Capital Structure. The capitalization As of the date of this Agreement and the First Tranche Closing, the authorized share capital of the Company is set forth on Schedule 3.03 in consists and will consist of one million shares of common stock, $.01 par value per share, of which only the Company Disclosure LetterShares are issued and outstanding. Except as set forth thereinNo preferred shares are authorized under the Company Charter Documents. There are no shares of common stock of the Company reserved for issuance upon exercise of any warrants; or shares of common stock of the Company reserved for issuance upon conversion of outstanding convertible promissory notes, and other than the Company Shares, no shares of capital stock or other voting securities of the Company are issued, issuable, reserved for issuance or outstanding. The All of the outstanding Company is the sole record Shares are and beneficial owner of all of the Company Shares that will be issued and outstanding capital stock of each Company Subsidiary. All outstanding shares of to the capital stock of Parent at the Company and each Company Subsidiary are First Tranche Closing will be when issued duly authorized, validly issued, fully paid and nonassessable non-assessable and not subject to or issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the applicable corporate laws of Israelthe State of Texas, the Company Constituent Instruments Charter Documents or any Contract (as defined in Section 3.05hereinafter defined) to which the Company is a party or otherwise bound. Except as set forth on Schedule 3.03 in the Company Disclosure Letter or as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, there There are no bonds, debentures, notes or other Indebtedness (as defined in Section 3.16 below) indebtedness of the Company or any Company Subsidiary having the right to vote (or that are convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of Company Shares or the shares of any Company Subsidiary may vote (“Voting Company Debt”). Except as set forth abovein the Company Disclosure Schedule, as of the date of this Agreement, there are not any no options, warrants, rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contracts, arrangements or undertakings of any kind to which the Company or any Company Subsidiary is a party or by which any of them the Company is bound (ai) obligating the Company or any Company Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity interests in, or any security convertible or exercisable for or exchangeable into any shares or capital stock of or other equity interest in, the Company or any Company Subsidiary or any Voting Company Debt, (bii) obligating the Company or any Company Subsidiary to issue, grant, extend or enter into any such option, warrant, call, right, security, commitment, Contractcontract, arrangement or undertaking or (ciii) that give any person individual, entity, firm, organization, trust or Governmental Entity (collectively, “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 shares of capital stock of the Company or of any Company Subsidiary. The Company is not a party to any agreement granting any securityholder of the Company the right to cause the Company to register shares of the capital stock or other securities of the Company held by such securityholder. The stockholder list provided to the Parent is a current stockholder list, and such list accurately reflects all of the issued and outstanding shares of the Company Securities as at the date of this AgreementCompany.

Capital Structure. The capitalization authorized shares of Risetime are 50,000 ordinary shares of a single class with a par value of US$1.00 each. As of the Company date of this Agreement, one ordinary share is set forth on Schedule 3.03 in the Company Disclosure Letterissued and outstanding. Except as set forth thereinabove, no shares of capital stock or other voting securities of the Company Risetime are issued, issuable, reserved for issuance or outstanding. The Company Except as specified in Risetime Disclosure Letter, Risetime is the sole record and beneficial owner of all of the issued and outstanding capital stock of each Company Risetime Subsidiary. All outstanding shares of the capital stock of the Company Risetime and each Company Risetime Subsidiary are duly authorized, validly issued, fully paid and nonassessable and not subject to or issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the applicable corporate laws of Israelthe British Virgin Islands, the Company Risetime Constituent Instruments or any Contract (as defined in Section 3.05) to which the Company Risetime is a party or otherwise bound. Except as set forth on Schedule 3.03 in the Company Disclosure Letter or as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, there There are no not any bonds, debentures, notes or other Indebtedness (as defined in Section 3.16 below) indebtedness of the Company Risetime or any Company Risetime Subsidiary having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of Company Shares Risetime Stock or the shares common stock of any Company Risetime Subsidiary may vote (“Voting Company Debt”"VOTING DEBT"). Except as set forth above, as of the date of this Agreement, there are not any options, warrants, rights, convertible or exchangeable securities, “"phantom” " stock rights, stock appreciation rights, stock-based performance units, commitments, Contracts, arrangements or undertakings of any kind to which the Company Risetime or any Company Risetime Subsidiary is a party or by which any of them is bound (ai) obligating the Company Risetime or any Company Risetime Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity interests in, or any security convertible or exercisable for or exchangeable into any capital stock of or other equity interest in, the Company Risetime or any Company Risetime Subsidiary or any Voting Company Debt, (bii) obligating the Company Risetime or any Company Risetime Subsidiary to issue, grant, extend or enter into any such option, warrant, call, right, security, commitment, Contract, arrangement or undertaking or (ciii) that give any person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights occurring to holders of the capital stock of the Company Risetime or of any Company Risetime Subsidiary. The Company is not a party to any agreement granting any securityholder Except as set forth in Risetime Disclosure Letter, as of the Company the right to cause the Company to register shares of the capital stock or other securities of the Company held by such securityholder. The stockholder list provided to the Parent is a current stockholder list, and such list accurately reflects all of the issued and outstanding shares of the Company Securities as at the date of this Agreement, there are not any outstanding contractual obligations of Risetime to repurchase, redeem or otherwise acquire any shares of capital stock of Pubco.

Capital Structure. The capitalization As of the Company is set forth on Schedule 3.03 in date of this Agreement, the Company Disclosure Letterauthorized capital stock of the Parent consists of 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 approximately 10,862,067 shares of Parent Common Stock will be issued and outstanding as of the date 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 set forth thereinabove, no shares of capital stock or other voting equity securities of the Company Parent are issued, issuable, reserved for issuance or outstanding. The Company is the sole record and beneficial owner of all of the issued and outstanding capital stock of each Company Subsidiary. All outstanding shares of the capital stock of the Company Parent are, and each Company Subsidiary are all shares which may be issued pursuant to this Agreement will be, when issued, duly authorized, validly issued, fully paid and nonassessable and nonassessable, not subject to or preemptive rights, and issued in violation compliance with all applicable state and federal laws concerning the issuance of any purchase option, call option, preemptive right, subscription right or any similar right under any provision of the applicable corporate laws of Israel, the Company Constituent Instruments or any Contract (as defined in Section 3.05) to which the Company is a party or otherwise boundsecurities. Except as set forth on Schedule 3.03 in the Company Disclosure Letter or as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, there There are no outstanding bonds, debentures, notes or other Indebtedness (as defined in Section 3.16 below) indebtedness or other securities of the Company or any Company Subsidiary Parent having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders shareholders of Company Shares or the shares of any Company Subsidiary Parent may vote (“Voting Company Debt”)vote. Except as set forth above, as of the date of this Agreement, there are not any no outstanding securities, options, warrants, calls, rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contractsagreements, arrangements or undertakings of any kind to which the Company Parent or any Company Subsidiary of its subsidiaries is a party or by which any of them is bound (a) obligating the Company Parent or any Company Subsidiary its subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity interests insecurities of the Parent or any of its subsidiaries or obligating the Parent or any of its subsidiaries to issue, deliver or sell, or any security convertible cause to be issued, delivered or exercisable for or exchangeable into any sold, additional shares of capital stock of or other equity interest in, securities of the Company Parent or any Company Subsidiary of its subsidiaries or obligating the Parent or any Voting Company Debt, (b) obligating the Company or any Company Subsidiary of its subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, security, commitment, Contractagreement, arrangement or undertaking undertaking. There are no outstanding contractual obligations, commitments, understandings or (c) that give any person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights occurring to holders arrangements of the Parent or any of its subsidiaries to repurchase, redeem or otherwise acquire or make any payment in respect of any shares of capital stock of the Company Parent or any of any Company Subsidiary. The Company is not a party to any agreement granting any securityholder of the Company the right to cause the Company to register shares of the capital stock or other securities of the Company held by such securityholder. The stockholder list provided to the Parent is a current stockholder list, and such list accurately reflects all of the issued and outstanding shares of the Company Securities as at the date of this Agreementits subsidiaries.

Capital Structure. The capitalization of the Company is set forth on Schedule 3.03 in the Company Disclosure Letter. Except as set forth therein, no shares of capital stock or other voting securities of the Company are issued, issuable, reserved for issuance or outstanding. The Company is the sole record and beneficial owner of all of the issued and outstanding capital stock of each Company Subsidiary. All outstanding shares of the authorized capital stock of the Company consists of 20,000,000 shares of Company Common Stock. As of May 28, 2004 (i) 6,282,274 shares of Company Common Stock are issued and each Company Subsidiary outstanding, all of which are duly authorized, validly issued, fully paid and nonassessable and not free of preemptive rights, (ii) 2,789,848 shares of Company Common Stock are held in the treasury of the Company, (iii) 898,924 shares of Company Common Stock are subject to or outstanding Company Stock Options and 320,877 additional shares of Company Common Stock are authorized and reserved for future issuance pursuant to the Company Stock Option Plan, and (iv) 278,985 shares of Company Common Stock are reserved for issuance in connection with the Company Rights issued in violation pursuant to the Rights Agreement dated as of any purchase optionDecember 13, call option1995, preemptive right, subscription right or any similar right under any provision of between the applicable corporate laws of IsraelCompany and Boatmen's Trust Company (as amended, the Company Constituent Instruments or "Rights Agreement"). There are not any Contract (as defined in Section 3.05) to which the Company is a party or otherwise bound. Except as set forth on Schedule 3.03 in the Company Disclosure Letter or as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, there are no bonds, debentures, notes or other Indebtedness (as defined in Section 3.16 below) indebtedness of the Company or any Company Subsidiary having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of Company Shares or the shares of any Company Subsidiary Common Stock may vote (“"Voting Company Debt”"). Schedule 3.2(a) of the Company Disclosure Schedule sets forth a true and complete list of the outstanding Company Stock Options with the exercise prices thereof, the name of the holder thereof, the number of options that are vested and the number of Shares into which the outstanding Company Stock Options may be exercised. Except as set forth above, as above or on Schedule 3.2(a) of the date of this AgreementCompany Disclosure Schedule, there are not any no options, warrants, convertible securities, subscriptions, stock appreciation rights, phantom stock plans or stock equivalents or other rights, agreements, arrangements or commitments (contingent or otherwise) of any character issued or authorized by the Company or any Subsidiary relating to the issued or unissued capital stock of the Company or any Subsidiary or obligating the Company or any Subsidiary to issue or sell any shares of capital stock of, or options, warrants, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contracts, arrangements or undertakings of any kind to which the Company or any Company Subsidiary is a party or by which any of them is bound (a) obligating the Company or any Company Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock subscriptions or other equity interests in, or any security convertible or exercisable for or exchangeable into any capital stock of or other equity interest in, the Company or any Company Subsidiary or any Voting Company Debt. All shares of Company Common Stock subject to issuance as aforesaid, (bupon issuance on the terms and conditions specified in the instruments pursuant to which they are issuable, will be duly authorized, validly issued, fully paid and nonassessable. Except as set forth on Schedule 3.2(a) obligating of the Company Disclosure Schedule, there are no outstanding contractual obligations of the Company or any Company Subsidiary to issuerepurchase, grant, extend redeem or enter into otherwise acquire any such option, warrant, call, right, security, commitment, Contract, arrangement shares of Company Common Stock or undertaking or (c) that give any person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights occurring to holders of the other capital stock of the Company or any Subsidiary or to pay any dividend or make any other distribution in respect thereof or to provide funds to, or make any investment (in the form of a loan, capital contribution or otherwise) in, any Company Subsidiary. The Company is not a party to any agreement granting any securityholder of the Company the right to cause the Company to register shares of the capital stock or other securities of the Company held by such securityholder. The stockholder list provided to the Parent is a current stockholder list, and such list accurately reflects all of the issued and outstanding shares of the Company Securities as at the date of this AgreementPerson.

Capital Structure. The capitalization (a) As of the Company date hereof, the authorized capital stock of the Buyer consists of 500,000,000 shares of common stock, .001 par value. As of the Closing, 13,500 shares of common stock were issued and outstanding. Schedule 4.9 is set forth on Schedule 3.03 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 Company Disclosure LetterBuyer. Except as set forth therein, no No shares of capital stock or other equity or voting securities of the Company Buyer are issued, issuable, reserved for issuance or are outstanding. The Company is the sole record and beneficial owner of all All of the issued and outstanding capital stock of each Company Subsidiary. All outstanding shares of the capital stock of the Company and each Company Subsidiary Buyer are duly authorized, validly issued, fully paid and nonassessable non-assessable and have not subject to or been issued in violation of any purchase optionpreemptive rights or in violation of state or federal securities laws, call option, preemptive right, subscription right or any similar right under any provision of the applicable corporate laws of Israel, the Company Constituent Instruments or any Contract (as defined in Section 3.05) to which the Company is a party or otherwise bound. Except as set forth on Schedule 3.03 in the Company Disclosure Letter or as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, there are no bonds, debentures, notes or other Indebtedness (as defined in Section 3.16 below) of preemptive rights with respect thereto. No capital stock has been issued by the Company or any Company Subsidiary having Buyer since the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of Company Shares or the shares of any Company Subsidiary may vote (“Voting Company Debt”)Buyer Balance Sheet Date. Except as set forth above, as of the date of this Agreement, hereof there are not any no outstanding or authorized securities, options, warrants, calls, rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contractspreemptive rights, arrangements agreements, arrangements, or undertakings of any kind to which the Company or any Company Subsidiary Buyer is a party party, or by which any of them it is bound (a) bound, obligating the Company or any Company Subsidiary Buyer to issue, deliver or sell, or cause to be issued, delivered or sold, additional any shares of capital stock or other equity or voting securities of, or other ownership interests in, the Buyer or any security convertible or exercisable for or exchangeable into any capital stock of or other equity interest in, the Company or any Company Subsidiary or any Voting Company Debt, (b) obligating the Company or any Company Subsidiary Buyer to issue, grant, extend extend, or enter into any such security, option, warrant, call, right, security, commitment, Contractagreement, arrangement arrangement, or undertaking undertaking. There are not as of the date of this Agreement and there will not be at the Closing Date any shareholder agreements, voting trusts or (c) that give other agreements or understandings to which the Buyer is a party or by which it is bound relating to the voting of any person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights occurring to holders shares of the capital stock of the Company or of any Company Subsidiary. The Company is not a party to any agreement granting any securityholder of the Company the right to cause the Company to register shares of the capital stock or other securities of the Company held by such securityholder. The stockholder list provided to the Parent is a current stockholder list, and such list accurately reflects all of the issued and outstanding shares of the Company Securities as at the date of this AgreementBuyer.

Capital Structure. The capitalization authorized capital stock of the Company is set forth on Schedule 3.03 in the consists of Twenty Million (20,000,000) shares of Company Disclosure LetterCommon Stock. There are One Million (1,000,000) shares of Common Stock outstanding. Except as set forth thereinabove, no shares of capital stock or other voting equity securities of the Company are issued, issuable, reserved for issuance or outstanding. The Company is the sole record and beneficial owner of all of the issued and outstanding capital stock of each Company Subsidiary. All outstanding shares of the capital stock of the Company and each Company Subsidiary are duly authorized, validly issued, fully paid and nonassessable and not subject to or issued in violation of any purchase option, call option, preemptive right, subscription right or any similar right under any provision of the applicable corporate laws of Israel, the Company Constituent Instruments or any Contract (as defined in Section 3.05) to which the Company is a party or otherwise boundrights. Except as set forth on Schedule 3.03 in the Company Disclosure Letter or as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, there There are no outstanding bonds, debentures, notes or other Indebtedness (as defined in Section 3.16 below) indebtedness or other securities of the Company or any Company Subsidiary having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders shareholders of the Company Shares or may vote. The Company Disclosure Schedule sets forth the shares outstanding Capitalization of any Company Subsidiary may vote (“Voting Company Debt”)the Company. Except as set forth above, as of the date of this Agreement, there are not any no outstanding securities, options, warrants, calls, rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contractsagreements, arrangements or undertakings of any kind to which the Company or any Company Subsidiary is a party or by which any of them it is bound (a) obligating the Company or any Company Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity interests in, or any security convertible or exercisable for or exchangeable into any capital stock voting securities of or other equity interest in, the Company or any Company Subsidiary or any Voting Company Debt, (b) obligating the Company or any Company Subsidiary to issue, grant, extend or enter into any such security, option, warrant, call, right, security, commitment, Contractagreement, arrangement or undertaking undertaking. Other than the Company Stock Options and Company Warrants, there are no outstanding contractual obligations, commitments, understandings or (c) that give any person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights occurring to holders arrangements of the Company to repurchase, redeem or otherwise acquire or make any payment in respect of any shares of capital stock of the Company Company. There are no agreements or of any Company Subsidiary. The arrangements pursuant to which the Company is not a party to any agreement granting any securityholder of the Company the right to cause the Company or could be required to register shares of the capital stock Company Common Stock or other securities under the Securities Act of 1933, as amended (the "Securities Act") or other agreements or arrangements with or among any securityholders of the Company held by such securityholder. The stockholder list provided with respect to the Parent is a current stockholder list, and such list accurately reflects all securities of the issued and outstanding shares of the Company Securities as at the date of this AgreementCompany.

Capital Structure. The capitalization As of the Company is set forth date hereof, the authorized capital stock of SSI consists of 25,000,000 shares of SSI Common Stock and 1,200,000 shares of SSI Preferred Stock. At the close of business on Schedule 3.03 in April 30, 1998: (i) 9,046,804 shares of SSI Common Stock and 800,000 shares of SSI Preferred Stock were issued and outstanding, 1,552,124 shares of SSI Common Stock were reserved for issuance pursuant to outstanding options ("SSI Stock Options") under SSI's Stock Option Plan (the Company Disclosure Letter. Except as set forth therein"SSI Stock Plan") and 1,950,000 shares of SSI Common Stock were reserved for issuance pursuant to outstanding warrants to purchase SSI Common Stock at an exercise price of $3.00 per share (the "SSI Warrants"), (ii) no shares of capital stock or other voting securities of the Company are issued, issuable, reserved for issuance or outstanding. The Company is the sole record SSI Common Stock were held by SSI in its treasury; and beneficial owner of all of the issued and outstanding capital stock of each Company Subsidiary. All outstanding shares of the capital stock of the Company and each Company Subsidiary are duly authorized, validly issued, fully paid and nonassessable and not subject to or issued in violation of any purchase option, call option, preemptive right, subscription right or any similar right under any provision of the applicable corporate laws of Israel, the Company Constituent Instruments or any Contract (as defined in Section 3.05iii) to which the Company is a party or otherwise bound. Except as set forth on Schedule 3.03 in the Company Disclosure Letter or as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, there are no bonds, debentures, notes or other Indebtedness (as defined in Section 3.16 below) of the Company or any Company Subsidiary indebtedness having the right to vote (or convertible into, or exchangeable for, into securities having the right to vote) on any matters on which holders of Company Shares or the shares of any Company Subsidiary SSI stockholders may vote (“"Voting Company Debt”)") were issued or outstanding. All outstanding shares of SSI Common Stock are validly issued, fully paid and nonassessable and are not subject to preemptive rights. Except as set forth aboveon Schedule 3.1(b), as all outstanding shares of capital stock of the date Subsidiaries of SSI are owned by SSI, or a direct or indirect wholly owned Subsidiary of SSI, free and clear of all liens, charges, encumbrances, claims and options of any nature. Except as set forth in this Section 3.1(b) or on Schedule 3.1(b) and except for changes since April 30, 1998 resulting from the exercise of employee stock options granted pursuant to, or from issuances or purchases under, the SSI Stock Plan or as contemplated by this Agreement, there are not outstanding: (i) no shares of capital stock, Voting Debt or other voting securities of SSI; (ii) no securities of SSI or any Subsidiary of SSI convertible into or exchangeable for shares of capital stock, Voting Debt or other voting securities of SSI or any Subsidiary of SSI; and (iii) no options, warrants, calls, rights (including preemptive rights), convertible commitments or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contracts, arrangements or undertakings of any kind agreements to which the Company SSI or any Company Subsidiary of SSI is a party or by which any of them it is bound (a) in any case obligating the Company SSI or any Company Subsidiary of SSI to issue, deliver deliver, sell, purchase, redeem or sellacquire, or cause to be issued, delivered delivered, sold, purchased, redeemed or soldacquired, additional shares of capital stock or any Voting Debt or other equity interests invoting securities of SSI or of any Subsidiary of SSI, or any security convertible or exercisable for or exchangeable into any capital stock of or other equity interest in, the Company obligating SSI or any Company Subsidiary or any Voting Company Debt, (b) obligating the Company or any Company Subsidiary of SSI to issue, grant, extend or enter into any such option, warrant, call, right, securitycommitment or agreement. Except as set forth on Schedule 3.1(b), commitmentthere are not as of the date hereof and there will not be at the Effective Time any stockholder agreements, Contract, arrangement voting trusts or undertaking other agreements or (c) that give understandings to which SSI is a party or by which it is bound relating to the voting of any person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights occurring to holders shares of the capital stock of SSI that will limit in any way the Company solicitation of proxies by or on behalf of SSI from, or the casting of votes by, the stockholders of SSI with respect to the Merger. Except as set forth on Schedule 3.1(b), there are no restrictions on SSI to vote the stock of any of its Subsidiaries. Except as set forth on Schedule 3.1(b), there are no persons known to beneficially or of any Company Subsidiary. The Company is not a party to any agreement granting any securityholder record own over one percent of the Company the right to cause the Company to register shares of the capital stock or other securities of the Company held by such securityholder. The stockholder list provided to the Parent is a current stockholder list, and such list accurately reflects all of the issued and outstanding shares of the Company Securities as at the date of this AgreementSSI Common Stock.

Capital Structure. The capitalization authorized capital stock of the Company is set forth consists of 200,000,000 Shares, of which 29,479,864 Shares were outstanding as of the close of business on Schedule 3.03 in March 1, 2007, and 15,000,000 shares of preferred stock, none of which were outstanding as of the Company Disclosure Letterdate hereof. Except as set forth thereinin Schedule 5.1(b) of the Company Disclosure Letter, no Shares are held in the treasury of the Company or by any of its Subsidiaries. All of the outstanding Shares have been duly authorized and are validly issued, fully paid and nonassessable. Except as set forth in Schedule 5.1(b) of the Company Disclosure Letter and other than the Shares reserved for issuance as of March 1, 2007, under the 1998 Stock Option Plan for Management and Key Employees and the 2004 Stock Incentive Plan and the outstanding non-employee options and warrants (collectively, the “Stock Plans”), the Company has no Shares reserved for issuance. Schedule 5.1(b) of the Company Disclosure Letter contains a correct and complete list of options, restricted stock, performance stock units and restricted stock units, if any, outstanding as of the date hereof under the Stock Plans, including the holder, date of grant, term, number of Shares and, where applicable, exercise price. Except as set forth in Schedule 5.1(b) of the Company Disclosure Letter or as set forth above, there are no preemptive or other outstanding rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements, calls, commitments or rights of any kind that obligate the Company or any of its Subsidiaries to issue or sell any shares of capital stock or other voting equity securities of the Company or any of its Subsidiaries or any securities or obligations convertible or exchangeable into or exercisable for, or giving any Person a right to subscribe for or acquire, any equity securities of the Company or any of its Subsidiaries, and no securities or obligations evidencing such rights are issuedauthorized, issuable, reserved for issuance issued or outstanding. The Company is Upon any issuance of any Shares in accordance with the sole record and beneficial owner of all terms of the issued and outstanding capital stock of each Company Subsidiary. All outstanding shares of the capital stock of the Company and each Company Subsidiary are Stock Plans, such Shares will be duly authorized, validly issued, fully paid and nonassessable and not subject to or issued in violation free and clear of any purchase option, call option, preemptive right, subscription right or Liens. The Company does not have outstanding any similar right under any provision of the applicable corporate laws of Israel, the Company Constituent Instruments or any Contract (as defined in Section 3.05) to which the Company is a party or otherwise bound. Except as set forth on Schedule 3.03 in the Company Disclosure Letter or as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, there are no bonds, debentures, notes or other Indebtedness (as defined in Section 3.16 below) obligations for borrowed money the holders of the Company or any Company Subsidiary having which have the right to vote (or convertible into, into or exchangeable for, exercisable for securities having the right to vote) with the stockholders of the Company on any matters on which holders of Company Shares or the shares of any Company Subsidiary may vote (“Voting Company Debt”)matter. Except as set forth above, as of the date For purposes of this Agreement, there are not any options, warrants, rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contracts, arrangements or undertakings a wholly owned Subsidiary of any kind to which the Company or shall include any Company Subsidiary is a party or by which any of them is bound (a) obligating the Company or any Company Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, additional of which all of the shares of capital stock or of such Subsidiary other equity interests in, or any security convertible or exercisable for or exchangeable into any capital stock of or other equity interest in, than director qualifying shares are owned by the Company (or any Company a wholly owned Subsidiary or any Voting Company Debt, (b) obligating of the Company). With respect to the Company or any Company Subsidiary to issueOptions, grant, extend or enter into any such option, warrant, call, right, security, commitment, Contract, arrangement or undertaking or (c) that give any person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights occurring to holders of the capital stock of the Company or there has been no grant of any Company Subsidiary. The Company is not a party to any agreement granting any securityholder of the Company the right to cause the Company to register shares of the capital stock or other securities of the Company held by such securityholder. The stockholder list provided to the Parent is a current stockholder list, and such list accurately reflects all of the issued and outstanding shares of the Company Securities as at Option since the date of this Agreementthe Company’s initial public offering of its common stock, $0.01 par value (the “IPO”) other than 25,166 Company Options granted to employees at fair market value as of the applicable grant date.

Capital Structure. The capitalization authorized capital stock of Company consists of 500,000,000 shares of Common Stock, par value $.001 per share (the "Company Shares"), of which 85,163,416 shares were issued and outstanding and no shares were held in treasury as of the close of business on the Agreement Date. All of the outstanding Company is set forth on Schedule 3.03 in the Company Disclosure LetterShares have been duly authorized and are validly issued, fully paid and nonassessable. Except as set forth thereindisclosed on Schedule 4.2, as of the Agreement Date, the Company has no Company Shares reserved for or subject to issuance. Each of the outstanding shares of capital stock or other voting securities of the Company are issued, issuable, reserved for issuance or outstanding. The Company is the sole record and beneficial owner of all of the issued and outstanding capital stock of each Company Subsidiary. All outstanding shares of the capital stock of the Company and each Company Subsidiary are Company's Subsidiaries is duly authorized, validly issued, fully paid and nonassessable and not subject to owned by Company or issued in violation a direct or indirect wholly-owned subsidiary of Company, free and clear of any purchase optionlien, call optionpledge, preemptive rightsecurity interest, subscription right claim or any similar right under any provision of the applicable corporate laws of Israel, the Company Constituent Instruments or any Contract (as defined in Section 3.05) to which the Company is a party or otherwise boundother encumbrance. Except as set forth above or as disclosed on Schedule 3.03 in the Company Disclosure Letter or as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, there are no bonds, debentures, notes or other Indebtedness (as defined in Section 3.16 below) of the Company or any Company Subsidiary having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of Company Shares or the shares of any Company Subsidiary may vote (“Voting Company Debt”). Except as set forth above4.2, as of the date of this Agreement, Agreement Date there are not any no preemptive or other outstanding rights, options, warrants, rights, convertible or exchangeable securities, “phantom” stock conversion rights, stock appreciation rights, stock-based performance unitsredemption rights, commitmentsrepurchase rights, Contractsagreements, arrangements or undertakings of commitments to issue or to sell any kind to which the Company or any Company Subsidiary is a party or by which any of them is bound (a) obligating the Company or any Company Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity interests in, or any security convertible or exercisable for or exchangeable into any capital stock of or other equity interest in, the Company or any Company Subsidiary or any Voting Company Debt, (b) obligating the Company or any Company Subsidiary to issue, grant, extend or enter into any such option, warrant, call, right, security, commitment, Contract, arrangement or undertaking or (c) that give any person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights occurring to holders of the capital stock of the Company or of any Company Subsidiary. The Company is not a party to any agreement granting any securityholder of the Company the right to cause the Company to register shares of the capital stock or other securities of the Company held by such securityholder. The stockholder list provided or any of its Subsidiaries or any securities or obligations convertible or exchangeable into or exercisable for, or giving any Person a right to the Parent is a current stockholder listsubscribe for or acquire, and such list accurately reflects all of the issued and outstanding shares any securities of the Company Securities or any of its Subsidiaries, and no securities or obligation evidencing such rights are authorized, issued or outstanding. Except as at disclosed on Schedule 4.2, the date Company does not have outstanding any bonds, debentures, notes or other obligations the holders of this Agreementwhich have the right to vote (or convertible into or exercisable for securities having the right to vote) with the stockholders of the Company on any matter. No Company Shares are held by a Subsidiary of the Company.

Capital Structure. The capitalization authorized capital stock of the Company Love Group consists of 1,000,000,000 shares of common stock, par value $0.0001 per share. The number of shares of Love Group’s common stock issued and outstanding is set forth on Schedule 3.03 in the Company Love Group Disclosure Letter. No shares of Love Group’s common stock are held by Love Group in its treasury. Except as set forth thereinin the Love Group Disclosure Letter, no shares of capital stock or other voting securities of the Company are Love Group were issued, issuable, reserved for issuance or outstanding. The Company is the sole record and beneficial owner of all of the issued and outstanding capital stock of each Company Subsidiary. All outstanding shares of the capital stock of Love Group are, and all such shares that may be issued prior to the Company and each Company Subsidiary are date hereof will be when issued, duly authorized, validly issued, fully paid and nonassessable and not subject to or issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the applicable corporate laws of IsraelNevada Revised Statutes, the Company Constituent Instruments Love Group Charter, the Love Group Bylaws or any Contract (as defined in Section 3.05) to which the Company Love Group is a party or otherwise bound. Except as set forth on Schedule 3.03 in the Company Disclosure Letter or as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, there There are no not any bonds, debentures, notes or other Indebtedness (as defined in Section 3.16 below) indebtedness of the Company or any Company Subsidiary Love Group having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of Company Shares or the shares of any Company Subsidiary Love Group’s common stock may vote (“Voting Company Love Group Debt”). Except as set forth above, as of in the date of this AgreementLove Group Disclosure Letter, there are not any options, warrants, rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contracts, arrangements or undertakings of any kind to which the Company or any Company Subsidiary Love Group is a party or by which any of them it is bound (a) obligating the Company or any Company Subsidiary Love Group to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity interests in, or any security convertible or exercisable for or exchangeable into any capital stock of or other equity interest in, the Company or any Company Subsidiary Love Group or any Voting Company Love Group Debt, (b) obligating the Company or any Company Subsidiary Love Group to issue, grant, extend or enter into any such option, warrant, call, right, security, commitment, Contract, arrangement or undertaking or (c) that give any person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights occurring to holders of the capital stock of Love Group. As of the Company date of this Agreement, there are not any outstanding contractual obligations of Love Group to repurchase, redeem or otherwise acquire any shares of any Company Subsidiarycapital stock of Love Group. The Company Except as set forth in the Love Group Disclosure Letter, Love Group is not a party to any agreement granting any securityholder of the Company Love Group the right to cause the Company Love Group to register shares of the capital stock or other securities of the Company Love Group held by such securityholdersecurityholder under the Securities Act. The stockholder list provided to the Parent Lovego Holdings is a current stockholder listlist generated by its stock transfer agent, and such list accurately reflects all of the issued and outstanding shares of the Company Securities as at the date of this AgreementLove Group’s common stock.

Capital Structure. The capitalization authorized capital stock of the Company is set forth consists of 50,000,000 shares of Common Stock and 10,000,000 shares of preferred stock, par value $0.001 per share, of which there were issued and outstanding as of the close of business on Schedule 3.03 in the Company Disclosure Letter. Except as set forth thereinMarch 3, 2000, 19,735,416 shares of Common Stock and no shares of capital stock or other voting securities of the Company are issued, issuable, reserved for issuance or outstanding. The Company is the sole record and beneficial owner of all of the issued and outstanding capital stock of each Company Subsidiarypreferred stock. All outstanding shares of the capital stock of the Company and each Company Subsidiary are Common Stock have been duly authorized, validly issued, fully paid and are nonassessable and not subject to free of any liens or encumbrances other than any liens or encumbrances created by or imposed upon the holders thereof and have been issued in violation of any purchase option, call option, preemptive right, subscription right or any similar right under any provision of the applicable corporate laws of Israel, the compliance with all federal and state securities laws. The Company Constituent Instruments or any Contract (as defined in Section 3.05) to which the Company is a party or otherwise boundhas no subsidiaries. Except as set forth on Schedule 3.03 in Section 3.2 of the Company Disclosure Letter or as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generallySchedule, there are no (a) options, warrants, stock appreciation rights or other similar rights, agreements, arrangements or commitments of any character obligating the Company to issue or sell shares of its capital stock, (b) notes, bonds, debentures, notes debentures or other Indebtedness (as defined in Section 3.16 below) indebtedness of the Company or any Company Subsidiary having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders the shareholders of the Company Shares may vote or (c) outstanding contractual obligations of the Company to repurchase, redeem or otherwise acquire any shares of Common Stock or any other capital stock of, or any equity interest in, the Company. The Shares, the Warrants and the Warrant Shares (collectively, the "SECURITIES") have been duly authorized for issuance and sale to the Purchasers pursuant to this Agreement and are validly issued. The Shares are, and, when issued pursuant to the terms and conditions set forth in the Warrant, the Warrant Shares will be, fully paid and non-assessable, and no holder of Securities is or will be subject to personal liability with respect to the obligations of the Company Subsidiary may vote (“Voting Company Debt”)by reason of being such a holder. Except Other than as set forth above, as in Section 3.2(d) of the date Company Disclosure Schedule, the Shares and the Warrants are, and the Warrant Shares, when issued, shall be, free of this Agreementpreemptive rights or rights of first refusal created by statute, there are not the Company's Certificate of Incorporation or Bylaws or any options, warrants, rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contracts, arrangements or undertakings of any kind agreement to which the Company or any Company Subsidiary is a party or by which any of them it is bound (a) obligating and, based on the Company or any Company Subsidiary representations of Purchasers contained in Sections 4.6, 4.7 and 4.8 of this Agreement, are and shall be issued in compliance with all federal and state securities laws. Except for Form D filings required to issue, deliver or sell, or cause perfect exemptions under applicable federal and/or state securities laws and the filing of an application to be issued, delivered or sold, list additional shares of capital stock or other equity interests inCommon Stock with the Nasdaq SmallCap Market, no filing with, or authorization, approval, consent, license, order, registration, qualification or decree of, any security convertible court or exercisable governmental authority or agency, domestic or foreign is necessary or required in connection with the due authorization, execution and delivery of the Operative Agreements (as hereinafter defined) or for the offering, issuance or exchangeable into sale of the Securities. The form of certificate that will be used to evidence the Shares will comply in all material respects with all applicable statutory requirements, with any capital stock applicable requirements of or other equity interest inthe Certificate of Incorporation and Bylaws of the Company and with the requirements of the Nasdaq SmallCap Market. On March 1, 2000, the Company or any Company Subsidiary or any Voting Company Debtdeclared a two-for-one stock split of its Common Stock payable on March 27, (b) obligating 2000 in the Company or any Company Subsidiary form of a dividend of one share of Common Stock to issueeach holder of record at the close of business on March 17, grant, extend or enter into any such option, warrant, call, right, security, commitment, Contract, arrangement or undertaking or (c) that give any person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights occurring to holders 2000. Effective as of the capital payment with respect to such stock split, all outstanding share and per share amounts, and the number and Purchase Price per share of the Company or of any Company Subsidiary. The Company is not a party Shares and Warrants, shall be deemed to any agreement granting any securityholder of the Company the right give effect to cause the Company to register shares of the capital stock or other securities of the Company held by such securityholder. The stockholder list provided to the Parent is a current stockholder list, and such list accurately reflects all of the issued and outstanding shares of the Company Securities as at the date of this Agreementsplit.

Capital Structure. The capitalization authorized capital stock of Strategic consists of 25,000,000 shares of Strategic Common Stock. At the Company is set forth close of business on Schedule 3.03 in the Company Disclosure LetterOctober 13, 1995, 6,054,451 shares of Strategic Common Stock were issued and outstanding. Except as set forth thereinabove, at the close of business on October 13, 1995, no shares of capital stock or other voting securities of the Company are Strategic were issued, issuable, reserved for issuance or outstanding. The Company is , except for 325,000 shares issuable pursuant to outstanding share purchase warrants exercisable at $2.25 (Cdn.) per Strategic share (the sole record and beneficial owner of all of the issued and outstanding capital stock of each Company Subsidiary"Strategic Warrants"). All outstanding shares of the capital stock of the Company Strategic are, and each Company Subsidiary are all shares which may be issued pursuant to this Agreement, when issued, duly authorized, validly issued, fully paid and nonassessable non-assessable and not subject to or issued in violation of any purchase option, call option, preemptive right, subscription right or any similar right under any provision of the applicable corporate laws of Israel, the Company Constituent Instruments or any Contract (as defined in Section 3.05) to which the Company is a party or otherwise boundpre-emptive rights. Except as set forth on Schedule 3.03 in the Company Disclosure Letter or as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, there There are no bonds, debentures, notes or other Indebtedness (as defined in Section 3.16 below) indebtedness of the Company or any Company Subsidiary Strategic having the right to vote (or or, except for the Strategic Warrants, convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders stockholders of Company Shares or the shares of any Company Subsidiary Strategic may vote (“Voting Company Debt”)vote. Except as set forth above, as of the date of this Agreementhereof, there are not any no outstanding securities, options, warrants, calls, rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contractsagreements, arrangements or undertakings of any kind to which the Company Strategic or any Company Material Subsidiary is a party or by which any of them is bound (a) obligating the Company Strategic or any Company Material Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity interests in, voting securities of Strategic or any security convertible or exercisable for or exchangeable into any capital stock of or other equity interest in, the Company or any Company Material Subsidiary or any Voting Company Debt, (b) obligating the Company Strategic or any Company Subsidiary Merger Sub to issue, grant, extend or enter into any such security, option, warrant, call, right, security, commitment, Contractagreement, arrangement or undertaking undertaking. As of the date of this Agreement, there are not any outstanding contractual obligations of Strategic or (c) that give any person the right Material Subsidiary to receive repurchase, redeem or otherwise acquire any economic benefit shares of capital stock of Strategic or right similar any Material Subsidiary. There are not any outstanding contractual obligations of Strategic to vote or derived from the economic benefits and rights occurring to holders dispose of any shares of the capital stock of the Company or of any Company Material Subsidiary. The Company is not a party to any agreement granting any securityholder As of the Company the right to cause the Company to register shares of the capital stock or other securities of the Company held by such securityholder. The stockholder list provided to the Parent is a current stockholder list, and such list accurately reflects all of the issued and outstanding shares of the Company Securities as at the date of this Agreement, the authorized capital of Merger Sub consists of 1,000 shares of common stock, without par value, 100 of which have been validly issued for $0.025 each, are fully paid and non-assessable and are owned by Strategic free and clear of any lien.

Capital Structure. The capitalization authorized capital stock of the Company is set forth consists of 40,000,000 shares of Company Common Stock and 5,000,000 shares of preferred stock, par value $.001 per share. At the close of business on Schedule 3.03 in September 11, 1997, (i) 11,968,588 shares of Company Common Stock were issued and outstanding, (ii) no shares of Company Common Stock were held by the Company Disclosure Letterin its treasury and (iii) 1,967,824 shares of Company Common Stock were reserved for issuance pursuant to outstanding Company Stock Plans (as defined in Section 5.06) (including 71,829 shares reserved pursuant to the ESPP (as defined in Section 3.01(l)). Except as set forth thereinabove, at the close of business on September 11, 1997, no shares of capital stock or other voting securities of the Company are were issued, issuable, reserved for issuance or outstanding. The There are no outstanding stock appreciation rights or rights (other than Stock Options (as defined in Section 5.06)) to receive shares of Company is Common Stock on a deferred basis granted under the sole record and beneficial owner of all of the issued and outstanding capital stock of each Company SubsidiaryStock Plans or otherwise. All outstanding shares of the capital stock of the Company are, and each all shares which may be issued pursuant to the Company Subsidiary are Stock Plans will be, when issued in accordance with the terms thereof, duly authorized, validly issued, fully paid and nonassessable and not subject to or issued in violation of any purchase option, call option, preemptive right, subscription right or any similar right under any provision of the applicable corporate laws of Israel, the Company Constituent Instruments or any Contract (as defined in Section 3.05) to which the Company is a party or otherwise boundrights. Except as set forth on Schedule 3.03 in the Company Disclosure Letter or as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, there There are no bonds, debentures, notes or other Indebtedness (as defined in Section 3.16 below) indebtedness of the Company or any Company Subsidiary having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders stockholders of the Company Shares or the shares of any Company Subsidiary may vote (“Voting Company Debt”)vote. Except as set forth above, and except for Stock Options that may be granted as permitted under clause (z) of the date of this AgreementSection 4.01(a)(ii), there are not any no securities, options, warrants, calls, rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance unitscontracts, commitments, Contractsagree ments, arrangements arrangements, obligations or undertakings of any kind to which the Company or any Company Subsidiary of its subsidiaries is a party party, or by which the Company or any of them its subsidiaries is bound (a) bound, obligating the Company or any Company Subsidiary of its subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity interests in, or any security convertible or exercisable for or exchangeable into any capital stock voting securities of or other equity interest in, the Company or any Company Subsidiary of its subsidiaries or any Voting Company Debt, (b) obligating the Company or any Company Subsidiary of its subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, securitycontract, commitment, Contractagreement, arrangement arrangement, obligation or undertaking or undertaking. There are not any outstanding contractual obligations (ci) 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 Company or any of its subsidiaries to repurchase, redeem or otherwise acquire any shares of capital stock of the Company or of any Company Subsidiary. The Company is not a party to any agreement granting any securityholder (ii) of the Company the right to cause the Company vote or to register dispose of any shares of the capital stock or other securities of the Company held by such securityholder. The stockholder list provided to the Parent is a current stockholder list, and such list accurately reflects all any of the issued and outstanding shares of the Company Securities as at the date of this Agreementits subsidiaries.

Capital Structure. The capitalization authorized capital stock of the Company is set forth on Schedule 3.03 in the Company Disclosure Letterconsists of 100,000 shares of common stock and 10,000 shares of preferred stock, of which only 10,000 shares of common stock are issued and outstanding. Except as set forth thereinabove, no shares of capital stock or other voting securities of the Company are issued, issuable, reserved for issuance or outstanding. The Company is the sole record and beneficial owner of all of the issued and outstanding capital stock of each Company Subsidiary. All outstanding shares of the capital stock of the Company and each Company Subsidiary are duly authorized, validly issued, fully paid and nonassessable and not subject to or issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the applicable corporate laws of Israelthe State of Nevada, the Company Constituent Instruments or any Contract (as defined in Section 3.05) to which the Company is a party or otherwise bound. Except as set forth on Schedule 3.03 in the Company Disclosure Letter or as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, there There are no not any bonds, debentures, notes or other Indebtedness (as defined in Section 3.16 below) indebtedness of the Company or any Company Subsidiary having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of Company Shares Stock or the shares common stock of any Company Subsidiary may vote (“Voting Company Debt”). Except as set forth above, as of the date of this Agreement, there are not any options, warrants, rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contracts, arrangements or undertakings of any kind to which the Company or any Company Subsidiary is a party or by which any of them is bound (a) obligating the Company or any Company Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity interests in, or any security convertible or exercisable for or exchangeable into any capital stock of or other equity interest in, the Company or any Company Subsidiary or any Voting Company Debt, (b) obligating the Company or any Company Subsidiary to issue, grant, extend or enter into any such option, warrant, call, right, security, commitment, Contract, arrangement or undertaking or (c) that give any person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights occurring to holders of the capital stock of the Company or of any Company Subsidiary. The Company is not a party to any agreement granting any securityholder As of the Company the right to cause the Company to register shares of the capital stock or other securities of the Company held by such securityholder. The stockholder list provided to the Parent is a current stockholder list, and such list accurately reflects all of the issued and outstanding shares of the Company Securities as at the date of this Agreement, there are not any outstanding contractual obligations of the Company to repurchase, redeem or otherwise acquire any shares of capital stock of the Company.

Capital Structure. The capitalization authorized capital stock of the Company is set forth on Schedule 3.03 in the Company Disclosure Letterconsists of 50,000 ordinary shares of which 100 ordinary shares are issued and outstanding. Except as set forth thereinabove, no shares of capital stock or other voting securities of the Company are issued, issuable, reserved for issuance or outstanding. The Except as specified in the Company Disclosure Letter, the Company is the sole record and beneficial owner of all of the issued and outstanding capital stock of each Company Subsidiary. All outstanding shares of the capital stock of the Company and each Company Subsidiary are duly authorized, validly issued, fully paid and nonassessable and not subject to or issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the applicable corporate laws of Israelthe British Virgin Islands, the Company Constituent Instruments or any Contract (as defined in Section 3.05) to which the Company is a party or otherwise bound. Except as set forth on Schedule in this section 3.03 and in the Company Disclosure Letter or as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generallyLetter, there are no not any bonds, debentures, notes or other Indebtedness (as defined in Section 3.16 below) indebtedness of the Company or any Company Subsidiary having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of Company Shares or the shares common stock of any Company Subsidiary may vote (“Voting Company Debt”). Except as set forth above, as of the date of this Agreement, there are not any options, warrants, rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contracts, arrangements or undertakings of any kind to which the Company or any Company Subsidiary is a party or by which any of them is bound (ai) obligating the Company or any Company Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity interests in, or any security convertible or exercisable for or exchangeable into any capital stock of or other equity interest in, the Company or any Company Subsidiary or any Voting Company Debt, (bii) obligating the Company or any Company Subsidiary to issue, grant, extend or enter into any such option, warrant, call, right, security, commitment, Contract, arrangement or undertaking or (ciii) that give any person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights occurring to holders of the capital stock of the Company or of any Company Subsidiary. The Company is not a party to any agreement granting any securityholder of Except as set forth in the Company the right to cause the Company to register shares Disclosure Letter, as of the capital stock or other securities of the Company held by such securityholder. The stockholder list provided to the Parent is a current stockholder list, and such list accurately reflects all of the issued and outstanding shares of the Company Securities as at the date of this Agreement, there are not any outstanding contractual obligations of the Company to repurchase, redeem or otherwise acquire any shares of capital stock of Parent.

Capital Structure. The capitalization (a) Section 5.03(a)(i) of the Company is set Disclosure Schedule sets forth on Schedule 3.03 in the Company Disclosure Letter. Except as set forth therein, no shares of capital stock or other voting securities of the Company are issued, issuable, reserved for issuance or outstanding. The Company is the sole record and beneficial owner of (i) all of the issued and outstanding capital stock of each Company Subsidiary. All outstanding authorized shares of the capital stock or other equity interests of the Company and (ii) the number of shares of each class or other equity interests in the Company Subsidiary that are issued and outstanding, together with the record or beneficial owners thereof and whether such shares or other equity interests are subject to vesting or forfeiture. The shares or other equity interests of the Company have been duly authorized, are validly issued, issued and are fully paid and nonassessable non-assessable. The Company Ordinary Shares reflected on Section 5.03(a)(i) of the Company Disclosure Schedule are the only outstanding securities of the Company, all of which are uncertificated. Except for this Agreement, there are no preemptive or other outstanding rights, options, warrants, subscriptions, puts, calls, conversion rights or agreements or commitments of any character (including any Shareholder rights plan or similar plan commonly referred to as a “poison pill”) relating to the authorized and issued, unissued or treasury shares of capital stock, or other equity or voting interests, of the Company, and the Company is not subject committed to issue any of the foregoing. The shares or other equity interests of the Company have not been issued in violation of any purchase option, call option, preemptive right, subscription right applicable Laws or any similar right under any provision the organizational documents of the applicable corporate laws of Israel, the Company. The Company Constituent Instruments does not have any debt securities outstanding that have voting rights or any Contract (as defined in Section 3.05) to which the Company is a party or otherwise bound. Except as set forth on Schedule 3.03 in the Company Disclosure Letter or as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, there are no bonds, debentures, notes or other Indebtedness (as defined in Section 3.16 below) of the Company or any Company Subsidiary having the right to vote (exercisable or convertible into, or exchangeable or redeemable for, securities having the or that give any Person a right to vote) on any matters on which holders of Company Shares subscribe for or the acquire, shares of any Company Subsidiary may vote (“Voting Company Debt”). Except as set forth above, as or other equity interests of the date Company. There are no obligations, contingent or otherwise, to repurchase, redeem (or establish a sinking fund with respect to redemption) or otherwise acquire any shares or other equity interests of this Agreement, there the Company. There are not any options, warrants, rights, convertible no shares or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contracts, arrangements other equity or undertakings voting interests of any kind to which the Company or reserved for issuance. The Company has not issued any Company Subsidiary is a party or by which any of them is bound (a) obligating the Company or any Company Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity or voting interests under the Company Incentive Plan. Except as set forth on Section 5.03(a)(ii) of the Company Disclosure Schedule, there are no voting trusts, shareholder agreements, proxies or other agreements or understandings in effect with respect to the voting or transfer of any of the equity interests of the Company. There are no outstanding or authorized stock appreciation, phantom stock, profit participation or similar rights with respect to the shares of, or other equity or voting interests in, or any security convertible or exercisable for or exchangeable into any capital stock of or other equity interest in, the Company or any Company Subsidiary or any Voting Company Debt, (b) obligating the Company or any Company Subsidiary to issue, grant, extend or enter into any such option, warrant, call, right, security, commitment, Contract, arrangement or undertaking or (c) that give any person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights occurring to holders of the capital stock of the Company or of any Company SubsidiaryCompany. The Company is not a party to any agreement granting any securityholder of the Company the right to cause the Company to register shares of the capital stock or other securities of the Company held by such securityholder. The stockholder list provided to the Parent is a current stockholder list, and such list accurately reflects all of the issued and outstanding shares of the Company Securities as at the date of this Agreement.28

Capital Structure. The capitalization of the Company is set forth on Schedule 3.03 in the Company Disclosure Letterhas 12,000,000 shares issued and outstanding. Except as set forth thereinabove and the referenced noteholders, no shares of capital stock or other voting securities of the Company are issued, issuable, reserved for issuance or outstanding. The Company is the sole record and beneficial owner of all of the issued and outstanding capital stock of each Company Subsidiary. All outstanding shares of the capital stock of the Company and each Company Subsidiary are duly authorized, validly issued, fully paid and nonassessable and not subject to or issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the applicable corporate laws of IsraelNevada, the Company Constituent Instruments or any Contract (as defined in Section 3.05) to which the Company is a party or otherwise bound. Except as set forth on Schedule in this Section 3.03 and in the Company Disclosure Letter or as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generallyreferenced noteholders, there are no not any bonds, debentures, notes or other Indebtedness (as defined in Section 3.16 below) indebtedness of the Company or any Company Subsidiary having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of Company Shares or the shares common stock of any Company Subsidiary may vote (“Voting Company Debt”). Except as set forth above, as of the date of this Agreement, there are not any options, warrants, rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contracts, arrangements or undertakings of any kind to which the Company or any Company Subsidiary is a party or by which any of them is bound (a) obligating the Company or any Company Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity interests in, or any security convertible or exercisable for or exchangeable into any capital stock of or other equity interest in, the Company or any Company Subsidiary or any Voting Company Debt, (b) obligating the Company or any Company Subsidiary to issue, grant, extend or enter into any such option, warrant, call, right, security, commitment, Contract, arrangement or undertaking or (c) that give any person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights occurring to holders of the capital stock of the Company or of any Company Subsidiary. The Company is not a party to any agreement granting any securityholder of the Company the right to cause the Company to register shares of the capital stock or other securities of the Company held by such securityholder. The stockholder list provided to the Parent is a current stockholder list, and such list accurately reflects all of the issued and outstanding shares of the Company Securities as at the date of this Agreement.

Capital Structure. The capitalization capital structure of the Company and each Subsidiary is set forth on in Schedule 3.03 in the Company Disclosure Letter. Except 2.4 and, except as set forth thereinin Schedule 2.4, no neither the Company nor any Subsidiary has any authorized, issued or outstanding capital stock, nor any capital stock held in treasury. All outstanding capital stock of the Company and each Subsidiary is validly issued, fully paid and non-assessable and is not subject to preemptive or other similar rights. There are not, as of the date hereof, and there will not be at the Closing, (x) any outstanding or authorized options, warrants, calls, rights (including preemptive rights), commitments or any other agreements of any character which the Company, any Subsidiary or either Shareholder is party to, or may be bound by, requiring any of them to issue, transfer, dispose of, sell, purchase, redeem or otherwise acquire (or to refrain from doing any of the foregoing) any Shares, or any of the Company's or any Subsidiary's capital stock, securities or rights convertible into, exchangeable for, or evidencing the right to subscribe for, any shares of capital stock or other securities of, or other ownership interests in, the Company or any Subsidiary, and (y) any stockholders' agreements, voting securities trusts or other agreements or understandings to which the Company, any Subsidiary or either Shareholder is a party or by which it is bound relating to the voting of, or placing any restrictions on, any shares of the capital stock of the Company are issuedor any Subsidiary. Neither the Company nor any Subsidiary has granted any options, issuable, reserved for issuance warrants or outstandingrights to purchase shares of its capital stock. The Company is Shareholders own beneficially and of record, and, at Closing, will have good and marketable title to, the sole record and beneficial owner of Shares (which constitute all of the issued and outstanding capital stock of each Company Subsidiarythe Company), free and clear of any Encumbrance (as hereinafter defined). All the outstanding shares of the capital stock of the Company and each Company Subsidiary are duly authorized, validly issued, fully paid and nonassessable and, at Closing, owned by the Company free and not subject to or issued in violation clear of any purchase Encumbrances. "Encumbrance" means any mortgage, pledge, claim, charge, lien, encumbrance, interest, option, call optionright of first refusal, preemptive rightrestriction, subscription right condition, violation, security interest or any similar right under any provision of the applicable corporate laws of Israel, the Company Constituent Instruments or any Contract (as defined in Section 3.05) to which the Company is a party or otherwise bound. Except as set forth on Schedule 3.03 in the Company Disclosure Letter or as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, there are no bonds, debentures, notes or other Indebtedness (as defined in Section 3.16 below) of the Company or any Company Subsidiary having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of Company Shares or the shares assessment of any Company Subsidiary may vote nature affecting in any way the assets or property involved (“Voting Company Debt”other than those restrictions arising under generally applicable federal and state securities laws). Except as set forth above, as of the date of this Agreement, there are not any options, warrants, rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contracts, arrangements or undertakings of any kind to which the Company or any Company Subsidiary is a party or by which any of them is bound (a) obligating the Company or any Company Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity interests in, or any security convertible or exercisable for or exchangeable into any capital stock of or other equity interest in, the Company or any Company Subsidiary or any Voting Company Debt, (b) obligating the Company or any Company Subsidiary to issue, grant, extend or enter into any such option, warrant, call, right, security, commitment, Contract, arrangement or undertaking or (c) that give any person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights occurring to holders of the capital stock of the Company or of any Company Subsidiary. The Company is not a party to any agreement granting any securityholder of the Company the right to cause the Company to register shares of the capital stock or other securities of the Company held by such securityholder. The stockholder list provided to the Parent is a current stockholder list, and such list accurately reflects all of the issued and outstanding shares of the Company Securities as at the date of this Agreement.

Capital Structure. (a) The capitalization of the Company is set forth on Schedule 3.03 in the Company Disclosure Letter. Except as set forth therein, no shares of capital stock or other voting securities of the Company are issued, issuable, reserved for issuance or outstanding. The Company is the sole record and beneficial owner of all of the issued and outstanding capital stock of each Company Subsidiary. All outstanding shares of the authorized capital stock of the Company consists of 300,000,000 shares of Common Stock and each 100,000,000 shares of Preferred Stock, par value $.01 per share. As of the close of business on October 20, 2006, (i) 39,926,087 shares of Common Stock were issued and outstanding (including 93,700 outstanding shares of Common Stock that are comprised of Restricted Stock, issued pursuant to the Company Subsidiary Stock Plans), (ii) no shares of Preferred Stock were outstanding (iii) Options, issued pursuant to the Company Stock Plans, to purchase an aggregate of 2,012,259 shares of Common Stock, were outstanding and (iv) Performance Share Awards, granted pursuant to the Company Stock Plans, in respect of 211,275 shares of Common Stock, were outstanding. All of the outstanding shares of Common Stock are duly authorized, validly issuedissued and outstanding, fully paid and nonassessable non-assessable and not subject to free from any statutory or issued in violation of any purchase option, call option, contractual preemptive right, subscription right or any similar right under any provision of the applicable corporate laws of Israel, the Company Constituent Instruments or any Contract (as defined in Section 3.05) to which the Company is a party or otherwise boundrights. Except as otherwise set forth on Schedule 3.03 in the Company Disclosure Letter or as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, there are no bonds, debentures, notes or other Indebtedness (as defined in this Section 3.16 below) of the Company or any Company Subsidiary having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of Company Shares or the shares of any Company Subsidiary may vote (“Voting Company Debt”). Except as set forth above3.2, as of the date of this Agreement, there are not any options, warrants, rights, the Company has no outstanding stock or securities convertible into or exchangeable for any shares of its equity securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contracts, arrangements or undertakings of any kind to which the Company or any Company Subsidiary is a party outstanding rights to subscribe for or by which to purchase, or any of them is bound (a) outstanding options for the purchase of, or any agreements providing for or otherwise obligating the Company with respect to the issuance of any equity securities or any Company Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity interests in, or any security securities convertible or exercisable for into or exchangeable into for any capital stock of or other equity interest in, the Company or any Company Subsidiary or any Voting Company Debt, (b) obligating the Company or any Company Subsidiary to issue, grant, extend or enter into any such option, warrant, call, right, security, commitment, Contract, arrangement or undertaking or (c) that give any person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights occurring to holders of the capital stock of the Company or of any Company Subsidiary. The Company is not a party to any agreement granting any securityholder of the Company the right to cause the Company to register shares of the capital stock or other securities of the Company held by such securityholderCompany. The stockholder list provided to the Parent is a current stockholder list, and such list accurately reflects all As of the issued and outstanding shares of the Company Securities as at the date of this Agreement, the Company is not subject to any obligation to repurchase, redeem or otherwise acquire any shares of its equity securities or any convertible securities, rights or options of the type described in the preceding sentence. From October 20, 2006 to the date of this Agreement, the Company has not (i) issued any shares of Common Stock except in connection with the conversion, exercise or settlement of any Options or Performance Share Awards and (ii) issued or granted any options, warrants or securities convertible into or exercisable for shares of its Common Stock. Section 3.2(a) of the Disclosure Schedule sets forth a complete list of the holders and the respective exercise prices of the Options, the holders of the Restricted Stock and the holders of Performance Share Awards, each as of October 20, 2006. Since October 20, 2006 to the date of this Agreement, there have been no changes to the information set forth in Section 3.2(a) of the Disclosure Schedule, except as a result of the conversion, exercise or settlement of any Options or Performance Share Awards. To the Company’s knowledge, there are no voting trusts, proxies, shareholder rights plans or other arrangements relating to the issuance, sale, voting, transfer, ownership or other rights with respect to any shares of capital stock of the Company.

Capital Structure. The capitalization authorized capital stock of the Company is set forth on Schedule 3.03 in the Company Disclosure Letterconsists of Twenty Million (20,000,000) equity shares. There are sixteen million (16,000,000) equity shares outstanding. Except as set forth thereinabove, no shares of capital stock or other voting equity securities of the Company are issued, issuable, reserved for issuance or outstanding. The Company is the sole record and beneficial owner of all of the issued and outstanding capital stock of each Company Subsidiary. All outstanding shares of the capital stock of the Company and each Company Subsidiary are duly authorized, validly issued, fully paid and nonassessable and not subject to or issued in violation of any purchase option, call option, preemptive right, subscription right or any similar right under any provision of the applicable corporate laws of Israel, the Company Constituent Instruments or any Contract (as defined in Section 3.05) to which the Company is a party or otherwise boundrights. Except as set forth on Schedule 3.03 in the Company Disclosure Letter or as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, there There are no outstanding bonds, debentures, notes or other Indebtedness (as defined in Section 3.16 below) indebtedness or other securities of the Company or any Company Subsidiary having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders shareholders of the Company Shares or may vote. The Company Disclosure Schedule sets forth the shares outstanding Capitalization of any Company Subsidiary may vote (“Voting Company Debt”)the Company. Except as set forth above, as of the date of this Agreement, there are not any no outstanding securities, options, warrants, calls, rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contractsagreements, arrangements or undertakings of any kind to which the Company or any Company Subsidiary is a party or by which any of them it is bound (a) obligating the Company or any Company Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity interests in, or any security convertible or exercisable for or exchangeable into any capital stock voting securities of or other equity interest in, the Company or any Company Subsidiary or any Voting Company Debt, (b) obligating the Company or any Company Subsidiary to issue, grant, extend or enter into any such security, option, warrant, call, right, security, commitment, Contractagreement, arrangement or undertaking undertaking. Other than the Company Stock Options and Company Warrants, there are no outstanding contractual obligations, commitments, understandings or (c) that give any person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights occurring to holders arrangements of the Company to repurchase, redeem or otherwise acquire or make any payment in respect of any shares of capital stock of the Company Company. There are no agreements or of any Company Subsidiary. The arrangements pursuant to which the Company is not a party to any agreement granting any securityholder of the Company the right to cause the Company or could be required to register shares of the capital stock Company Common Stock or other securities under the Securities Act of 1933, as amended (the "Securities Act") or other agreements or arrangements with or among any securityholders of the Company held by such securityholder. The stockholder list provided with respect to the Parent is a current stockholder list, and such list accurately reflects all securities of the issued and outstanding shares of the Company Securities as at the date of this AgreementCompany.

Capital Structure. The capitalization authorized share capital of the Company is set forth on Schedule 3.03 in U.S. $21,000 divided into 6,000,000 common shares of U.S. $0.001 par value each and 1,500,000 preferred shares of U.S. $0.01 par value each. As of the Company Disclosure Letterdate of this Agreement, 5,099,503 ordinary shares are issued and outstanding and none of the preferred shares are issued and outstanding. Except as set forth thereinabove, no shares of capital stock or other voting securities of the Company are issued, issuable, reserved for issuance or outstanding. The Except as specified in the Company Disclosure Letter, the Company is the sole record and beneficial owner of all of the issued and outstanding capital stock of each Company Subsidiary. All outstanding shares of the capital stock of the Company and each Company Subsidiary are duly authorized, validly issued, fully paid and nonassessable and not subject to or issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the applicable corporate laws of Israelthe Cayman Islands, the Company Constituent Instruments or any Contract (as defined in Section 3.05) to which the Company is a party or otherwise bound. Except as set forth on Schedule in this section 3.03 and in the Company Disclosure Letter or as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generallyLetter, there are no not any bonds, debentures, notes or other Indebtedness (as defined in Section 3.16 below) indebtedness of the Company or any Company Subsidiary having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of Company Shares Stock or the shares common stock of any Company Subsidiary may vote (“Voting Company Debt”). Except as set forth above, as of the date of this Agreement, there are not any options, warrants, rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contracts, arrangements or undertakings of any kind to which the Company or any Company Subsidiary is a party or by which any of them is bound (ai) obligating the Company or any Company Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity interests in, or any security convertible or exercisable for or exchangeable into any capital stock of or other equity interest in, the Company or any Company Subsidiary or any Voting Company Debt, (bii) obligating the Company or any Company Subsidiary to issue, grant, extend or enter into any such option, warrant, call, right, security, commitment, Contract, arrangement or undertaking or (ciii) that give any person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights occurring to holders of the capital stock of the Company or of any Company Subsidiary. The Company is not a party to any agreement granting any securityholder of Except as set forth in the Company the right to cause the Company to register shares Disclosure Letter, as of the capital stock or other securities of the Company held by such securityholder. The stockholder list provided to the Parent is a current stockholder list, and such list accurately reflects all of the issued and outstanding shares of the Company Securities as at the date of this Agreement, there are not any outstanding contractual obligations of the Company to repurchase, redeem or otherwise acquire any shares of capital stock of Parent.