Common use of Capital Structure Clause in Contracts

Capital Structure. The authorized capital stock of Parent consists of 60,000,000 shares of Parent Common Stock, $0.001 par value, of which 10,231,419 shares of Parent Common Stock are issued and outstanding. There are no convertible notes, options and otherwise instruments outstanding. immediately after the Effective Time of the Merger, 6,180,000 shares of Parent Common Stock held by the two affiliated shareholders shall be automatically cancelled, further to a separate Share Cancellation Agreement. Upon the cancellation of these shares, the Parent has agreed to transfer the assets, any intellectual property and liabilities to the former President of National Filings Agents, Inc. And, Phoenix Capital, Inc., has agreed to pay the two affiliated shareholders, the sum of Forty-five Thousand ($45,000) Dollars in exchange for the benefit of the Parent to complete the acquisition of Plantation Working Interests, LLC. (See Exhibit B.) Also authorized are 15,000,000 shares of preferred stock, $0.001 par value, none of which is issued and outstanding. Except as set forth above, no shares of capital stock or other equity securities of Parent are issued, reserved for issuance or outstanding. All outstanding shares of capital stock of Parent are, and all shares which may be issued pursuant to this Agreement will be, when issued, duly authorized, validly issued, fully paid and nonassessable and, not subject to preemptive rights, and issued in compliance with all applicable state and federal laws concerning the issuance of securities. There are no outstanding bonds, debentures, notes or other indebtedness or other securities of Parent having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which shareholders of Parent may vote. Except as set forth above, there are no outstanding securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind to which Parent or any of its subsidiaries is a party or by which any of them is bound obligating Parent or any its subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity securities of Parent or any of its subsidiaries or obligating Parent or any of its subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity securities of Parent or any of its subsidiaries or obligating Parent or any of its subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking. There are no outstanding contractual obligations, commitments, understandings or arrangements of 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 Parent or any of its subsidiaries. The authorized capital stock of Sub consists of 75,000,000 shares of common stock, $0.001 par value per share, no shares have been issued.

Capital Structure. (i) The authorized capital stock of Parent Reliance consists of 60,000,000 20,000,000 shares of Parent Common Stock, $0.001 par value, of which 10,231,419 shares of Parent Reliance Common Stock are issued and outstanding. There are no convertible notes, options and otherwise instruments outstanding. immediately after the Effective Time of the Merger, 6,180,000 shares of Parent Common Stock held by the two affiliated shareholders shall be automatically cancelled, further to a separate Share Cancellation Agreement. Upon the cancellation of these shares, the Parent has agreed to transfer the assets, any intellectual property and liabilities to the former President of National Filings Agents, Inc. And, Phoenix Capital, Inc., has agreed to pay the two affiliated shareholders, the sum of Forty-five Thousand ($45,000) Dollars in exchange for the benefit of the Parent to complete the acquisition of Plantation Working Interests, LLC. (See Exhibit B.) Also authorized are 15,000,000 4,000,000 shares of preferred stock, par value $0.001 par value.01 per share (the "Reliance Preferred Stock"). As of the date of this Agreement, none (A) 10,750,820 shares of which is Reliance Common Stock were issued and 8,763,369 were outstanding, (B) no shares of Reliance Preferred Stock were outstanding; (C) no shares of Reliance Preferred Stock were reserved for issuance and (D) 1,987,451 shares of Reliance Common Stock were held by Reliance in its treasury or by its subsidiaries. Except as set forth aboveThe authorized capital stock of Reliance Bank consists of 20,000,000 shares of common stock, par value $1.00 per share and 4,000,000 shares of preferred stock, par value $1.00 per share. As of the date of this Agreement, 1,000 shares of such common stock were outstanding, no shares of capital such preferred stock or other equity securities were outstanding and all outstanding shares of Parent are issuedsuch common stock were, reserved for issuance or outstandingand as of the Effective Time will be, owned by Reliance. All outstanding shares of capital stock of Parent Reliance and Reliance Bank are, and all shares which may be issued pursuant to this Agreement will be, when issued, duly authorized, validly issued, fully paid and nonassessable and, and not subject to any preemptive rightsrights and, with respect to shares held by Reliance in its treasury or by its Subsidiaries, are free and clear of all liens, encumbrances or restrictions (other than those imposed by applicable federal or state securities laws) and there are no agreements or understandings with respect to the voting or disposition of such shares. (ii) As of the date of this Agreement, except for this Agreement, and issued in compliance with all applicable state and federal laws concerning the issuance of securities. There are no outstanding bonds, debentures, notes or other indebtedness or other securities of Parent having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which shareholders of Parent may vote. Except as set forth abovein Reliance's Reports (as defined in Section 2.04(h)), there are no neither Reliance nor any of its Subsidiaries has or is bound by any outstanding securities, options, warrants, calls, rights, commitmentsconvertible securities, agreements, arrangements commitments or undertakings agreements of any kind to which Parent character obligating Reliance or any of its subsidiaries is a party or by which any of them is bound obligating Parent or any its subsidiaries Subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, any additional shares of capital stock or other equity securities of Parent Reliance or any of its subsidiaries Subsidiaries or obligating Parent Reliance or any of its subsidiaries Subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity securities of Parent or any of its subsidiaries or obligating Parent or any of its subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, commitmentconvertible security, commitment or agreement. As of the date hereof, arrangement or undertaking. There there are no outstanding contractual obligations, commitments, understandings or arrangements obligations of Parent Reliance or any of its subsidiaries Subsidiaries to repurchase, redeem or otherwise acquire or make any payment in respect of any shares of capital stock of Parent Reliance or any of its subsidiaries. The authorized capital stock of Sub consists of 75,000,000 shares of common stock, $0.001 par value per share, no shares have been issuedSubsidiaries.

Capital Structure. The (a) As of the date of this Agreement, the authorized capital stock of Parent the Company consists solely of 60,000,000 (i) 200,000,000 shares of Parent Common Stock, $0.001 par value, of which 10,231,419 43,590,915 shares of Parent Common Stock are issued and outstanding. There outstanding and 6,500,000 shares are no convertible notes, options and otherwise instruments outstanding. immediately after the Effective Time of the Merger, 6,180,000 shares of Parent Common Stock held by the two affiliated shareholders shall be automatically cancelled, further to a separate Share Cancellation Agreement. Upon the cancellation of these shares, the Parent has agreed to transfer the assets, any intellectual property and liabilities reserved for issuance pursuant to the former President of National Filings AgentsCompany’s 2008 Omnibus Incentive Plan, Inc. And, Phoenix Capital, Inc., has agreed to pay the two affiliated shareholders, the sum of Forty-five Thousand and ($45,000ii) Dollars in exchange for the benefit of the Parent to complete the acquisition of Plantation Working Interests, LLC. (See Exhibit B.) Also authorized are 15,000,000 10,000,000 shares of preferred stock, $0.001 par value, none of which is zero (0) shares are issued and outstandingoutstanding and zero (0) shares are reserved for issuance. Except as set forth aboveAs of the Closing, no and after giving effect to the Transaction, the authorized capital stock of the Company shall consist solely of 400,000,000 shares of capital stock or other equity securities Common Stock and up to 20,000,000 shares of Parent are preferred stock, and the number of shares issued, outstanding and reserved for issuance shall consist solely of (w) the shares of Common Stock and preferred stock referred to in the foregoing sentence, (x) the Purchased Common Shares, (y) a number of shares of Common Stock to be issued to each of the Designated Stockholders in connection with the Designated Stockholder Investment at the Common Share Purchase Price and (z) the Shares of Common Stock and 6.0% Series A Perpetual Convertible Preferred Stock to be issued in connection with the BDT Investment and (xx) shares of Common Stock issued or outstandingreserved for issuance under the Company’s 2008 Omnibus Incentive Plan, as outstanding in the SEC Report for the three months ended June 30, 2011 and any awards under the plan granted in the ordinary course of business since such SEC Report. All outstanding No other shares of capital stock of Parent are, and all shares which may be issued pursuant to this Agreement will be, when issued, duly the company are authorized, issued and outstanding or reserved for issuance. (b) Subject to the Company obtaining shareholder approval as contemplated in Section 5.1 of the BDT Purchase Agreement, the Purchased Common Shares have been duly authorized and upon the Closing shall be (i) validly issued, fully paid and nonassessable andnonassessable, (ii) not subject to preemptive rights, and issued in compliance with all applicable state and federal laws concerning the issuance of securities. There are no outstanding bonds, debentures, notes or other indebtedness or other securities of Parent having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which shareholders of Parent may vote. Except as set forth above, there are no outstanding securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings violation of any kind purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the Charter or Bylaws of the Company or any Contract to which Parent the Company or any of its subsidiaries is a party or by which any of them its or their respective assets are bound, and (iii) free and clear of all Encumbrances. (c) The Company has not issued any Voting Debt that is bound obligating Parent outstanding. Except as set forth in the SEC Reports or any its subsidiaries in Schedule 3.3(c) of the Company Disclosure Schedules to issuethe BDT Purchase Agreement, deliver there are no (A) outstanding obligations, options, warrants, convertible securities, exchangeable securities, securities or sellrights that are linked to the value of the Common Stock or other rights, agreements or cause commitments relating to be issued, delivered the capital stock of the Company or sold, additional that obligate the Company to issue or sell or otherwise transfer shares of capital stock or other equity securities of Parent the Company or any of its subsidiaries securities convertible into or obligating Parent or exchangeable for any of its subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity securities of Parent the Company or any Voting Debt of its subsidiaries or obligating Parent or any the Company, (B) outstanding obligations of its subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking. There are no outstanding contractual obligations, commitments, understandings or arrangements of Parent or any of its subsidiaries the Company to repurchase, redeem or otherwise acquire shares of capital stock of the Company, (C) voting trusts, stockholder agreements, proxies or make other agreements or understandings in effect with respect to the voting or transfer of shares of capital stock of the Company (but only to the Company’s knowledge with respect to any payment such agreements to which neither the Company nor any subsidiary of the Company is a party), or (D) rights of first refusal, preemptive rights, subscription rights or any similar rights with respect to the capital stock of the Company under the Charter or Bylaws or any Contract to which the Company or any subsidiary of the Company is a party or by which any of its assets are bound. True, correct, and complete copies of the Charter and the Bylaws have been filed as exhibits to the Company’s SEC Reports. Neither the Company, nor any of its subsidiaries has any “stockholder rights plan”, “poison pill” or any similar arrangement in respect effect. (d) The shares of outstanding capital stock of the Company’s subsidiaries are duly authorized, validly issued, fully paid and nonassessable, and are held of record and beneficially owned by the Company or a subsidiary of the Company. There is no Voting Debt of any subsidiary of the Company that is outstanding. Except as set forth in the SEC Reports or in Schedule 3.3(d) of the Company Disclosure Schedules to the BDT Purchase Agreement, there are no (i) outstanding obligations, options, warrants, convertible securities, exchangeable securities, securities or rights that are linked to the value of the Common Stock or other rights, agreements or commitments, in each case, relating to the capital stock or equity interests of the subsidiaries of the Company or that obligate the Company or its subsidiaries to issue or sell or otherwise transfer shares of the capital stock or any securities convertible into or exchangeable for any shares of capital stock of Parent or any Voting Debt of its subsidiaries. The authorized any subsidiary of the Company, (ii) outstanding obligations of the subsidiaries of the Company to repurchase, redeem or otherwise acquire shares of their respective capital stock or equity interests, (iii) voting trusts, stockholder agreements, proxies or other agreements or understandings in effect with respect to the voting or transfer of shares of capital stock of Sub consists the subsidiaries of 75,000,000 shares the Company (but only to the Company’s knowledge with respect to any such agreements to which neither the Company nor any subsidiary of common stockthe Company is a party), $0.001 par value per shareor (iv) rights of first refusal, no shares have been issuedpreemptive rights, subscription rights or any similar rights under any provision of the governing documents of any material subsidiary or any non-wholly owned subsidiary of the Company.

Capital Structure. (a) The authorized share capital of Parent is IR(Pounds)11,250,000 divided into 120,000,000 Ordinary Shares, par value IR9.375 ▇▇▇▇▇ per share, of which 50,486,843 shares were issued and 50,461,074 were outstanding as of March 27, 2000. No shares of preferred stock are issued or outstanding. The authorized capital stock of Parent Merger Sub consists of 60,000,000 1,000 shares of Parent Common Stock, $0.001 par valueall of which are issued and outstanding and are held by Parent. All such shares have been duly authorized, and all such issued and outstanding shares have been validly issued, are fully paid and nonassessable. Parent has reserved an aggregate of 26,112,646 Ordinary Shares for issuance to employees, directors and consultants pursuant to employee benefit plans, of which 10,231,419 9,472,565 shares of Parent Common Stock have been exercised, 13,246,580 shares are issued subject to outstanding, unexercised options and outstanding3,893,501 shares remain available for future grant. There are no convertible notesother options, options and otherwise instruments outstanding. immediately after the Effective Time warrants, calls, rights, commitments or agreements of any character to which Parent is a party or by which it is bound obligating Parent to issue, deliver, sell, repurchase or redeem, or cause to be issued, delivered, sold, repurchased or redeemed, any shares of the Merger, 6,180,000 shares of Parent Common Stock held by the two affiliated shareholders shall be automatically cancelled, further to a separate Share Cancellation Agreement. Upon the cancellation of these shares, the Parent has agreed to transfer the assets, any intellectual property and liabilities to the former President of National Filings Agents, Inc. And, Phoenix Capital, Inc., has agreed to pay the two affiliated shareholders, the sum of Forty-five Thousand ($45,000) Dollars in exchange for the benefit of the Parent to complete the acquisition of Plantation Working Interests, LLC. (See Exhibit B.) Also authorized are 15,000,000 shares of preferred stock, $0.001 par value, none of which is issued and outstanding. Except as set forth above, no shares of capital stock or other equity securities of Parent are issued, reserved for issuance or outstanding. All outstanding shares of capital stock of Parent areor obligating Parent to grant, and all shares which may extend or enter into any such option, warrant, call, right, commitment or agreement. (b) The Ordinary Shares of Parent to be issued pursuant to this Agreement the Merger will be, when issuedat the Effective Date, duly authorized, validly issued, fully paid and nonassessable andpaid, not subject to any call, preemptive or similar rights, and issued in compliance with all applicable state and federal laws concerning the . Upon issuance of securities. There are no outstanding bondsthe ADSs issued pursuant to Article I, debentures, notes or other indebtedness or other securities of Parent having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which shareholders of Parent may vote. Except as set forth above, there are no outstanding securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind to which Parent or any of its subsidiaries is a party or by which any of them is bound obligating Parent or any its subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity securities of Parent or any of its subsidiaries or obligating Parent or any of its subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity securities of Parent or any of its subsidiaries or obligating Parent or any of its subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, commitmenttitle and interest to such ADSs other than the Escrow Shares will be transferred to the holders of Company Interests, agreementfree and clear of all liens, arrangement or undertakingcharges, encumbrances, security interests and claims. (c) Parent meets all requirements for the qualification of the inclusion and quotation of ADSs on the Nasdaq National Market ("NNM"). There are no outstanding contractual obligations, commitments, understandings or arrangements of Parent or any of its subsidiaries ADSs to repurchase, redeem or otherwise acquire or make any payment --- be issued pursuant to the Merger will be included and quoted in respect of any shares of capital stock of Parent or any of its subsidiaries. The authorized capital stock of Sub consists of 75,000,000 shares of common stock, $0.001 par value per share, no shares have been issuedthe NNM.

Capital Structure. The authorized capital stock of Parent Company consists of 60,000,000 ----------------- (i) 96,481,272 shares of Parent Common Stockvoting common stock, $0.001 .01 par valuevalue per share, of which 10,231,419 (ii) 3,518,728 shares of Parent Common Stock are issued non-voting common stock, $.01 par value per share, and outstanding. There are no convertible notes, options and otherwise instruments outstanding. immediately after the Effective Time of the Merger, 6,180,000 shares of Parent Common Stock held by the two affiliated shareholders shall be automatically cancelled, further to a separate Share Cancellation Agreement. Upon the cancellation of these shares, the Parent has agreed to transfer the assets, any intellectual property and liabilities to the former President of National Filings Agents, Inc. And, Phoenix Capital, Inc., has agreed to pay the two affiliated shareholders, the sum of Forty-five Thousand ($45,000iii) Dollars in exchange for the benefit of the Parent to complete the acquisition of Plantation Working Interests, LLC. (See Exhibit B.) Also authorized are 15,000,000 20,000,000 shares of preferred stock, $0.001 .01 par valuevalue per share. At the close of business on September 30, none 1996: (i) 70,365,241 shares of which is voting common stock were issued and outstanding, 3,763,283 shares of voting common stock were reserved for issuance pursuant to Stock Option Plans and no shares of common stock were held by Company in its treasury. Except as set forth abovein the immediately preceding sentence, at the close of business on September 30, 1996, no shares of capital stock (including, without limitation, non-voting common stock or preferred stock) or other equity securities of Parent are Company were issued, reserved for issuance or outstanding. All outstanding shares of capital stock of Parent are, and all shares which may be issued pursuant to this Agreement will be, when issued, Company are duly authorized, validly issued, fully paid and nonassessable and, and not subject to preemptive rights, and issued in compliance with all applicable state and federal laws concerning the issuance of securities. There are no outstanding No bonds, debentures, notes or other indebtedness of Company or other securities any Subsidiary of Parent Company having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which shareholders the stockholders of Parent Company or any Subsidiary of Company may votevote are issued or outstanding. Except as disclosed in Section 5.1(b) of the Disclosure Schedule, all the outstanding shares of capital stock of each Subsidiary of Company have been validly issued and are fully paid and nonassessable and are owned by Company, by one or more Subsidiaries of Company or by Company and one or more such Subsidiaries, free and clear of Liens (as defined in Section 10.3). Except as set forth aboveabove or in Section 5.1(b) of the Disclosure Schedule, there are no and except for the Stock Option Agreement, neither Company nor any Subsidiary of Company has or, at or after the Effective Time will have, any outstanding securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind to which Parent or any of its subsidiaries is a party or by which any of them is bound obligating Parent or any its subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity securities of Parent or any of its subsidiaries or obligating Parent or any of its subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity securities of Parent or any of its subsidiaries or obligating Parent or any of its subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, subscription or other right, commitment, agreement, arrangement agreement or undertaking. There are no outstanding contractual obligations, commitments, understandings or arrangements of Parent commitment which either (i) obligates Company or any Subsidiary of its subsidiaries Company to issue, sell or transfer, repurchase, redeem or otherwise acquire or make any payment in respect of vote any shares of the capital stock of Parent Company or any Subsidiary of its subsidiaries. The authorized capital stock Company or (ii) restricts the transfer of Sub consists of 75,000,000 shares of common stock, $0.001 par value per share, no shares have been issuedCompany Common Stock.

Capital Structure. The authorized capital stock of Parent Purchaser consists of 60,000,000 200,000,000 shares of Parent Common Stock, par value $0.001 par value, of which 10,231,419 .01 per share ("Purchaser Common Shares") and 20,000,000 shares of Parent Preferred Stock, par value $.01 per share (the "Purchaser Preferred Stock"). At the close of business on July 23, 1999, (i) 60,806,456 Purchaser Common Stock are Shares were issued and outstanding, (ii) 10,607,135 options to purchase Purchaser Common Shares were available for issuance under Purchaser's stock option plans, long-term incentive plans, annual incentive plans and stock compensation plans (the "Purchaser Share Plans") and (iii) 12,373,551 Purchaser Common Shares were reserved for issuance upon exercise of stock options to purchase Purchaser Common Shares under the Purchaser Share Plans or otherwise (the "Purchaser Common Shares Options"). There are no convertible notesOn the date of this Agreement, options and otherwise instruments outstanding. immediately after the Effective Time of the Merger, 6,180,000 shares of Parent Common Stock held by the two affiliated shareholders shall be automatically cancelled, further to a separate Share Cancellation Agreement. Upon the cancellation of these shares, the Parent has agreed to transfer the assets, any intellectual property and liabilities to the former President of National Filings Agents, Inc. And, Phoenix Capital, Inc., has agreed to pay the two affiliated shareholders, the sum of Forty-five Thousand ($45,000) Dollars in exchange for the benefit of the Parent to complete the acquisition of Plantation Working Interests, LLC. (See Exhibit B.) Also authorized are 15,000,000 shares of preferred stock, $0.001 par value, none of which is issued and outstanding. Except except as set forth aboveabove in this Section 3.2(b), no shares of capital stock or other equity voting securities of Parent are Purchaser were issued, reserved for issuance or outstanding. All outstanding shares of capital stock of Parent are, and all shares which may be issued pursuant to this Agreement will be, when issued, Purchaser are duly authorized, validly issued, fully paid and nonassessable and, and not subject to preemptive rights, and issued in compliance with all applicable state and federal laws concerning the issuance of securities. There are no outstanding bonds, debentures, notes or other indebtedness or other securities of Parent having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which shareholders of Parent may vote. Except (A) for the Purchaser Common Shares Options and (B) as set forth abovein Schedule 3.2(b) to the Purchaser Disclosure Letter, there are no outstanding securities, options, stock appreciation rights, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind to which Parent Purchaser or any of its subsidiaries Purchaser Subsidiary is a party or by which any of them such entity is bound bound, obligating Parent Purchaser or any its subsidiaries Purchaser 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 securities ownership interests of Parent Purchaser or any of its subsidiaries Purchaser Subsidiary or obligating Parent Purchaser or any of its subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity securities of Parent or any of its subsidiaries or obligating Parent or any of its subsidiaries Purchaser Subsidiary to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking. There are no outstanding contractual obligations, commitments, understandings or arrangements of 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 Parent or any of its subsidiaries. The authorized capital stock of Sub consists of 75,000,000 shares of common stock, $0.001 par value per share, no shares have been issued.

Capital Structure. The authorized capital stock of Parent Gasco consists of 60,000,000 105,000,000 shares of Parent Common Stock, $0.001 par valuecapital stock, of which 10,231,419 100,000,000 shares are authorized to be issued as common stock (the "Common Stock"), and 5,000,000 shares are authorized to be issued as preferred stock. On the date hereof, Gasco has (i) 25,700,000 shares of Parent Common Stock are common stock issued and outstanding. There are outstanding and no convertible notes, options and otherwise instruments outstanding. immediately after the Effective Time of the Merger, 6,180,000 shares of Parent Common Stock held by the two affiliated shareholders shall be automatically cancelled, further to a separate Share Cancellation Agreement. Upon the cancellation of these shares, the Parent has agreed to transfer the assets, any intellectual property and liabilities to the former President of National Filings Agents, Inc. And, Phoenix Capital, Inc., has agreed to pay the two affiliated shareholders, the sum of Forty-five Thousand ($45,000) Dollars in exchange for the benefit of the Parent to complete the acquisition of Plantation Working Interests, LLC. (See Exhibit B.) Also authorized are 15,000,000 shares of preferred stock, $0.001 par value, none stock outstanding; (ii) no shares of which is issued stock held in its treasury; (iii) 3,300,000 shares of common stock reserved for issuance upon exercise of outstanding stock options (the "Gasco Stock Options") and outstanding(iv) 768,333 shares of common stock that it may be required to issue under agreements. Except as set forth above, above and as contemplated by this Agreement there are no shares of capital stock of Gasco or other equity securities shares of Parent are capital stock of any Gasco Subsidiary issued, reserved for issuance or outstanding. All outstanding shares , and there are no stock appreciation rights, phantom stock rights or other contractual rights the value of which is determined in whole or in part by the value of any capital stock of Parent areGasco or any Gasco Subsidiary. The Gasco Stock Options and any other security convertible into or exercisable or exchangeable for Common Stock (each of which shall be determined on an as if converted, exercised or exchanged basis) are herein referred to as "Gasco Stock Equivalents." Each outstanding share of Common Stock is, and all shares each share of common stock which may be issued pursuant to this Agreement the Gasco Stock Options will be, when issued, duly authorized, validly issued, fully paid and nonassessable and, and not subject to preemptive rights, and issued in compliance with all applicable state and federal laws concerning the issuance of securities. There are no outstanding bonds, debentures, notes or other indebtedness of Gasco or other securities of Parent any Gasco Subsidiary having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters matter on which shareholders of Parent Gasco's stockholders may votevote except for that certain promissory note dated May 15, 2001 payable to FECC. Except as set forth above, there are no outstanding securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind to which Parent obligating Gasco or any of its subsidiaries is a party or by which any of them is bound obligating Parent or any its subsidiaries the Gasco 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 equity voting securities or Gasco Stock Equivalents or stock equivalents of Parent any of the Gasco Subsidiaries or obligating Gasco or any of its subsidiaries or obligating Parent or any of its subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity securities of Parent or any of its subsidiaries or obligating Parent or any of its subsidiaries the Gasco Subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking. There are no outstanding contractual obligations, commitments, understandings or arrangements obligations of Parent Gasco or any of its subsidiaries the Gasco Subsidiaries to repurchase, redeem or otherwise acquire or make any payment in respect of any shares of capital stock of Parent Gasco or any of its subsidiaries. The authorized capital stock of Sub consists of 75,000,000 shares of common stock, $0.001 par value per share, no shares have been issuedthe Gasco Subsidiaries.

Capital Structure. The (a) As of the Effective Date, the authorized capital stock of Parent SFNL consists of 60,000,000 100,000,000 shares of Parent Common Stock, $0.001 par value, of which 10,231,419 shares of Parent Common Stock are issued and outstanding. There are no convertible notes, options and otherwise instruments outstanding. immediately after the Effective Time of the Merger, 6,180,000 shares of Parent Common Stock held by the two affiliated shareholders shall be automatically cancelled, further to a separate Share Cancellation Agreement. Upon the cancellation of these shares, the Parent has agreed to transfer the assets, any intellectual property and liabilities to the former President of National Filings Agents, Inc. And, Phoenix Capital, Inc., has agreed to pay the two affiliated shareholders, the sum of Forty-five Thousand ($45,000) Dollars in exchange for the benefit of the Parent to complete the acquisition of Plantation Working Interests, LLC. (See Exhibit B.) Also authorized are 15,000,000 -0- shares of preferred stock. As of the Effective Date, $0.001 par value, none (i) 41,175,247 shares of which is Common Stock were issued and outstanding. Except as set forth above, (ii) 58,824,753 shares of Common Stock were held in the treasury of SFNL, (iii) -0- shares of Common Stock were reserved for issuance under outstanding SFNL Stock Options, including stock appreciation rights, performance units and stock units, and (iv) no shares of capital preferred stock or other equity securities of Parent are issued, reserved for issuance were issued or outstanding. All the outstanding shares of SFNL’s capital stock of Parent are, and all shares which may be issued pursuant to this Agreement will be, when issued, are duly authorized, validly issued, fully paid and nonassessable and, not subject to preemptive rights, and issued in compliance with all applicable state and federal laws concerning the issuance of securitiesnon-assessable. There are no outstanding bonds, debentures, notes or other indebtedness or other securities of Parent having the right to vote voting rights (or convertible into, or exchangeable for, into securities having such rights) (“SFNL Voting Debt”) of SFNL or any of its Subsidiaries issued and outstanding. The shares of Common Stock issuable upon conversion of the right Notes have been reserved for issuance and, when issued upon conversion of the Notes in accordance with the terms thereof, will be duly authorized, validly issued and fully paid and non assessable and not subject to vote) on any matters on which shareholders of Parent may votepreemptive rights. Except as set forth above, as described in SFNL SEC Documents and for the transactions contemplated by this Agreement, (x) there are no shares of capital stock of SFNL authorized, issued or outstanding securities, and (y) there are no existing (A) options, warrants, calls, preemptive rights, commitmentssubscriptions or other rights, convertible or exchangeable securities, agreements, arrangements or undertakings commitments of any kind character, relating to which Parent the issued or unissued capital stock of SFNL or any of its subsidiaries is a party Subsidiaries, obligating SFNL or by which any of them is bound obligating Parent or any its subsidiaries Subsidiaries to issue, deliver transfer or sell, sell or cause to be issued, delivered transferred or sold, additional sold any shares of capital stock or SFNL Voting Debt of, or other equity securities of Parent interest in, SFNL or any of its subsidiaries Subsidiaries except as noted in Schedule 5.3, Note and Warrant Schedule as of 12/31/2007, (B) securities convertible into or obligating Parent exchangeable for such shares or equity interests except as noted in Schedule 5.2 or (C) obligations of SFNL or any of its subsidiaries Subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity securities of Parent or any of its subsidiaries or obligating Parent or any of its subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, preemptive right, commitmentsubscription or other right, convertible security, agreement, arrangement or undertaking. commitment. (b) All of the outstanding shares of capital stock of each of SFNL’s Subsidiaries are beneficially owned by SFNL, directly or indirectly, and all such shares have been validly issued and are fully paid and nonassessable and are owned by either SFNL or one of its Subsidiaries free and clear of all Liens. (c) There are no outstanding contractual obligationsvoting trusts, commitments, proxies or other agreements or understandings or arrangements of Parent to which SFNL or any of its subsidiaries Subsidiaries is a party with respect to repurchasethe voting of the capital stock of SFNL or any of its Subsidiaries. Neither SFNL nor its Subsidiaries is a party to any agreement or obligation, redeem contingent or otherwise, to redeem, repurchase or otherwise acquire or retire shares of capital stock of SFNL or any of its Subsidiaries, whether as a result of the transactions contemplated by this Agreement or otherwise. (d) Since September 30, 2007, SFNL has not (i) made or agreed to make any payment in respect stock split or stock dividend, or issued or permitted to be issued any shares of capital stock, or securities exercisable for or convertible into shares of capital stock, of SFNL other than pursuant to SFNL Stock Option Plan or any outstanding SFNL Stock Option, (ii) repurchased, redeemed or otherwise acquired any shares of capital stock of Parent SFNL or any (iii) declared, set aside, made or paid to the shareholders of its subsidiaries. The authorized SFNL dividends or other distributions on the outstanding shares of capital stock of Sub consists of 75,000,000 shares of common stock, $0.001 par value per share, no shares have been issuedSFNL.

Capital Structure. The authorized capital stock of Parent Buyer consists of 60,000,000 40,000,000 shares of Parent Common Stockcommon stock, par value $0.001 per share, and 7,931,370 shares which are designated as preferred stock, par valuevalue $0.001 per share. As of the date hereof, of which 10,231,419 there are (i) 10,558,613 shares of Parent Buyer Common Stock issued and outstanding and no Buyer Common Stock held in Buyer’s treasury, (ii) 2,076,323 shares of Buyer Common Stock reserved for issuance upon exercise of outstanding stock options, (iii) 626,126 shares of Buyer Common Stock reserved for issuance upon exercise of outstanding warrants, (iv) 35,262 shares of Buyer Common Stock reserved for issuance upon debt conversion, (v) 100,000 shares of Buyer Common Stock reserved for issuance in the event certain milestones are achieved with respect to the business formerly operated by AXS-One, Inc., and (vi) no preferred stock of Buyer issued and outstanding, held in Buyer’s treasury or reserved for issuance. There are no convertible notes, options and otherwise instruments outstanding. immediately after the Effective Time All of the Merger, 6,180,000 shares of Parent Common Stock held by the two affiliated shareholders shall be automatically cancelled, further to a separate Share Cancellation Agreement. Upon the cancellation of these shares, the Parent has agreed to transfer the assets, any intellectual property and liabilities to the former President of National Filings Agents, Inc. And, Phoenix Capital, Inc., has agreed to pay the two affiliated shareholders, the sum of Forty-five Thousand ($45,000) Dollars in exchange for the benefit of the Parent to complete the acquisition of Plantation Working Interests, LLC. (See Exhibit B.) Also authorized are 15,000,000 shares of preferred stock, $0.001 par value, none of which is issued and outstanding. Except as set forth above, no shares of capital stock or other equity securities of Parent are issued, reserved for issuance or outstanding. All outstanding shares of capital stock Buyer Common Stock have been duly authorized and validly issued and are fully paid, nonassessable and free of Parent are, and all shares which may be issued pursuant to this Agreement will be, when issued, duly authorized, validly issued, fully paid and nonassessable and, not subject to preemptive rights, and issued in compliance with all applicable state and federal laws concerning no personal liability attaching to the issuance of securitiesownership thereof. There are no outstanding bonds, debentures, notes or other indebtedness or other securities of Parent having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which shareholders of Parent may vote. Except Other than as set forth referenced above, there are no Buyer does not have and is not bound by any outstanding securitiessubscriptions, options, warrants, calls, rightscommitments or agreements of any character calling for the purchase or issuance of any Buyer Common Stock or preferred shares or any other equity security of Buyer or any securities representing the right to purchase or otherwise receive any Buyer Common Stock or any other equity security of Buyer. Buyer owns 100% of the outstanding equity interests in each subsidiary of Buyer. Other than as described in the SEC Documents, commitments, there are not as of the date hereof and there will not be at the Effective Time any stockholder agreements, arrangements voting trusts or undertakings of any kind other agreements or understandings to which Parent or any of its subsidiaries the Buyer is a party or by to which any of them it is bound obligating Parent or any its subsidiaries relating to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity securities of Parent or any of its subsidiaries or obligating Parent or any of its subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity securities of Parent or any of its subsidiaries or obligating Parent or any of its subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking. There are no outstanding contractual obligations, commitments, understandings or arrangements of Parent or any of its subsidiaries to repurchase, redeem or otherwise acquire or make any payment in respect the voting of any shares of the capital stock of Parent the Buyer. Except as described in the SEC Documents, there are no existing rights with respect to the registration of Buyer Common Stock under the Securities Act, including, but not limited to, demand rights or any of its subsidiaries. The authorized capital stock of Sub consists of 75,000,000 shares of common stock, $0.001 par value per share, no shares have been issuedpiggy-back registration rights.

Capital Structure. (a) The authorized capital stock of Parent Hego consists exclusively of 60,000,000 1,539 common shares. As of the date of this Agreement, 1,539 Hego common shares of Parent Common Stock, $0.001 par value, of which 10,231,419 shares of Parent Common Stock are have been issued and are outstanding. In addition, twenty-one (21) Hego common shares have been issued but not registered as of the date hereof by the Companies Register. There are no convertible notes, options and otherwise instruments other shares of Capital Stock issued or outstanding. immediately after the Effective Time . (b) All of the Merger, 6,180,000 shares of Parent Common Stock held by the two affiliated shareholders shall be automatically cancelled, further to a separate Share Cancellation Agreement. Upon the cancellation of these shares, the Parent has agreed to transfer the assets, any intellectual property and liabilities to the former President of National Filings Agents, Inc. And, Phoenix Capital, Inc., has agreed to pay the two affiliated shareholders, the sum of Forty-five Thousand ($45,000) Dollars in exchange for the benefit of the Parent to complete the acquisition of Plantation Working Interests, LLC. (See Exhibit B.) Also authorized are 15,000,000 shares of preferred stock, $0.001 par value, none of which is issued and outstanding. Except as set forth above, no shares of capital stock or other equity securities of Parent are issued, reserved for issuance or outstanding. All outstanding shares of capital stock of Parent are, Capital Stock have been duly authorized and all shares which may be issued pursuant to this Agreement will be, when issued, duly authorized, validly issued, are fully paid and nonassessable and, are free of any Encumbrances. The issued and outstanding shares of Capital Stock are not subject to preemptive rightsto, and issued in compliance with all applicable state and federal laws concerning the issuance thereof has not triggered any, preemptive rights or rights of securities. There are no outstanding bonds, debentures, notes or other indebtedness or other securities of Parent having the right to vote first refusal that were not complied with (or convertible intowaived by the applicable Stockholder), in each case (i) created by statute, (ii) the articles of association of Hego or exchangeable for, securities having the right to vote(iii) on any matters on which shareholders of Parent may vote. Except as set forth above, there are no outstanding securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind agreement to which Parent or any of its subsidiaries Hego is a party or by which it is bound. (c) Hego has never sold or otherwise issued securities in violation of any of them is bound obligating Parent applicable securities laws. (d) Hego has no obligation or any its subsidiaries right (contingent or otherwise) to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity securities of Parent or any of its subsidiaries or obligating Parent or any of its subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity securities of Parent or any of its subsidiaries or obligating Parent or any of its subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking. There are no outstanding contractual obligations, commitments, understandings or arrangements of Parent or any of its subsidiaries to repurchasepurchase, redeem or otherwise acquire any shares of Capital Stock or any interest therein or to pay any dividend or make any payment other distribution in respect thereof. (e) There are no agreements of Hego or its Subsidiaries to register any shares of capital stock of Parent securities under the Securities Act or any other securities law. There are no agreements to which Hego or any of its subsidiaries. The authorized capital stock of Sub consists of 75,000,000 Subsidiaries is a party, or to which any shares of common stockCapital Stock are subject, $0.001 par value per sharerelating to the voting of shares of Capital Stock or otherwise granting, limiting or affecting the rights pertaining to shares of Capital Stock. (f) The Hego share ledger in the Electronic Data Room (the "Hego Share Ledger") sets forth a true and complete list as of the date of this Agreement of all holders of Capital Stock and the shares of Capital Stock held by each holder. Except as forth on the Hego Payout Spreadsheet, no Stockholder will be entitled to receive any payment with respect to his, her or its shares have been issuedof Capital Stock as a result of this Agreement, the Stock Sale or any other of the transactions contemplated hereby. (g) There are not now, and will not be as of the Closing, any Hego Other Equity Rights outstanding or issuable.

Capital Structure. (i) The authorized capital stock of Parent Purchaser consists of 60,000,000 (i) 900,000,000 shares of Parent Purchaser Common Stock, $0.001 par value, of which 10,231,419 138,212,614 shares were outstanding as of October 20, 2003 and (ii) 100,000,000 shares of Parent Common Stock are issued and outstanding. There are no convertible notesPreferred Stock, options and otherwise instruments outstanding. immediately after the Effective Time of the Merger, 6,180,000 shares of Parent Common Stock held by the two affiliated shareholders shall be automatically cancelled, further to a separate Share Cancellation Agreement. Upon the cancellation of these shares, the Parent has agreed to transfer the assets, any intellectual property and liabilities to the former President of National Filings Agents, Inc. And, Phoenix Capital, Inc., has agreed to pay the two affiliated shareholders, the sum of Forty-five Thousand ($45,000) Dollars in exchange for the benefit of the Parent to complete the acquisition of Plantation Working Interests, LLC. (See Exhibit B.) Also authorized are 15,000,000 shares of preferred stock, $0.001 without par value, none of which is issued and are outstanding. Except as set forth abovefor Purchaser Common Stock issued upon exercise of Purchaser Stock Options, no shares of capital stock or other equity securities of Parent are issuedPurchaser Common Stock have been issued between October 20, reserved for issuance or outstanding2003 and the date hereof. All issued and outstanding shares of the capital stock of Parent are, and all shares which may be issued pursuant to this Agreement will be, when issued, Purchaser are duly authorized, validly issued, fully paid and nonassessable andnonassessable, not and no class of capital stock is entitled to (or has been issued in violation of) preemptive rights. Other than shares of Purchaser Common Stock reserved for issuance in connection with Purchaser’s 6.00% equity security units and 2,585,665 shares of Purchaser Common Stock reserved for issuance under the Purchaser ESPP (as defined in Section 4.2(b)), there were outstanding as of the date hereof no options, warrants or other rights to acquire capital stock from Purchaser other than the employee or director stock options exercisable for shares of Purchaser Common Stock (the “Purchaser Stock Options”) representing in the aggregate the right to purchase no more than 6,531,093 shares of Purchaser Common Stock under any stock option or similar plan of Purchaser (the “Purchaser Stock Plans”) or otherwise. All shares of Purchaser Common Stock to be issued in connection with the Merger and the other transactions contemplated hereby (including, without limitation, all shares of Purchaser Common Stock to be issued upon exercise of the Converted Options) will, when issued in accordance with the terms hereof, have been duly authorized, validly issued, fully paid and non-assessable, free and clear of all Liens (as defined in Section 8.13(h)). Section 3.1(b) of the Purchaser Disclosure Schedule sets forth a complete and correct list of (x) as of October 23, 2003, the number of shares of Purchaser Common Stock subject to preemptive rightsPurchaser Stock Options or other rights to purchase or receive Purchaser Common Stock granted under the Purchaser Stock Plans or otherwise, and issued in compliance the date of grant, vesting date, expiration date, exercise price and holder of each such Purchaser Stock Option, (y) as of October 23, 2003, the number of shares of restricted Purchaser Common Stock outstanding, and the date of grant, vesting date, expiration date and holder of each such share of restricted Purchaser Common Stock and (z) the total amount of deductions to be withheld for the quarterly pay period ending August 29, 2003, with all applicable state and federal laws concerning respect to purchases to be made pursuant to the issuance Purchaser ESPP. As of securities. There the date hereof, there are no outstanding shareholder agreements, voting trusts or other agreements or understandings to which Purchaser is a party or by which it is bound relating to the voting of any shares of the capital stock of Purchaser. (ii) No bonds, debentures, notes or other indebtedness or other securities of Parent Purchaser having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which shareholders of Parent may vote. , are issued or outstanding. (iii) Except as otherwise set forth abovein this Section 3.1(b), as of the date of this Agreement, there are no outstanding securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind to which Parent Purchaser or any of its subsidiaries Subsidiaries is a party or by which any of them is bound obligating Parent Purchaser or any of its subsidiaries Subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity voting securities of Parent Purchaser or any of its subsidiaries Subsidiaries or obligating Parent Purchaser or any of its subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity securities of Parent or any of its subsidiaries or obligating Parent or any of its subsidiaries Subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking. There Except as set forth in Section 3.1(b) of the Purchaser Disclosure Schedule, there are no outstanding contractual obligations, commitments, understandings or arrangements obligations of Parent Purchaser or any of its subsidiaries Subsidiaries to repurchase, redeem or otherwise acquire or make any payment in respect of any shares of capital stock of Parent Purchaser or any of its subsidiaries. The authorized capital stock of Sub consists of 75,000,000 shares of common stock, $0.001 par value per share, no shares have been issuedSubsidiaries.

Capital Structure. The authorized capital stock of Parent JHDG consists of 60,000,000 300,000,000 shares of Parent Common Stockcommon stock, $0.001 0.0001 par value, of which 10,231,419 value and no shares of Parent Common Stock Preferred Stock. As of the date hereof 196,900,000 shares of JHDG’s common stock and no shares of preferred stock are issued and outstanding. There are no convertible notes, options and otherwise instruments outstanding. immediately after the Effective Time of the Merger, 6,180,000 shares of Parent Common Stock held by the two affiliated shareholders shall be automatically cancelled, further to a separate Share Cancellation Agreement. Upon the cancellation of these shares, the Parent has agreed to transfer the assets, any intellectual property and liabilities to the former President of National Filings Agents, Inc. And, Phoenix Capital, Inc., has agreed to pay the two affiliated shareholders, the sum of Forty-five Thousand ($45,000) Dollars in exchange for the benefit of the Parent to complete the acquisition of Plantation Working Interests, LLC. (See Exhibit B.) Also authorized are 15,000,000 shares of preferred stock, $0.001 par value, none of which is issued and outstanding. Except as set forth above, no No shares of capital stock or other equity voting securities of Parent JHDG are issued, reserved for issuance or outstanding. All outstanding shares of the capital stock of Parent JHDG are, and all such shares which that may be issued pursuant prior to this Agreement the date hereof will be, be when issued, duly authorized, validly issued, fully paid and nonassessable and, non assessable and not subject to preemptive rights, and or issued in compliance with all applicable state and federal laws concerning violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of Florida law, the issuance JHDG Articles of securitiesIncorporation, the JHDG Bylaws or any Contract to which JHDG is a party or otherwise bound. There are no outstanding not any bonds, debentures, notes or other indebtedness or other securities of Parent JHDG having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which shareholders holders of Parent JHDG’s common stock may votevote (“Voting JHDG Debt”). Except as set forth aboveAs of the date of this Agreement, there are no outstanding securities, not any options, warrants, callsrights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, agreementsContracts, arrangements or undertakings of any kind to which Parent or any of its subsidiaries JHDG is a party or by which any of them it is bound (a) obligating Parent or any its subsidiaries JHDG to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity securities of Parent interests in, or any of its subsidiaries security convertible or obligating Parent exercisable for or exchangeable into any of its subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock of or other equity securities of Parent interest in, JHDG or any of its subsidiaries or Voting JHDG Debt, (b) obligating Parent or any of its subsidiaries JHDG to issue, grant, extend or enter into any such security, option, warrant, call, right, security, commitment, agreementContract, arrangement or undertakingundertaking or (c) that give any person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights occurring to holders of the capital stock of JHDG. There As of the date of this Agreement, there are no not any outstanding contractual obligations, commitments, understandings or arrangements obligations of Parent or any of its subsidiaries JHDG to repurchase, redeem or otherwise acquire or make any payment in respect of any shares of capital stock of Parent or any of its subsidiariesJHDG. The authorized capital stock stockholder list provided to Cardinal is a current stockholder and such list accurately reflects all of Sub consists of 75,000,000 the issued and outstanding shares of the JHDG’s common stock, $0.001 par value per share, no shares have been issued.

Capital Structure. The authorized capital stock of Parent the Company consists of 60,000,000 shares of Parent Common Stock, $0.001 par value10,000,000 Shares, of which 10,231,419 shares of Parent Common Stock 3,200,009 Shares are issued and outstanding. There are no convertible notes, options and otherwise instruments outstanding. immediately after the Effective Time outstanding as of the Mergerdate of this Agreement, 6,180,000 shares of Parent Common Stock held by the two affiliated shareholders shall be automatically cancelled, further to a separate Share Cancellation Agreement. Upon the cancellation of these shares, the Parent has agreed to transfer the assets, any intellectual property and liabilities to the former President of National Filings Agents, Inc. And, Phoenix Capital, Inc., has agreed to pay the two affiliated shareholders, the sum of Forty-five Thousand ($45,000) Dollars in exchange for the benefit of the Parent to complete the acquisition of Plantation Working Interests, LLC. (See Exhibit B.) Also authorized are 15,000,000 1,000,000 shares of preferred stock, par value $0.001 par value1.00 per share (the "Preferred Shares"), none of which is none are outstanding. All of the outstanding Shares have been duly authorized and are validly issued, fully paid and nonassessable. The Company has no Shares or Preferred Shares reserved for or subject to issuance, except (A) 70,000 Preferred Shares, designated Series I Junior Preferred Stock, subject to issuance upon exercise of the rights (the "Rights") issued pursuant to the Rights Agreement, dated as of November 18, 1998 (the "Company Rights Agreement"), between the Company and American Stock Transfer & Trust Co., as Rights Agent, and (B) 755,000 Shares reserved for issuance under the Company's stock option or other equity-based compensation plans identified in Section 5.1(c) of the Company Disclosure Letter (collectively, the "Company Stock Option Plans"), of which options to acquire not more than 176,800 Shares are outstanding as of the date of this Agreement. Section 5.1(c) of the Company Disclosure Letter sets forth a correct and complete list of each outstanding option to purchase Shares under the Company Stock Option Plans, as hereinafter defined (each a "Company Option"), as of the date hereof, including the holder, date of grant, exercise price, vesting status and number of Shares subject thereto. All issued and outstanding. Except as set forth above, no outstanding shares of capital stock or other equity securities of Parent each of the Company's Subsidiaries are issued, reserved for issuance or outstanding. All outstanding shares of capital stock of Parent are, and all shares which may be issued pursuant to this Agreement will be, when issued, duly authorized, validly issued, fully paid and nonassessable andand owned by the Company or a direct or indirect wholly owned Subsidiary of the Company, not subject to preemptive rightsfree and clear of any lien, pledge, security interest, claim or other encumbrance. Except as set forth above or as disclosed in Section 5.1(c) of the Company Disclosure Letter, there are no shares of capital stock of the Company authorized, issued or outstanding, and issued in compliance with all applicable state and federal laws concerning the issuance of securities. There are no outstanding bonds, debentures, notes or other indebtedness or other securities of Parent having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which shareholders of Parent may vote. Except except as set forth above, there are no preemptive rights nor any outstanding securitiessubscriptions, options, warrants, calls, rights, commitments, agreements, arrangements convertible securities or undertakings other agreements or commitments of any kind character (including any restriction on the right to which Parent vote, sell or any of its subsidiaries is a party or by which any of them is bound obligating Parent or any its subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity securities of Parent or any of its subsidiaries or obligating Parent or any of its subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity securities of Parent or any of its subsidiaries or obligating Parent or any of its subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking. There are no outstanding contractual obligations, commitments, understandings or arrangements of 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 Parent or any of its subsidiaries. The authorized capital stock of Sub consists of 75,000,000 shares of common stock, $0.001 par value per share, no shares have been issued.otherwise

Capital Structure. The (a) As of October 31, 2000, the authorized capital stock of Parent consists Commerce One consisted of 60,000,000 950,000,000 shares of Parent Commerce One Common Stock of which 192,883,704 shares were issued and outstanding, and 50,000,000 shares of undesignated Preferred Stock, $0.001 0.0001 par value, of which 10,231,419 shares of Parent Common Stock are issued and outstanding. There are no convertible notes, options and otherwise instruments outstanding. immediately after the Effective Time of the Merger, 6,180,000 shares of Parent Common Stock held by the two affiliated shareholders shall be automatically cancelled, further to a separate Share Cancellation Agreement. Upon the cancellation of these shares, the Parent has agreed to transfer the assets, any intellectual property and liabilities to the former President of National Filings Agents, Inc. And, Phoenix Capital, Inc., has agreed to pay the two affiliated shareholders, the sum of Forty-five Thousand value ($45,000) Dollars in exchange for the benefit of the Parent to complete the acquisition of Plantation Working Interests, LLC. (See Exhibit B.) Also authorized are 15,000,000 shares of preferred stock, $0.001 par value"COMMERCE ONE PREFERRED STOCK"), none of which is were issued or outstanding. All such shares of Commerce One Common Stock have been duly authorized, and all such issued and outstandingoutstanding shares have been validly issued, are fully paid and nonassessable and are free of any liens or encumbrances other than any liens or encumbrances created by or imposed upon the holders thereof. As of October 31, 2000, Commerce One has authorized 74,552,484 shares of Commerce One Common Stock for issuance, pursuant to its incentive, nonqualified, employee, and director stock and option or stock purchase plans (the "PLANS"), 44,476,360 of which were issuable upon exercise of such outstanding stock options as of such date. In addition, 9,256,000 other shares of Commerce One Common Stock are issuable pursuant to stock options (other than those described above), warrants, rights, convertible or exchangeable securities or other agreements outstanding as of October 31, 2000. Except as set forth abovein this Section 5.4(a) or as contemplated by this Agreement, no shares as of capital stock or other equity securities of Parent are issuedOctober 31, reserved for issuance or outstanding. All outstanding shares of capital stock of Parent are, and all shares which may be issued pursuant to this Agreement will be, when issued, duly authorized, validly issued, fully paid and nonassessable and, not subject to preemptive rights, and issued in compliance with all applicable state and federal laws concerning the issuance of securities. There are no outstanding bonds, debentures, notes or other indebtedness or other securities of Parent having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which shareholders of Parent may vote. Except as set forth above2000, there are no outstanding securities, other options, warrants, calls, rights, commitmentsconvertible or exchangeable securities, agreements, arrangements commitments or undertakings agreements of any kind character to which Parent or any of its subsidiaries Commerce One is a party or by which any of them it is bound obligating Parent or any its subsidiaries Commerce One to issue, deliver deliver, sell, repurchase or sellredeem, or cause to be issued, delivered or delivered, sold, additional repurchased or redeemed, any shares of the capital stock or other equity securities of Parent Commerce One or any securities convertible into or exchangeable for capital stock of its subsidiaries Commerce One or obligating Parent or any of its subsidiaries Commerce One to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity securities of Parent or any of its subsidiaries or obligating Parent or any of its subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, commitment or agreement, arrangement or undertakingincluding but not limited to any shareholder rights plan (collectively, "EQUITY RIGHTS"). There As of the date hereof, there are no outstanding contractual obligations, commitments, understandings or arrangements of Parent or any of its subsidiaries to repurchase, redeem or otherwise acquire or make any payment in respect of any additional shares of capital stock of Parent Commerce One Common Stock, Commerce One Preferred Stock or any of its subsidiaries. The authorized capital stock of Sub consists of 75,000,000 other shares of common stockissuable pursuant to the Plans or Equity Rights that represent a material change to the foregoing, $0.001 par value per shareand, no shares have from October 31, 2000 until the date hereof, there has not been issueddeclared, effected or established a record date for, and neither Commerce One nor Holdco has entered into an agreement providing for, a Section 11(a) Transaction, an Adjustment Event or a shareholder rights plan.

Capital Structure. Except as otherwise disclosed in the Exchange Act Reports: (1) The authorized capital stock of Parent AmeriNet consists of 60,000,000 20,000,000 shares of Parent Common Stock, par value $0.001 0.01 per share, and 5,000,000 shares of Preferred Stock, $0.01 par valuevalue per share, the attributes of which 10,231,419 are to be determined on a case by case basis by AmeriNet's board of directors. (2) AmeriNet had 7,370,026 shares of Parent Common Stock are issued and outstanding. There are no convertible notesoutstanding as of November 12, options 1999 and otherwise instruments outstanding. immediately after the Effective Time of the Merger, 6,180,000 shares of Parent Common Stock held by the two affiliated shareholders shall be automatically cancelled, further to a separate Share Cancellation Agreement. Upon the cancellation of these shares, the Parent has agreed to transfer the assets, any intellectual property and liabilities to the former President of National Filings Agents, Inc. And, Phoenix Capital, Inc., has agreed to pay the two affiliated shareholders, the sum of Forty-five Thousand ($45,000) Dollars in exchange for the benefit of the Parent to complete the acquisition of Plantation Working Interests, LLC. (See Exhibit B.) Also authorized are 15,000,000 shares of preferred stock, $0.001 par value, none of which is issued and outstanding. Except as set forth above, no shares of capital stock or other equity securities Preferred Stock have ever been issued. (3) AmeriNet has reserved 4,884,980 shares of Parent are issued, reserved Common Stock for issuance or outstanding. All outstanding shares of capital stock of Parent are, and all shares which may (including those to be issued pursuant to this Agreement will beAgreement) as described in AmeriNet's 10-QSB for the calendar quarter ended September 30, when issued, duly authorized, validly issued, fully paid and nonassessable and, not subject to preemptive rights, and issued in compliance with all applicable state and federal laws concerning the issuance of securities. 1999. (4) There are no outstanding bonds, debentures, notes or other indebtedness or other securities of Parent having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which shareholders of Parent may vote. Except as set forth above, there are no outstanding securities, options, warrants, calls, rights, commitments, agreements, arrangements commitments or undertakings agreements of any kind character to which Parent or any of its subsidiaries AmeriNet is a party or by which any of them it is bound obligating Parent or any its subsidiaries AmeriNet to issue, deliver deliver, sell, repurchase or sellredeem, or cause to be issued, delivered or delivered, sold, additional repurchased or redeemed, any shares of capital stock or other equity securities the Capital Stock of Parent or any of its subsidiaries AmeriNet or obligating Parent or any of its subsidiaries AmeriNet to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity securities of Parent or any of its subsidiaries or obligating Parent or any of its subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, commitment or agreement, arrangement or undertaking. There are no outstanding contractual obligationsexcept in conjunction with acquisitions under negotiation. (5) Pursuant to AmeriNet's Articles of Incorporation, commitments, understandings or arrangements they may be amended by action of Parent or any the board of its subsidiaries directors without stockholder approval to repurchase, redeem or otherwise acquire or make any payment in respect increase the amount of any authorized Capital Stock. (B) The authorized Capital Stock of American Internet consists of 30,000,000 shares of capital stock of Parent or any of its subsidiaries. The authorized capital stock of Sub consists of 75,000,000 shares of common stockCommon Stock, par value $0.001 par value per share, 100 shares of which, as of the date hereof, are issued and outstanding and are held by AmeriNet, no shares being reserved for any purpose, other than as may be required under ongoing negotiations for other acquisitions or with reference to the ▇▇▇▇▇▇ Option granted in Section 5.14 of this Agreement. (C) All of AmeriNet's and American Internet's shares of Capital Stock have been duly authorized, and all of their issued and outstanding shares of Capital Stock have been validly issued, are fully paid and nonassessable and are free of any liens or encumbrances other than any liens or encumbrances created by or imposed upon the holders thereof. (D) The shares of AmeriNet Common Stock to be issued pursuant to the Merger will be duly authorized, validly issued, fully paid, and nonassessable.

Capital Structure. The (a) As of the date of this Agreement, the authorized capital stock of Parent the Company consists solely of 60,000,000 (i) 200,000,000 shares of Parent Common Stock, $0.001 par value, of which 10,231,419 43,590,915 shares of Parent Common Stock are issued and outstanding. There outstanding and 6,500,000 shares are no convertible notes, options and otherwise instruments outstanding. immediately after the Effective Time of the Merger, 6,180,000 shares of Parent Common Stock held by the two affiliated shareholders shall be automatically cancelled, further to a separate Share Cancellation Agreement. Upon the cancellation of these shares, the Parent has agreed to transfer the assets, any intellectual property and liabilities reserved for issuance pursuant to the former President of National Filings AgentsCompany’s 2008 Omnibus Incentive Plan , Inc. And, Phoenix Capital, Inc., has agreed to pay the two affiliated shareholders, the sum of Forty-five Thousand and ($45,000ii) Dollars in exchange for the benefit of the Parent to complete the acquisition of Plantation Working Interests, LLC. (See Exhibit B.) Also authorized are 15,000,000 10,000,000 shares of preferred stock, $0.001 par value, none of which is zero (0) shares are issued and outstandingoutstanding and zero (0) shares are reserved for issuance. Except as set forth aboveAs of the Closing, no and after giving effect to the Transaction, the authorized capital stock of the Company shall consist solely of 400,000,000 shares of capital stock or other equity securities Common Stock and up to 20,000,000 shares of Parent are preferred stock, and the number of shares issued, outstanding and reserved for issuance shall consist solely of (w) the shares of Common Stock and preferred stock referred to in the foregoing sentence, (x) the Purchased Common Shares, (y) a number of shares of Common Stock to be issued to each of ▇▇. ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ and ▇▇▇▇▇▇ Corporation in connection with the MPR Investment and ▇▇▇▇▇▇ Investment at the Common Share Purchase Price and (z) the Shares of Common Stock and 6.0% Series A Perpetual Convertible Preferred Stock to be issued in connection with the BDT Investment and (xx) shares of Common Stock issued or outstandingreserved for issuance under the Company’s 2008 Omnibus Incentive Plan, as outstanding in the SEC Report for the three months ended June 30, 2011 and any awards under the plan granted in the ordinary course of business since such SEC Report. All outstanding No other shares of capital stock of Parent are, and all shares which may be issued pursuant to this Agreement will be, when issued, duly the company are authorized, issued and outstanding or reserved for issuance. (b) Subject to the Company obtaining shareholder approval as contemplated in Section 5.1 of the BDT Purchase Agreement, the Purchased Common Shares have been duly authorized and upon the Closing shall be (i) validly issued, fully paid and nonassessable andnonassessable, (ii) not subject to preemptive rights, and issued in compliance with all applicable state and federal laws concerning the issuance of securities. There are no outstanding bonds, debentures, notes or other indebtedness or other securities of Parent having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which shareholders of Parent may vote. Except as set forth above, there are no outstanding securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings violation of any kind purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the Charter or Bylaws of the Company or any Contract to which Parent the Company or any of its subsidiaries is a party or by which any of them its or their respective assets are bound, and (iii) free and clear of all Encumbrances. (c) The Company has not issued any Voting Debt that is bound obligating Parent outstanding. Except as set forth in the SEC Reports or any its subsidiaries in Schedule 3.3(c) of the Company Disclosure Schedules to issuethe BDT Purchase Agreement, deliver there are no (A) outstanding obligations, options, warrants, convertible securities, exchangeable securities, securities or sellrights that are linked to the value of the Common Stock or other rights, agreements or cause commitments relating to be issued, delivered the capital stock of the Company or sold, additional that obligate the Company to issue or sell or otherwise transfer shares of capital stock or other equity securities of Parent the Company or any of its subsidiaries securities convertible into or obligating Parent or exchangeable for any of its subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity securities of Parent the Company or any Voting Debt of its subsidiaries or obligating Parent or any the Company, (B) outstanding obligations of its subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking. There are no outstanding contractual obligations, commitments, understandings or arrangements of Parent or any of its subsidiaries the Company to repurchase, redeem or otherwise acquire shares of capital stock of the Company, (C) voting trusts, stockholder agreements, proxies or make other agreements or understandings in effect with respect to the voting or transfer of shares of capital stock of the Company (but only to the Company’s knowledge with respect to any payment such agreements to which neither the Company nor any subsidiary of the Company is a party), or (D) rights of first refusal, preemptive rights, subscription rights or any similar rights with respect to the capital stock of the Company under the Charter or Bylaws or any Contract to which the Company or any subsidiary of the Company is a party or by which any of its assets are bound. True, correct, and complete copies of the Charter and the Bylaws have been filed as exhibits to the Company’s SEC Reports. Neither the Company, nor any of its subsidiaries has any “stockholder rights plan”, “poison pill” or any similar arrangement in respect effect. (d) The shares of outstanding capital stock of the Company’s subsidiaries are duly authorized, validly issued, fully paid and nonassessable, and are held of record and beneficially owned by the Company or a subsidiary of the Company. There is no Voting Debt of any subsidiary of the Company that is outstanding. Except as set forth in the SEC Reports or in Schedule 3.3(d) of the Company Disclosure Schedules to the BDT Purchase Agreement, there are no (i) outstanding obligations, options, warrants, convertible securities, exchangeable securities, securities or rights that are linked to the value of the Common Stock or other rights, agreements or commitments, in each case, relating to the capital stock or equity interests of the subsidiaries of the Company or that obligate the Company or its subsidiaries to issue or sell or otherwise transfer shares of the capital stock or any securities convertible into or exchangeable for any shares of capital stock of Parent or any Voting Debt of its subsidiaries. The authorized any subsidiary of the Company, (ii) outstanding obligations of the subsidiaries of the Company to repurchase, redeem or otherwise acquire shares of their respective capital stock or equity interests, (iii) voting trusts, stockholder agreements, proxies or other agreements or understandings in effect with respect to the voting or transfer of shares of capital stock of Sub consists the subsidiaries of 75,000,000 shares the Company (but only to the Company’s knowledge with respect to any such agreements to which neither the Company nor any subsidiary of common stockthe Company is a party), $0.001 par value per shareor (iv) rights of first refusal, no shares have been issuedpreemptive rights, subscription rights or any similar rights under any provision of the governing documents of any material subsidiary or any non-wholly owned subsidiary of the Company.

Capital Structure. The authorized registered capital of HMDF and the total number of shares and type of all authorized, issued and outstanding capital stock of Parent consists of 60,000,000 HMDF and all shares of Parent Common Stockcapital stock of HMDF reserved for issuance under HMDF’s various option and incentive plans, $0.001 par value, of which 10,231,419 shares of Parent Common Stock are issued and outstanding. There are no convertible notes, options and otherwise instruments outstanding. immediately after the Effective Time set forth in Section 3.1(b) of the Merger, 6,180,000 shares of Parent Common Stock held by the two affiliated shareholders shall be automatically cancelled, further to a separate Share Cancellation Agreement. Upon the cancellation of these shares, the Parent has agreed to transfer the assets, any intellectual property and liabilities to the former President of National Filings Agents, Inc. And, Phoenix Capital, Inc., has agreed to pay the two affiliated shareholders, the sum of Forty-five Thousand ($45,000) Dollars in exchange for the benefit of the Parent to complete the acquisition of Plantation Working Interests, LLC. (See Exhibit B.) Also authorized are 15,000,000 shares of preferred stock, $0.001 par value, none of which is issued and outstandingHMDF Disclosure Schedule. Except as set forth above, in Section 3.1(b) of the HMDF Disclosure Schedule: (i) no shares of capital stock or other equity voting securities of Parent HMDF are issued, reserved for issuance or outstanding. All ; (ii) all outstanding shares of the capital stock of Parent are, and all shares which may be issued pursuant to this Agreement will be, when issued, HMDF are duly authorized, validly issued, fully paid and nonassessable and, and are not subject to preemptive rights, and or issued in compliance with all applicable state and federal laws concerning violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the issuance HMDF Constituent Instruments or any Contract to which any of securities. There the HMDF Parties is a party or otherwise bound; (iii) there are no outstanding bonds, debentures, notes or other indebtedness or other securities of Parent HMDF having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which shareholders holders of Parent the shares of capital stock of HMDF may vote. Except as set forth above, vote (“Voting HMDF Debt”); (iv) there are no outstanding securities, options, warrants, callsrights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, agreementsContracts, arrangements or undertakings of any kind to which Parent or any of its subsidiaries HMDF is a party or by which any of them is bound (A) obligating Parent or any its subsidiaries HMDF to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity securities of Parent interests in, or any of its subsidiaries security convertible or obligating Parent exercisable for or exchangeable into any of its subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock of or other equity securities of Parent interest in, HMDF or any of its subsidiaries Voting HMDF Debt, or (B) obligating Parent or any of its subsidiaries HMDF to issue, grant, extend or enter into any such security, option, warrant, call, right, security, commitment, agreementContract, arrangement or undertaking. There ; (v) as of the date of this Agreement, there are no outstanding contractual obligations, commitments, understandings or arrangements obligations of Parent or any of its subsidiaries HMDF to repurchase, redeem or otherwise acquire any shares of HMDF capital stock; and (vi) except for the Structure Agreements, none of the HMDF Parties is a party to any voting trust or make other voting agreement or Contract with respect to any payment in respect of any the shares of capital stock of Parent any HMDF Party or to any agreement relating to the issuance, sale, redemption, transfer or other disposition of its subsidiaries. The authorized the capital stock of Sub consists of 75,000,000 shares of common stock, $0.001 par value per share, no shares have been issuedany HMDF Party.

Capital Structure. The (a) As of the date of this Agreement, the authorized share capital stock of Parent consists Purchaser consisted of 60,000,000 (a) 100,000,000 shares of Parent Common Stock, $0.001 par value, of which 10,231,419 1,465,238 shares of Parent Common Stock are were issued and outstanding. There are no convertible notes, options outstanding and otherwise instruments outstanding. immediately after the Effective Time of the Merger, 6,180,000 shares of Parent Common Stock held by the two affiliated shareholders shall be automatically cancelled, further to a separate Share Cancellation Agreement. Upon the cancellation of these shares, the Parent has agreed to transfer the assets, any intellectual property and liabilities to the former President of National Filings Agents, Inc. And, Phoenix Capital, Inc., has agreed to pay the two affiliated shareholders, the sum of Forty-five Thousand ($45,000b) Dollars in exchange for the benefit of the Parent to complete the acquisition of Plantation Working Interests, LLC. (See Exhibit B.) Also authorized are 15,000,000 10,000,000 shares of preferred stock, $0.001 par valuevalue per share (“Preferred Stock”), none of which is (i) 2,000 shares of Preferred Stock have been designated as Series A Convertible Preferred stock and of which 500 shares were issued and outstanding, and (ii) 3,000 shares of Preferred Stock have been designated as Series B Convertible Preferred Stock and of which no shares were issued and outstanding. Except as set forth above, no shares All of capital stock or other equity securities of Parent are issued, reserved for issuance or outstanding. All the issued and outstanding shares of capital stock of Parent areCommon Stock have been duly authorized and are validly issued, fully paid and all shares non- assessable. All Common Shares which may are to be issued pursuant to this Agreement the Acquisition have been duly authorized and will be, when issued, duly authorizedissued in accordance with the terms of this Agreement, validly issued, fully paid and nonassessable and, non-assessable and are not subject to any preemptive rightsor similar right. (b) As of the date of this Agreement, no shares of the Purchaser’s Common Stock are held in treasury by Purchaser, 254,545 shares of Common Stock are reserved for issuance in connection with the exercise of outstanding options and issued warrants and approximately 426,680 shares of Common Stock are reserved for issuance in compliance connection with all applicable state and federal laws concerning the issuance exercise of securities. There are no outstanding bondsconvertible securities (collectively, debentures, notes or other indebtedness or other securities of Parent having the right to vote “Purchaser Convertible Securities”). (or convertible into, or exchangeable for, securities having the right to votec) on any matters on which shareholders of Parent may vote. Except as set forth abovedisclosed on Schedule 6.2, there are no outstanding securitiessubscriptions, options, warrants, calls, rightsContracts, commitments, agreementsunderstandings, arrangements restrictions, arrangements, rights or undertakings warrants, including any right of conversion or exchange under any kind to which Parent outstanding security, instrument or other agreement and also including any of its subsidiaries is a party rights plan or by which any of them is bound other antitakeover agreement, obligating Parent or any its subsidiaries Purchaser to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of the capital stock or other equity securities of Parent or any of its subsidiaries Purchaser or obligating Parent or any of its subsidiaries Purchaser to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity securities of Parent or any of its subsidiaries or obligating Parent or any of its subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement agreement or undertakingcommitment and there are no outstanding stock appreciation rights or similar derivative securities or rights of Purchaser. There are no outstanding contractual obligationsvoting trusts, commitments, irrevocable proxies or other agreements or understandings to which Purchaser is a party or arrangements of Parent or any of its subsidiaries is bound with respect to repurchase, redeem or otherwise acquire or make any payment in respect the voting of any shares of Common Stock to the Knowledge of the Purchaser. (d) Purchaser does not own, directly or indirectly, any capital stock of Parent of, or other equity or voting interests in, any entities, other than CATI Operating, LLC, a Texas limited liability company (“SPV”) which is wholly-owned by Purchaser. Purchaser has transferred substantially all of its subsidiaries. The authorized assets, including the Purchaser Oil and Gas Properties, and senior debt obligations, to SPV as of the date of this Agreement, which obligations are non-recourse from the Purchaser itself. (e) Immediately following the Closing, the capital stock structure of Sub consists of 75,000,000 shares of common stock, $0.001 par value per share, no shares have been issued.Purchaser shall be as set forth in Exhibit G.

Capital Structure. The Corporation’s authorized capital stock of Parent consists of 60,000,000 shares an unlimited number of Parent Common StockShares and an unlimited number of preferred shares, $0.001 par value, issuable in series. As of which 10,231,419 shares the date of Parent this Subscription Agreement: (a) there are no outstanding securities of the Corporation other than: (i) 216,542,042 Common Stock are Shares issued and outstanding. There are no convertible notes, options outstanding as fully paid and otherwise instruments outstanding. immediately after non-assessable common shares in the Effective Time capital of the MergerCorporation, 6,180,000 shares (ii) 15,798,003 options to purchase Common Shares, (iii) warrants (other than Facility Warrants and Commitment Warrants) exercisable into 62,174,960 Common Shares, (iv) $21,463,000 aggregate principal amount of Parent Common Stock held by the two affiliated shareholders shall be automatically cancelled, further to a separate Share Cancellation Agreement. Upon the cancellation of these shares, the Parent has agreed to transfer the assets, any intellectual property and liabilities senior secured convertible debentures pursuant to the former President of National Filings Agents, Inc. And, Phoenix Capital, Inc., has agreed to pay the two affiliated shareholders, the sum of Forty-five Thousand ($45,000) Dollars in exchange for the benefit of the Parent to complete the acquisition of Plantation Working Interests, LLC. (See Exhibit B.) Also authorized are 15,000,000 shares of preferred stock, $0.001 par value, none of which is issued and outstanding. Except as set forth above, no shares of capital stock or other equity securities of Parent are issued, reserved for issuance or outstanding. All outstanding shares of capital stock of Parent areSecured Trust Indenture, and all shares which may be (v) any Securities issued pursuant to this Agreement will beSubscription Agreement; (b) to the knowledge of the Corporation, when issuedafter reasonable inquiry, duly authorized, validly issued, fully paid no person has a beneficial interest in 20% or more of the issued and nonassessable and, not subject outstanding Common Shares; (c) other than the securities referred to preemptive rights, and issued in compliance with all applicable state and federal laws concerning Section 6.5(a) or as subsequently disclosed to the issuance of securities. There are no outstanding bonds, debentures, notes or other indebtedness or other securities of Parent having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which shareholders of Parent may vote. Except as set forth aboveInvestor in writing, there are no outstanding securities, options, warrants, calls, rights, commitments, agreements, arrangements agreements or undertakings of any kind to which Parent or any of its subsidiaries the Corporation is a party party, or by which any of them it is bound bound, obligating Parent or any its subsidiaries it to offer, issue, deliver or deliver, sell, repurchase or redeem or cause to be offered, issued, delivered or delivered, sold, additional repurchased or redeemed any shares of in its authorized capital stock or other equity securities of Parent or any of its subsidiaries or obligating Parent or any of its subsidiaries it to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity securities of Parent or any of its subsidiaries or obligating Parent or any of its subsidiaries to issue, grant, extend grant or enter into any such security, option, warrant, call, right, commitmentcommitment or agreement; (d) all of the issued and outstanding Common Shares in the Corporation and in each Subsidiary are duly authorized, agreementvalidly issued and fully paid; and (e) other than pursuant to the terms and conditions of any securities of the Corporation outstanding as of the date of this Subscription Agreement, arrangement or undertaking. There are no outstanding contractual obligations, commitments, understandings or arrangements of Parent person has any right to require the Corporation or any of its subsidiaries to repurchaseSubsidiaries to, redeem at any time, offer, transfer, create, issue or otherwise acquire allot any share, loan capital or make other securities (or any payment rights or interest in respect them) of any shares of capital stock of Parent the Corporation or any of its subsidiaries. The authorized capital stock Subsidiaries, and neither the Corporation nor any of Sub consists of 75,000,000 shares of common stockits Subsidiaries has agreed to confer any such rights, $0.001 par value per share, and no shares have been issuedperson has claimed any such right.

Capital Structure. The Corporation’s authorized capital stock of Parent consists of 60,000,000 shares an unlimited number of Parent Common StockShares and an unlimited number of preferred shares, $0.001 par value, issuable in series. As of which 10,231,419 shares the date of Parent this Subscription Agreement: (a) there are no outstanding securities of the Corporation other than: (i) 1,187,486,963 Common Stock are Shares issued and outstanding. There are no convertible notes, options outstanding as fully paid and otherwise instruments outstanding. immediately after non-assessable common shares in the Effective Time capital of the MergerCorporation, 6,180,000 shares of Parent (ii) 35,492,500 options to purchase Common Stock held by the two affiliated shareholders shall be automatically cancelledShares, further to a separate Share Cancellation Agreement. Upon the cancellation of these shares, the Parent has agreed to transfer the assets, any intellectual property (iii) 88,172,595 warrants (other than Facility Warrants and liabilities to the former President of National Filings Agents, Inc. And, Phoenix Capital, Inc., has agreed to pay the two affiliated shareholders, the sum of Forty-five Thousand ($45,000Commitment Warrants) Dollars in exchange for the benefit of the Parent to complete the acquisition of Plantation Working Interests, LLC. (See Exhibit B.) Also authorized are 15,000,000 shares of preferred stock, $0.001 par value, none of which is issued and outstanding. Except as set forth above, no shares of capital stock or other equity securities of Parent are issued, reserved for issuance or outstanding. All outstanding shares of capital stock of Parent areexercisable into 88,172,595 Common Shares, and all shares which may be (iv) any Securities issued pursuant to this Agreement will beSubscription Agreement; (b) to the knowledge of the Corporation, when issuedafter reasonable inquiry, duly authorized, validly issued, fully paid no person has a beneficial interest in 20% or more of the issued and nonassessable and, not subject outstanding Common Shares; (c) other than the securities referred to preemptive rights, and issued in compliance with all applicable state and federal laws concerning Section 6.5(a) or as subsequently disclosed to the issuance of securities. There are no outstanding bonds, debentures, notes or other indebtedness or other securities of Parent having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which shareholders of Parent may vote. Except as set forth aboveInvestor in writing, there are no outstanding securities, options, warrants, calls, rights, commitments, agreements, arrangements agreements or undertakings of any kind to which Parent or any of its subsidiaries the Corporation is a party party, or by which any of them it is bound bound, obligating Parent or any its subsidiaries it to offer, issue, deliver or deliver, sell, repurchase or redeem or cause to be offered, issued, delivered or delivered, sold, additional repurchased or redeemed any shares of in its authorized capital stock or other equity securities of Parent or any of its subsidiaries or obligating Parent or any of its subsidiaries it to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity securities of Parent or any of its subsidiaries or obligating Parent or any of its subsidiaries to issue, grant, extend grant or enter into any such security, option, warrant, call, right, commitmentcommitment or agreement; (d) all of the issued and outstanding Common Shares in the Corporation and in each Subsidiary are duly authorized, agreementvalidly issued and fully paid; and (e) other than pursuant to the terms and conditions of any securities of the Corporation outstanding as of the date of this Subscription Agreement, arrangement or undertaking. There are no outstanding contractual obligations, commitments, understandings or arrangements of Parent person has any right to require the Corporation or any of its subsidiaries to repurchaseSubsidiaries to, redeem at any time, offer, transfer, create, issue or otherwise acquire allot any share, loan capital or make other securities (or any payment rights or interest in respect them) of any shares of capital stock of Parent the Corporation or any of its subsidiaries. The authorized capital stock Subsidiaries, and neither the Corporation nor any of Sub consists of 75,000,000 shares of common stockits Subsidiaries has agreed to confer any such rights, $0.001 par value per share, and no shares have been issuedperson has claimed any such right.

Capital Structure. 3.1.2.1 The authorized capital stock of Parent Carnival consists of 60,000,000 960,000,000 shares of Parent Carnival Common Stock, $0.001 par value, of which 10,231,419 586,776,338 shares were issued and outstanding as of the close of business on October 16, 2002, and 40,000,000 shares of Parent Common Stock are issued and outstanding. There are no convertible notesPreferred Stock, options and otherwise instruments outstanding. immediately after the Effective Time of the Merger, 6,180,000 shares of Parent Common Stock held by the two affiliated shareholders shall be automatically cancelled, further to a separate Share Cancellation Agreement. Upon the cancellation of these shares, the Parent has agreed to transfer the assets, any intellectual property and liabilities to the former President of National Filings Agents, Inc. And, Phoenix Capital, Inc., has agreed to pay the two affiliated shareholders, the sum of Forty-five Thousand par value $0.01 per share ($45,000"Carnival Preferred Stock") Dollars in exchange for the benefit of the Parent to complete the acquisition of Plantation Working Interests, LLC. (See Exhibit B.) Also authorized are 15,000,000 shares of preferred stock, $0.001 par value, none of which is outstanding as of the date hereof. All of the outstanding shares of Carnival Common Stock have been duly authorized and validly issued and outstandingare paid and non-assessable. Except Carnival has no shares of Carnival Common Stock or Carnival Preferred Stock reserved for or otherwise subject to issuance, except that as set forth aboveof the close of business on October 16, 2002, there were no more than 56,804,852 shares of Carnival Common Stock subject to issuance pursuant to the plans of Carnival identified in paragraph 3.1.2.1 of the Carnival Disclosure Letter as being the only Compensation and Benefit Plans or agreements pursuant to which Carnival Common Stock may be issued (the "Carnival Stock Plans"). Each of the outstanding shares of capital stock or other equity securities ownership interests of Parent are issued, reserved for issuance or outstanding. All outstanding shares each of capital stock of Parent are, and all shares which may be issued pursuant to this Agreement will be, when issued, Carnival's Significant Subsidiaries is duly authorized, validly issued, fully paid and nonassessable andnon-assessable and owned by Carnival or a direct or indirect wholly owned Subsidiary of Carnival, not subject to in each case free and clear of any Lien. Except as set forth above or as contemplated by this Agreement, 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 which obligate Carnival or any of its Subsidiaries to issue or sell any shares of capital stock or other securities of Carnival 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 from Carnival or any of its Subsidiaries, any securities of Carnival or any of its Subsidiaries, and no securities or obligations evidencing such rights are authorized, issued or outstanding. Except as described in compliance with all applicable state and federal laws concerning the issuance of securities. There are no Carnival Disclosure Letter, Carnival does not have outstanding any bonds, debentures, notes or other indebtedness or other securities obligations the holders of Parent having which have the right to vote (or which are convertible into, into or exchangeable for, exercisable for securities having the right to vote) with the shareholders of Carnival on any matters matter. 3.1.2.2 The authorized share capital of P&O Princess is $375 million divided into 750,000,000 P&O Princess Ordinary Shares. As of the close of business on which shareholders October 22, 2002, the allotted and issued share capital of Parent may voteP&O Princess consisted of 693,168,355 P&O Princess Ordinary Shares. Except All of those P&O Princess Ordinary Shares have been duly authorized and validly issued and are fully paid or credited as set forth abovefully paid. P&O Princess has no P&O Princess Ordinary Shares reserved for or otherwise subject to issuance, except that, as of the close of business on October 22, 2002, there are were no outstanding securities, options, warrants, calls, rights, commitments, agreements, arrangements more than 10,000,000 P&O Princess Ordinary Shares and no more than 2,000,000 P&O Princess ADSs subject to issuance pursuant to the plans of P&O Princess identified in subparagraph 3.1.2.2 of the P&O Princess Disclosure Letter as being the only Compensation and Benefit Plans or undertakings of any kind agreements pursuant to which Parent or any P&O Princess Ordinary Shares may be issued (the "P&O Princess Option Plans"). Each of its subsidiaries is a party or by which any of them is bound obligating Parent or any its subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional the outstanding shares of capital stock or other equity securities ownership interests of Parent each of P&O Princess' Significant Subsidiaries is duly authorized, validly issued, fully paid and non-assessable and owned by P&O Princess or a direct or indirect wholly owned Subsidiary of P&O Princess, in each case free and clear of any Lien. Except as set forth above or as contemplated by this Agreement, 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 which obligate P&O Princess or any of its subsidiaries Subsidiaries to issue or obligating Parent or to sell any of its subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity securities of Parent P&O Princess or any of its subsidiaries Subsidiaries or obligating Parent any securities or obligations convertible or exchangeable into or exercisable for, or giving any Person a right to subscribe for or acquire from P&O Princess or any of its subsidiaries to issueSubsidiaries, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking. There are no outstanding contractual obligations, commitments, understandings or arrangements securities of Parent P&O Princess or any of its subsidiaries Subsidiaries, and no securities or obligations evidencing such rights are authorized, issued or outstanding. P&O Princess does not have outstanding any bonds, debentures, notes or other obligations the holders of which have the right to repurchase, redeem vote (or otherwise acquire which are convertible into or make exercisable for securities having the right to vote) with the shareholders of P&O Princess on any payment in respect of any shares of capital stock of Parent or any of its subsidiaries. The authorized capital stock of Sub consists of 75,000,000 shares of common stock, $0.001 par value per share, no shares have been issuedmatter.

Capital Structure. The authorized capital stock of Parent Gamma consists of 60,000,000 300,000,000 shares of Parent Common Stockcommon stock. As of the date hereof, $0.001 par value, of which 10,231,419 107,000,000 shares of Parent Common Stock Gamma common stock are issued and outstanding. There are no convertible notes, options and otherwise instruments outstanding. immediately after the Effective Time of the Merger, 6,180,000 shares of Parent Common Stock held by the two affiliated shareholders shall be automatically cancelled, further to a separate Share Cancellation Agreement. Upon the cancellation of these shares, the Parent has agreed to transfer the assets, any intellectual property and liabilities to the former President of National Filings Agents, Inc. And, Phoenix Capital, Inc., has agreed to pay the two affiliated shareholders, the sum of Forty-five Thousand ($45,000) Dollars in exchange for the benefit of the Parent to complete the acquisition of Plantation Working Interests, LLC. (See Exhibit B.) Also authorized are 15,000,000 shares of preferred stock, $0.001 par value, none of which is issued and outstanding. Except outstanding as set forth above, no in Exhibit 3.3 hereto. No other shares of capital stock or other equity voting securities of Parent Gamma are issued, issued or reserved for issuance or outstanding. Gamma is the sole record and beneficial owner of all of the issued and outstanding capital stock of each of its subsidiaries. All outstanding shares of the capital stock of Parent are, Gamma and all shares which may be issued pursuant to this Agreement will be, when issued, each of its subsidiaries are duly authorized, validly issued, fully paid and nonassessable and, and not subject to preemptive rights, and or issued in compliance with all applicable state and federal laws concerning violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the issuance law of securitiesNevada, the Gamma Articles of Incorporation, the Gamma Bylaws or any Contract to which Gamma is a party or otherwise bound. There are no outstanding not any bonds, debentures, notes or other indebtedness of Gamma or other securities any of Parent its subsidiaries having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which shareholders holders of Parent Gamma’s capital stock or the capital stock of any of its subsidiaries may votevote (“Voting Gamma Debt”). Except as set forth aboveAs of the date of this Agreement, there are no outstanding securities, not any options, warrants, callsrights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, agreementsContracts, arrangements or undertakings of any kind to which Parent Gamma or any of its subsidiaries is a party or by which any of them is bound (a) obligating Parent or any its subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity securities of Parent or any of its subsidiaries or obligating Parent Gamma or any of its subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity securities interests in, or any security convertible or exercisable for or exchangeable into any capital stock of Parent or other equity interest in, Gamma or any of its subsidiaries or any Voting Gamma Debt, (b) obligating Parent Gamma or any of its subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, security, commitment, agreementContract, arrangement or undertaking. There are no outstanding contractual obligations, commitments, understandings undertaking or arrangements (c) that give any person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights occurring to holders of Parent the capital stock of Gamma or of any of its subsidiaries subsidiaries. As of the date of this Agreement, there are not any outstanding contractual obligations of Gamma to repurchase, redeem or otherwise acquire or make any payment in respect of any shares of capital stock of Parent or any of its subsidiaries. The authorized capital stock of Sub consists of 75,000,000 shares of common stock, $0.001 par value per share, no shares have been issuedGamma.

Capital Structure. The authorized capital stock of Parent VISTAGEN as of the date hereof consists of 60,000,000 75,000,000 shares of Parent Common Stock and 20,000,000 shares of Preferred Stock. VISTAGEN's Board of Directors has granted options to purchase 4,749,153 shares of VISTAGEN Common Stock that remain outstanding, and has reserved for issuance an aggregate of 4,749,153 shares of VISTAGEN Common Stock under the VISTAGEN's equity incentive plans. In addition, VISTAGEN's Board of Directors has granted warrants to purchase 6,437,260 shares of VISTAGEN Common Stock, $0.001 par value, of which 10,231,419 and has reserved 6,437,260 shares of Parent VISTAGEN Common Stock are issued and outstandingfor issuance pursuant to such outstanding warrants. There are no convertible notes, options and otherwise instruments outstanding. immediately after the Effective Time of the Merger, 6,180,000 shares of Parent Common Stock held by the two affiliated shareholders shall be automatically cancelled, further to a separate Share Cancellation Agreement. Upon the cancellation of these shares, the Parent has agreed to transfer the assets, any intellectual property and liabilities to the former President of National Filings Agents, Inc. And, Phoenix Capital, Inc., has agreed to pay the two affiliated shareholders, the sum of Forty-five Thousand ($45,000) Dollars in exchange Except for the benefit of the Parent to complete the acquisition of Plantation Working Interests, LLC. (See Exhibit B.) Also authorized are 15,000,000 shares of preferred stock, $0.001 par value, none of which is issued Platinum Bridge Notes and outstanding. Except as set forth above, no shares of capital stock or other equity securities of Parent VISTAGEN are issued, reserved for issuance or outstanding. All outstanding shares of capital stock of Parent are, and all shares which may be issued pursuant to this Agreement will be, when issued, VISTAGEN are duly authorized, validly issued, fully paid and nonassessable and, non-assessable and not subject to preemptive rights, and issued in compliance with all applicable state and federal laws concerning the issuance of securities. There are At Closing, the outstanding capital stock of VISTAGEN shall consist of 13,669,769 shares of Common Stock and no outstanding bondsshares of Preferred Stock, debentures, notes or other indebtedness or other securities with options and warrants to purchase 11,186,413 shares of Parent having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which shareholders of Parent may voteCommon Stock outstanding. Except for the Platinum Bridge Notes and as set forth abovein this Section 3.2, there are no outstanding securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind to which Parent or any of its subsidiaries VISTAGEN is a party or by which any of them it is bound obligating Parent or any its subsidiaries VISTAGEN to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity or voting securities of Parent or any of its subsidiaries VISTAGEN or obligating Parent or any of its subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity securities of Parent or any of its subsidiaries or obligating Parent or any of its subsidiaries VISTAGEN to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking. There are no outstanding contractual obligations, commitments, understandings or arrangements of Parent VISTAGEN or any of its subsidiaries VISTAGEN Subsidiaries to repurchase, redeem or otherwise acquire or make any payment in respect of any shares securities of capital stock of Parent or any of its subsidiaries. The authorized capital stock of Sub consists of 75,000,000 shares of common stock, $0.001 par value per share, no shares have been issuedVISTAGEN.

Capital Structure. The authorized capital stock of Parent Target consists of 60,000,000 2,600,000 shares of Parent Common Stock, par value $0.001 0.01 per share, and 400,000 shares of Preferred Stock, par valuevalue $0.01 per share, of which 10,231,419 200,000 are designated as Convertible Preferred Stock, Series A, of which there were issued and outstanding as of the date of this Agreement, one million eight hundred thousand (1,800,000) shares of Parent Common Stock are issued Stock, and outstanding. 200,000 shares of Convertible Preferred Stock, Series A. There are no convertible notes, options and otherwise instruments outstanding. immediately after the Effective Time of the Merger, 6,180,000 shares of Parent Common Stock held by the two affiliated shareholders shall be automatically cancelled, further to a separate Share Cancellation Agreement. Upon the cancellation of these shares, the Parent has agreed to transfer the assets, any intellectual property and liabilities to the former President of National Filings Agents, Inc. And, Phoenix Capital, Inc., has agreed to pay the two affiliated shareholders, the sum of Forty-five Thousand ($45,000) Dollars in exchange for the benefit of the Parent to complete the acquisition of Plantation Working Interests, LLC. (See Exhibit B.) Also authorized are 15,000,000 shares of preferred stock, $0.001 par value, none of which is issued and outstanding. Except as set forth above, no other outstanding shares of capital stock or other equity voting securities and no outstanding commitments to issue any shares of Parent are issued, reserved for issuance capital stock or outstandingvoting securities after the date of this Agreement. All outstanding shares of capital stock of Parent are, and all shares which may be issued pursuant to this Agreement will be, when issued, Target Capital Stock are duly authorized, validly issued, fully paid and nonassessable andnon-assessable and are free of any liens or encumbrances other than any liens or encumbrances created by or imposed upon the holders thereof, and are not subject to preemptive rights, and issued in compliance with all applicable state and federal laws concerning rights of first refusal, rights of first offer or similar rights created by statute, the issuance Certificate of securities. There are no outstanding bonds, debentures, notes Incorporation or other indebtedness Bylaws of Target or other securities of Parent having the right any agreement to vote (which Target is a party or convertible into, or exchangeable for, securities having the right to vote) on any matters on by which shareholders of Parent may voteit is bound. Except as set forth above, for the rights created pursuant to this Agreement there are no outstanding securities, other options, warrants, calls, rights, commitments, agreements, arrangements commitments or undertakings agreements of any kind character to which Parent or any of its subsidiaries Target is a party or by which any of them it is bound obligating Parent or any its subsidiaries Target to issue, deliver deliver, sell, repurchase or sellredeem, or cause to be issued, delivered or delivered, sold, additional repurchased or redeemed, any shares of Target capital stock or other equity securities of Parent or any of its subsidiaries or obligating Parent or any of its subsidiaries Target to issuegrant, deliver or sellextend, accelerate the vesting of, change the price of, or cause to be issued, delivered or sold, additional shares of capital stock or other equity securities of Parent or any of its subsidiaries or obligating Parent or any of its subsidiaries to issue, grant, extend otherwise amend or enter into any such security, option, warrant, call, right, commitment, commitment or agreement, arrangement or undertaking. There are no outstanding contractual obligationscontracts, commitmentscommitments or agreements relating to the voting, understandings purchase or arrangements sale of Parent Target Capital Stock (i) between or among Target on the one hand and any of its subsidiaries stockholders on the other, and (ii) to repurchaseTarget's knowledge, redeem or otherwise acquire or make any payment in respect of any shares of capital stock of Parent or among any of its subsidiariesTarget's stockholders or between any of Target's stockholders and any third party, except for the stockholders delivering Voting Agreements (as defined in Section 2.19 below). The authorized capital stock of Sub consists of 75,000,000 shares of common stock, $0.001 par value per share, no shares have been issuedAll outstanding Common Stock was issued in compliance with all applicable federal and state securities laws.

Capital Structure. (i) The authorized capital stock of Parent CFB consists solely of 60,000,000 1,500,000 shares of Parent CFB Common Stock. (ii) As of the date of this Agreement, $0.001 par value, of which 10,231,419 1,197,046 shares of Parent CFB Common Stock are issued and outstanding. There are no convertible notes, options and otherwise instruments outstanding. immediately after the Effective Time of the Merger, 6,180,000 shares of Parent Common Stock held by the two affiliated shareholders shall be automatically cancelled, further to a separate Share Cancellation Agreement. Upon the cancellation of these shares, the Parent has agreed to transfer the assets, any intellectual property and liabilities to the former President of National Filings Agents, Inc. And, Phoenix Capital, Inc., has agreed to pay the two affiliated shareholders, the sum of Forty-five Thousand ($45,000) Dollars in exchange for the benefit of the Parent to complete the acquisition of Plantation Working Interests, LLC. (See Exhibit B.) Also authorized are 15,000,000 shares of preferred stock, $0.001 par value, none all of which is issued and outstanding. Except as set forth above, no shares of capital stock or other equity securities of Parent are issued, reserved for issuance or outstanding. All outstanding shares of capital stock of Parent are, and all shares which may be issued pursuant to this Agreement will be, when issued, duly authorized, validly issued, fully paid and nonassessable and, not subject to preemptive rights, and were issued in full compliance with all applicable federal and state securities laws. (iii) As of the date of this Agreement, 889,724 shares of CFB Common Stock are held of record by CFFG, free and federal laws concerning clear of any Liens other than the issuance Stock Pledge, and CFFG has, and will have at the time of securities. There are no outstanding the Shareholder Meeting, full power and authority to vote such shares, and none of such is subject to any voting trust or other agreement, arrangement or restriction that would limit the ability of CFFG to perform its obligations under Section 5.14. (iv) No bonds, debentures, notes or other indebtedness or other securities of Parent having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which shareholders of Parent CFB may vote. vote are issued or outstanding. (v) Except as set forth abovein this Section 3.2(c), there as of the date of this Agreement, (A) no shares of capital stock or other voting securities of CFB are no issued, reserved for issuance or outstanding securitiesand (B) CFB has not been and is not bound by any outstanding subscriptions, options, warrants, calls, rights, commitmentsconvertible securities, agreements, arrangements commitments or undertakings agreements of any kind to which Parent or any of its subsidiaries is a party or by which any of them is bound character obligating Parent or any its subsidiaries CFB to issue, deliver or sell, or cause to be issued, delivered or sold, any additional shares of capital stock or other equity securities of Parent or any of its subsidiaries CFB or obligating Parent or any of its subsidiaries CFB to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity securities of Parent or any of its subsidiaries or obligating Parent or any of its subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, commitmentconvertible security, commitment or agreement. As of the date hereof, arrangement or undertaking. There there are no outstanding contractual obligations, commitments, understandings or arrangements obligations of Parent or any of its subsidiaries CFB to repurchase, redeem or otherwise acquire or make any payment in respect of any shares of capital stock of Parent or any of its subsidiaries. The authorized capital stock of Sub consists of 75,000,000 shares of common stock, $0.001 par value per share, no shares have been issuedCFB.

Capital Structure. The authorized share capital stock of Parent consists of 60,000,000 the Corporation is One Thousand Five Hundred (1,500) shares of Parent Common Stock, $0.001 without par value, One Hundred (100) shares of which 10,231,419 shares of Parent Common Stock are issued and outstanding. There are no convertible notes, options and otherwise instruments outstanding. immediately after the Effective Time of the Merger, 6,180,000 shares of Parent Common Stock held by the two affiliated shareholders shall be automatically cancelled, further to a separate Share Cancellation Agreement. Upon the cancellation of these shares, the Parent has agreed to transfer the assets, any intellectual property and liabilities to the former President of National Filings Agents, Inc. And, Phoenix Capital, Inc., has agreed to pay the two affiliated shareholders, the sum of Forty-five Thousand ($45,000) Dollars in exchange for the benefit of the Parent to complete the acquisition of Plantation Working Interests, LLC. (See Exhibit B.) Also authorized are 15,000,000 shares of preferred stock, $0.001 par value, none of which is issued and outstanding. Except as set forth above, no shares of capital stock or other equity securities of Parent are issued, reserved for issuance or outstanding. All outstanding shares of capital stock of Parent are, and all shares which may be issued pursuant to this Agreement will be, when issued, duly authorized, validly issued, fully paid and nonassessable andnon-assessable, representing the Shares being owned by the Seller and purchased by the Purchaser. The Seller will not subject issue, sell, assign or otherwise transfer any stock of the Corporation prior to preemptive rights, and issued in compliance with all applicable state and federal laws concerning the issuance of securitiesclosing. There are no outstanding bonds, debentures, notes or other indebtedness or other securities of Parent having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which shareholders of Parent may vote. Except as set forth above, there are no outstanding securities, options, warrants, calls, rightsrights of exchange, commitments, agreements, arrangements plans or undertakings other agreements of any kind character providing for the purchase from, or issuance or sale by or to the Corporation, of any of the Corporation’s common stock. There are no voting trusts, shareholders or other agreements or understandings with respect to the voting of the capital stock of the Corporation. All of the Shares are owned beneficially and of record by the Seller, free and clear of all Encumbrances. The Shares represent 100% of the outstanding ownership interests in the Corporation. All of the Shares have been duly authorized, are validly issued, fully paid, and non-assessable and have been offered, issued and transferred pursuant to binding agreements (whether oral or written) without violation of any preemptive right or other right to purchase and were issued and/or transferred in compliance with all applicable laws, the certificate of incorporation and bylaws of the Corporation (the “Governing Documents”) and any contract, commitment or agreement to which Parent or any of its subsidiaries the Corporation is a party or by which any of them is bound obligating Parent or any its subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity securities of Parent or any of its subsidiaries or obligating Parent or any of its subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity securities of Parent or any of its subsidiaries or obligating Parent or any of its subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertakingotherwise bound. There are no outstanding contractual obligationsor authorized equity appreciation, commitmentscontingent value, understandings phantom equity, profit participation, or arrangements similar rights with respect to the Corporation. Upon consummation of Parent or the transactions contemplated by this Agreement, Purchaser will be the sole owner, beneficially and of record, of 100% of the issued and outstanding equity interests of the Corporation, free and clear of any Encumbrances. The Corporation has delivered to Purchaser copies of the Governing Documents of the Corporation. The minute books of the Corporation, which have been delivered to Purchaser, accurately reflect in all material respects all actions taken at all meetings and consents in lieu of meetings of stockholders, and all actions taken at all meetings and consents in lieu of meetings of its subsidiaries to repurchaseboard of directors and all committees, redeem or otherwise acquire or make any payment in respect and no material meetings of any shares such stockholders, board of capital stock of Parent directors, or any of its subsidiaries. The authorized capital stock of Sub consists of 75,000,000 shares of common stock, $0.001 par value per share, no shares committees have been issuedheld for which minutes have not been prepared and are not contained in such minute books.

Capital Structure. (a) The authorized capital stock of Parent consists of 60,000,000 250,000,000 shares of Parent Common Stock, with a par value of $0.001 0.0000125 per share, of which 78,019,538 shares were issued and outstanding as of the date hereof, and 50,000,000 shares of Preferred Stock with a par value of $0.01 per share, 25,000,000 of which are designated as Series A Preferred Shares, 24,279,369 of which are issued or outstanding as of the date hereof The authorized capital stock of Merger Sub consists of 1,000 shares of Common Stock, no par value, 1,000 shares of which 10,231,419 which, as of the date hereof, are issued and outstanding and are held by Parent. All such shares (x) have been duly authorized, and all such issued and outstanding shares have been validly issued, are fully paid and nonassessable, (y) except as set forth in Section 3.2 of the Parent Disclosure Letter, are not subject to any preemptive rights or rights of first refusal and (z) and are free of any liens or encumbrances other than any liens or encumbrances created by or imposed upon the holders thereof. All outstanding shares of Parent Common Stock are issued and outstanding. There are no convertible notes, all outstanding options and otherwise instruments outstanding. immediately after the Effective Time of the Merger, 6,180,000 shares of or other rights to purchase Parent Common Stock held by the two affiliated shareholders shall be automatically cancelled, further to a separate Share Cancellation Agreementhave been issued in compliance with all federal and state securities laws. Upon the cancellation of these shares, the Parent has agreed also reserved (i) 3,200,000 options to transfer the assets, any intellectual property purchase shares of Common Stock issuable to employees and liabilities consultants pursuant to the former President of National Filings Agents, Inc. And, Phoenix Capital, Inc., has agreed to pay the two affiliated shareholders, the sum of Forty-five Thousand ($45,000) Dollars in exchange for the benefit of the Parent to complete the acquisition of Plantation Working Interests, LLC. (See Exhibit B.) Also authorized are 15,000,000 shares of preferred stock, $0.001 par valueParent's 1998 Stock Option Plan, none of which is issued have been exercised, and outstanding457,097? shares are subject to outstanding unexercised options pursuant to such plan. Except as set forth above, no shares in Section 3.2 of capital stock or other equity securities of the Parent are issued, reserved for issuance or outstanding. All outstanding shares of capital stock of Parent are, and all shares which may be issued pursuant to this Agreement will be, when issued, duly authorized, validly issued, fully paid and nonassessable and, not subject to preemptive rights, and issued in compliance with all applicable state and federal laws concerning the issuance of securities. There are no outstanding bonds, debentures, notes or other indebtedness or other securities of Parent having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which shareholders of Parent may vote. Except as set forth aboveDisclosure Letter, there are no outstanding securities, options, warrants, calls, rights, commitments, agreements, arrangements commitments or undertakings agreements of any kind character to which Parent or any of its subsidiaries is a party or by which any of them it is bound obligating Parent or any its subsidiaries to issue, deliver deliver, sell, repurchase or sellredeem, or cause to be issued, delivered or delivered, sold, additional repurchased or redeemed, any shares of the capital stock or other equity securities of Parent or any of its subsidiaries or obligating Parent or any of its subsidiaries to issuegrant, deliver or sellextend, accelerate the vesting of, change the price of, or cause to be issued, delivered or sold, additional shares of capital stock or other equity securities of Parent or any of its subsidiaries or obligating Parent or any of its subsidiaries to issue, grant, extend otherwise amend or enter into any such security, option, warrant, call, right, commitmentcommitment or agreement. Except as set forth in Section 3.2 of the Parent Disclosure Letter, agreement, arrangement or undertaking. There there are no outstanding contractual obligationsregistration rights and, commitmentsto the Parent's knowledge, there are no voting trusts, proxies or other agreements or understandings with respect to any equity security of any class of stock of Parent or arrangements with respect to any equity security or other ownership interest of any of its subsidiaries. (b) The shares of Parent Common Stock to be issued pursuant to the Merger will be duly authorized, validly issued, fully paid, and nonassessable, and free of, and not subject to any preemptive rights or rights of first refusal created by statute or the Certificate of Incorporation or Bylaws of Parent or any of its subsidiaries agreement to repurchase, redeem which Parent prior to the Merger is a party or otherwise acquire or make any payment in respect of any shares of capital stock of Parent or any of its subsidiaries. The authorized capital stock of Sub consists of 75,000,000 shares of common stock, $0.001 par value per share, no shares have been issuedby which prior to the Merger it is bound.

Capital Structure. (a) The authorized capital stock of Parent Issuer consists of 60,000,000 200,000,000 shares of Parent Common Stock, $0.001 par value, of which 10,231,419 shares of Parent Issuer Common Stock are issued and outstanding. There are no convertible notes, options and otherwise instruments outstanding. immediately after the Effective Time of the Merger, 6,180,000 shares of Parent Common Stock held by the two affiliated shareholders shall be automatically cancelled, further to a separate Share Cancellation Agreement. Upon the cancellation of these shares, the Parent has agreed to transfer the assets, any intellectual property and liabilities to the former President of National Filings Agents, Inc. And, Phoenix Capital, Inc., has agreed to pay the two affiliated shareholders, the sum of Forty-five Thousand ($45,000) Dollars in exchange for the benefit of the Parent to complete the acquisition of Plantation Working Interests, LLC. (See Exhibit B.) Also authorized are 15,000,000 20,000,000 shares of preferred stock, par value $0.001 par value0.0001 per share (the “Issuer Preferred Stock”), none and 15,000,000 shares of the Issuer Preferred Stock have been designated as New Redeemable Preferred Stock (the “Issuer New Redeemable Preferred Stock”). At the close of business on December 15, 2009, (i) 52,556,828 shares of Issuer Common Stock were issued and outstanding, (ii) no shares of Issuer Common Stock were held by Issuer in its treasury, (iii) 6,400,000 shares of Issuer Common Stock were reserved for issuance under Issuer’s Amended and Restated 2005 Employee, Director and Consultant Stock Plan (collectively, the “Issuer Stock Plans”) (of which is 2,900,097 shares of Issuer Common Stock were subject to outstanding options to purchase shares of Issuer Common Stock granted under the Issuer Stock Plans), and (iv) 3,333,206 shares of the Issuer New Redeemable Preferred Stock were issued and outstanding. All of the issued and outstanding shares of Issuer Common Stock and Issuer Preferred Stock are validly issued, fully paid-up and have been issued in full compliance with Issuer’s organizational documents. All Shares deliverable pursuant to this Agreement have been duly authorized and, when issued as contemplated by this Agreement, will be validly issued, fully paid, nonassessable and free of any preemptive or similar rights, purchase option, call or right of first refusal or similar rights. All such Shares are free and clear of any Liens and restrictions imposed by applicable Law. (b) As of the date hereof, except as may be disclosed in the Issuer SEC Reports (as defined below), there are no warrants, convertible notes or other securities convertible or exchangeable for Issuer Common Stock or Issuer Preferred Stock or any rights thereto. Except as set forth described in paragraph (a) above, and except as may be disclosed in the Issuer SEC Reports, there are no shares of voting or non-voting capital stock stock, equity interests or other equity securities of Parent are Issuer authorized, issued, reserved for issuance or otherwise outstanding. All outstanding shares of capital stock of Parent are, and all shares which . (c) Except as may be issued pursuant to this Agreement will bedisclosed in the Issuer SEC Reports, when issued, duly authorized, validly issued, fully paid and nonassessable and, not subject to preemptive rights, and issued in compliance with all applicable state and federal laws concerning the issuance of securities. There there are no outstanding bonds, debentures, notes or other indebtedness or other securities of Parent Issuer having the right to vote (or convertible into, or exchangeable for, into securities having the right to vote) on any matters on which shareholders of Parent Issuer may vote. Except as set forth described in subsections 3.2(a) or 3.2(b) above, and except as may be disclosed in the Issuer SEC Reports or pursuant to obligations of Issuer upon the achievement of milestones pursuant to license agreements previously delivered to HPC or its Representatives, there are no outstanding securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind to which Parent or any of its subsidiaries Issuer is a party or by which any of them is bound obligating Parent or any its subsidiaries Issuer to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity voting securities of Parent or any of its subsidiaries or obligating Parent or any of its subsidiaries to issueIssuer. (d) Except as may be disclosed in the Issuer SEC Reports, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity securities of Parent or any of its subsidiaries or obligating Parent or any of its subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking. There there are no outstanding contractual obligations, commitments, understandings or arrangements obligations of Parent or any of its subsidiaries Issuer to repurchase, redeem or otherwise acquire any shares of capital stock (or make options to acquire any such shares) or other security or equity interest of Issuer. Except as may be disclosed in the Issuer SEC Reports, there are no stock-appreciation rights, security-based performance units, phantom stock or other security rights pursuant to which any Person is or may be entitled to receive any payment or other value based on the revenues, earnings or financial performance or other attribute of Issuer. (e) Except as may be disclosed in the Issuer SEC Reports, There are no voting trusts, proxies or other agreements, commitments or understandings of any character to which Issuer or any of its Subsidiaries or any of the shareholders of Issuer is a party or by which any of them is bound with respect to the issuance, holding, acquisition, voting or disposition of any shares of capital stock or other security or equity interest of Parent Issuer or any of its subsidiaries. The authorized capital stock of Sub consists of 75,000,000 shares of common stock, $0.001 par value per share, no shares have been issuedSubsidiaries.

Capital Structure. (a) As of the date of this Agreement, the authorized capital stock of Buyer consists of (i) 49,900,000,000 shares of Buyer Common Stock and (ii) 10,000,000 shares of preferred stock, par value $0.001 per share (“Buyer Preferred Stock”). As of the Measurement Date, there were (x)(A) an aggregate of 4,569,495,040 shares of Buyer Common Stock issued and outstanding and (B) no shares of Buyer Preferred Stock issued and outstanding and (y) there were (A) an aggregate of 130,599,786 shares of Buyer Common Stock reserved for, and 129,573,760 shares of Buyer Common Stock subject to, issuance pursuant to the Buyer Plans, which included (i) 598,910 restricted-stock units of Buyer, (ii) 986,350 performance-based restricted stock units of Buyer (assuming the achievement of performance criteria at target levels) and (iii) 127,988,500 options to purchase shares of Buyer Common Stock granted under any Buyer Plan and (B) no shares of Preferred Stock reserved for, and no shares of Preferred Stock subject to, issuance pursuant to the Buyer Plans. (b) The authorized capital stock of Parent Merger Sub consists of 60,000,000 100 shares of Parent Common Stockcommon stock, par value $0.001 par value0.01 per share, all of which 10,231,419 shares of Parent Common Stock are validly issued and outstanding. There are no convertible notesAll of the issued and outstanding capital stock of Merger Sub is, options and otherwise instruments outstanding. immediately after at the Effective Time of the Mergerwill be, 6,180,000 shares of Parent Common Stock held owned, directly or indirectly, by the two affiliated shareholders shall be automatically cancelledBuyer, further to a separate Share Cancellation Agreement. Upon the cancellation of these shares, the Parent has agreed to transfer the assets, any intellectual property and liabilities to the former President of National Filings Agents, Inc. And, Phoenix Capital, Inc., has agreed to pay the two affiliated shareholders, the sum of Forty-five Thousand there are ($45,000i) Dollars in exchange for the benefit of the Parent to complete the acquisition of Plantation Working Interests, LLC. (See Exhibit B.) Also authorized are 15,000,000 shares of preferred stock, $0.001 par value, none of which is issued and outstanding. Except as set forth above, no other shares of capital stock or other voting securities of Merger Sub, (ii) no securities of Merger Sub convertible into or exchangeable for equity securities or other voting securities of Parent are issued, reserved for issuance Merger Sub and (iii) no options or outstanding. All outstanding shares of capital stock of Parent areother rights to acquire from Merger Sub, and all shares which may be issued no obligations of Merger Sub to issue, any equity securities, other voting securities or securities convertible into or exchangeable for equity securities or other voting securities of Merger Sub. Merger Sub has not conducted any business prior to the date of this Agreement and has no, and prior to the Effective Time will have no, assets, liabilities or obligations of any nature other than those incidental to its formation and pursuant to this Agreement will be, when issued, duly authorized, validly issued, fully paid and nonassessable and, not subject to preemptive rights, and issued in compliance with all applicable state and federal laws concerning the issuance of securities. There are no outstanding bonds, debentures, notes or other indebtedness or other securities of Parent having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which shareholders of Parent may vote. Except as set forth above, there are no outstanding securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind to which Parent or any of its subsidiaries is a party or by which any of them is bound obligating Parent or any its subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity securities of Parent or any of its subsidiaries or obligating Parent or any of its subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity securities of Parent or any of its subsidiaries or obligating Parent or any of its subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking. There are no outstanding contractual obligations, commitments, understandings or arrangements of 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 Parent or any of its subsidiaries. The authorized capital stock of Sub consists of 75,000,000 shares of common stock, $0.001 par value per share, no shares have been issuedTransactions.

Capital Structure. (a) The authorized capital stock of Parent Purchaser consists of 60,000,000 20,000,000 shares of Parent Purchaser Common Stock, par value $0.001 par value, of which 10,231,419 .01 per share and 1,000,000 shares of Parent Purchaser preferred stock, par value $1.00 per share. (b) As of August 31, 1999, there were issued and outstanding 7,621,652 shares of Purchaser Common Stock are issued and outstanding. There are no convertible notes, options and otherwise instruments outstanding. immediately after the Effective Time of the Merger, 6,180,000 there were 266,991 shares of Parent Purchaser Common Stock held by the two affiliated shareholders shall be automatically cancelled, further to a separate Share Cancellation Agreement. Upon the cancellation of these Purchaser as treasury shares, the Parent has agreed to transfer the assets, any intellectual property and liabilities to the former President of National Filings Agents, Inc. And, Phoenix Capital, Inc., has agreed to pay the two affiliated shareholders, the sum of Forty-five Thousand . ($45,000c) Dollars in exchange for the benefit of the Parent to complete the acquisition of Plantation Working Interests, LLC. (See Exhibit B.) Also authorized are 15,000,000 shares of preferred stock, $0.001 par value, none of which is issued and outstanding. Except as set forth aboveindicated in Section 4.8(b) and the Purchaser SEC Documents, there are outstanding (i) no shares of capital stock or other equity voting securities of Parent are issuedPurchaser, reserved (ii) no securities of Purchaser or any other Person convertible into or exchangeable or exercisable for issuance or outstanding. All outstanding shares of capital stock or other voting securities of Parent arePurchaser, and all shares which may be issued pursuant to this Agreement will be, when issued, duly authorized, validly issued, fully paid and nonassessable and, not subject to preemptive rights, and issued in compliance with all applicable state and federal laws concerning the issuance of securities. There are (iii) no outstanding bonds, debentures, notes or other indebtedness or other securities of Parent having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which shareholders of Parent may vote. Except as set forth above, there are no outstanding securitiessubscriptions, options, warrants, calls, rights (including preemptive rights, commitments, agreements, arrangements understandings or undertakings of any kind agreements to which Parent or any of its subsidiaries Purchaser is a party or by which any of them it is bound bound) obligating Parent or any its subsidiaries Purchaser to issue, deliver or deliver, sell, purchase, redeem or cause to be issued, delivered or sold, additional acquire shares of capital stock or other equity voting securities of Parent Purchaser (or any of its subsidiaries securities convertible into or obligating Parent exchangeable or any of its subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional exercisable for shares of capital stock or other equity voting securities of Parent or any of its subsidiaries Purchaser) or obligating Parent or any of its subsidiaries Purchaser to issue, grant, extend or enter into any such securitysubscription, option, warrant, call, right, commitment, understanding or agreement. (d) All outstanding shares of Purchaser capital stock are, and (when issued) the shares of Purchaser Common Stock to be delivered pursuant to this Agreement will be, validly issued, fully paid and nonassessable and not subject to any preemptive right. (e) As of the date hereof there is no, and at the Closing there will not be any, stockholder agreement, arrangement voting trust or undertaking. There are no outstanding contractual obligations, commitments, understandings other agreement or arrangements of Parent understanding to which Purchaser is a party or any of its subsidiaries by which it is bound relating to repurchase, redeem or otherwise acquire or make any payment in respect the voting of any shares of the capital stock of Parent or any of its subsidiaries. The authorized capital stock of Sub consists of 75,000,000 shares of common stock, $0.001 par value per share, no shares have been issuedPurchaser.

Capital Structure. (a) The authorized capital stock of Parent CMFT consists of 60,000,000 500,000,000 shares of Parent Common Stock, $0.001 par valuecapital stock, of which 10,231,419 490,000,000 shares are designated as common stock with a par value of $0.01 per share (“CMFT Common Stock”) and 10,000,000 shares are designated as preferred stock with a par value of $0.01 per share (“CMFT Preferred Stock”). At the close of business on September 16, 2021, (i) 362,552,869 shares of Parent CMFT Common Stock are (inclusive of 58,669 restricted shares of CMFT Common Stock granted under the CMFT Equity Incentive Plan) were issued and outstanding. There are , (ii) no convertible notes, options and otherwise instruments outstanding. immediately after the Effective Time of the Merger, 6,180,000 shares of Parent Common CMFT Preferred Stock held by the two affiliated shareholders shall be automatically cancelled, further to a separate Share Cancellation Agreement. Upon the cancellation of these shares, the Parent has agreed to transfer the assets, any intellectual property and liabilities to the former President of National Filings Agents, Inc. And, Phoenix Capital, Inc., has agreed to pay the two affiliated shareholders, the sum of Forty-five Thousand ($45,000) Dollars in exchange for the benefit of the Parent to complete the acquisition of Plantation Working Interests, LLC. (See Exhibit B.) Also authorized are 15,000,000 shares of preferred stock, $0.001 par value, none of which is were issued and outstanding. Except as set forth above, no (iii) 400,000 shares of capital stock or other equity securities of Parent are issued, CMFT Common Stock were reserved for issuance or outstandingunder the CMFT Equity Incentive Plan and (iv) 341,331 shares of CMFT Common Stock remained available for grant under the CMFT Equity Incentive Plan. All of the outstanding shares of capital stock of Parent are, and all shares which may be issued pursuant to this Agreement will be, when issued, CMFT are duly authorized, validly issued, fully paid and nonassessable and, not subject to preemptive rights, and were issued in compliance with applicable securities Laws. Except as set forth in this Section 5.4, there is no other outstanding capital stock of CMFT. All shares to be issued by CMFT as Merger Consideration, when issued in accordance with this Agreement, will be duly authorized, validly issued, fully paid and nonassessable. (b) All of the outstanding shares of capital stock of each of the CMFT Subsidiaries that is a corporation are duly authorized, validly issued, fully paid and nonassessable. All equity interests in each of the CMFT Subsidiaries that is a partnership or limited liability company are duly authorized and validly issued and holders thereof have no obligation to make any further payments solely by reason of their ownership thereof. All shares of capital stock of (or other ownership interests in) each of the CMFT Subsidiaries which may be issued upon exercise of outstanding options or exchange rights are duly authorized and, upon issuance will be validly issued, fully paid and, to the extent applicable, nonassessable. CMFT owns, directly or indirectly, all of the issued and outstanding capital stock and other ownership interests of each of the CMFT Subsidiaries, including the CMFT Operating Partnership, free and clear of all Liens, other than Permitted Liens, and free of preemptive rights. All of the units of interest in the CMFT Operating Partnership are duly authorized and validly issued and were issued in compliance with applicable state and federal laws concerning the issuance of securities. securities Laws. (c) There are no outstanding bonds, debentures, notes or other indebtedness or other securities of Parent Indebtedness having the right to vote general voting rights (or convertible into, or exchangeable for, into securities having the right to votesuch rights) on of CMFT or any matters on which shareholders of Parent may voteCMFT Subsidiary issued and outstanding (“CMFT Voting Debt”). Except as set forth above, there There are no outstanding securitiessubscriptions, securities options, warrants, calls, rights, commitmentsprofits interests, stock appreciation rights, phantom stock, convertible securities, preemptive rights, anti-dilutive rights, rights of first refusal or other similar rights, agreements, arrangements arrangements, undertakings or undertakings commitments of any kind to which Parent or any of its subsidiaries CMFT is a party or by which any of them is bound obligating Parent or any its subsidiaries CMFT to (i) issue, deliver transfer or sellsell or create, or cause to be issued, delivered transferred or sold, sold or created any additional shares of capital stock or other equity securities of Parent interests or any of its subsidiaries or obligating Parent or any of its subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital phantom stock or other contractual rights the value of which is determined in whole or in part by the value of any equity security of CMFT or securities of Parent convertible into or any of its subsidiaries exchangeable for such shares or obligating Parent or any of its subsidiaries to other equity interests, (ii) issue, grant, extend or enter into any such securitysubscriptions, optionoptions, warrantwarrants, callcalls, rightrights, commitmentprofits interests, agreementstock appreciation rights, arrangement phantom stock, convertible securities or undertaking. There are no outstanding contractual obligationsother similar rights, commitmentsagreements, understandings arrangements, undertakings or arrangements of Parent commitments or any of its subsidiaries to repurchase(iii) redeem, redeem repurchase or otherwise acquire or make any payment in respect of any such shares of capital stock or CMFT Voting Debt or other equity interests. (d) Neither CMFT nor any CMFT Subsidiary is a party to or bound by any Contracts concerning the voting (including voting trusts and proxies) of Parent or any capital stock of CMFT. CMFT has not granted any registration rights on any of its subsidiariescapital stock. The authorized capital stock of Sub consists of 75,000,000 No CMFT Common Stock is owned by any CMFT Subsidiary. (e) CMFT does not have a “poison pill” or similar stockholder rights plan. (f) All dividends or other distributions on the shares of common stock, $0.001 par value per share, no shares CMFT Common Stock or units of interest of the CMFT Operating Partnership and any material dividends or other distributions on any securities of any CMFT Subsidiary which have been issuedauthorized or declared prior to the date hereof have been paid in full (except to the extent such dividends or other distributions have been publicly announced and are not yet due and payable).

Capital Structure. (i) The authorized capital stock of Parent the each of the Subject Companies consists solely of 60,000,000 the shares described on Section 3.1(b)(i) of the Disclosure Schedule. All of the Company Shares and all of the shares of Parent Common Stock, $0.001 par value, of which 10,231,419 shares of Parent Common Stock the Subject Companies are issued and outstanding. There are no convertible notes, options and otherwise instruments outstanding. immediately after the Effective Time of the Merger, 6,180,000 shares of Parent Common Stock held by the two affiliated shareholders shall be automatically cancelled, further to a separate Share Cancellation Agreement. Upon the cancellation of these shares, the Parent has agreed to transfer the assets, any intellectual property and liabilities to the former President of National Filings Agents, Inc. And, Phoenix Capital, Inc., has agreed to pay the two affiliated shareholders, the sum of Forty-five Thousand ($45,000) Dollars in exchange for the benefit of the Parent to complete the acquisition of Plantation Working Interests, LLC. (See Exhibit B.) Also authorized are 15,000,000 shares of preferred stock, $0.001 par value, none of which is issued and outstanding. Except as set forth above, no shares of capital stock or other equity securities of Parent are issued, reserved for issuance or outstanding. All outstanding shares of capital stock of Parent are, and all shares which may be issued pursuant to this Agreement will be, when issued, duly authorized, validly issued, fully paid and nonassessable nonassessable. As of the Date of this Agreement, and at all times up to and including the Closing Date, Seller will be the sole record and beneficial direct owner of all of the Company Shares, Anchor will be the sole record and beneficial direct owner of all of the shares of outstanding capital stock of Global Liberty, and PPF will be the sole record and beneficial direct owner of all shares of outstanding capital stock of PPFC, and, not subject to preemptive rightsexcept as set forth on Section 3.1(b)(i) of the Disclosure Schedule, each free and issued clear of all Liens and Preemptive Rights. (ii) Except as set forth in compliance with all applicable state and federal laws concerning Section 3.1(b)(ii) of the issuance Disclosure Schedule, (A) None of securities. There are no outstanding the Subject Companies has issued, nor currently has outstanding, any bonds, debentures, notes notes, debt instruments or other indebtedness or other securities of Parent having the right to vote indebtedness; (or convertible into, or exchangeable for, securities having the right to voteB) on any matters on which shareholders of Parent may vote. Except as set forth above, there are no outstanding securities, or authorized (1) options, warrants, calls, redemption rights, commitmentsrepurchase rights, agreementspurchase rights, arrangements subscription rights, conversion rights, exchange rights, or undertakings of any kind other Contracts or commitments that are reasonably likely to which Parent require Seller or his Affiliates (including any of its subsidiaries is a party the Subject Companies) to purchase or by which any of them is bound obligating Parent or any its subsidiaries to issue, deliver or sell, or otherwise cause to be issuedbecome outstanding, delivered or soldas applicable, additional shares of any capital stock or other equity securities interests of Parent or any of its subsidiaries the Subject Companies; or obligating Parent (2) stock or equity appreciation, phantom stock or equity, profit participation, or similar rights with respect to any of its subsidiaries to issuethe Subject Companies ((1) and (2) collectively, deliver or sell"Preemptive Rights"); (C) there are no (1) voting trusts, or cause to be issued, delivered or sold, additional shares of capital stock proxies or other equity securities of Parent agreements or any of its subsidiaries or obligating Parent or any of its subsidiaries understandings with respect to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking. There are no outstanding contractual obligations, commitments, understandings or arrangements of Parent or any of its subsidiaries to repurchase, redeem or otherwise acquire or make any payment in respect the voting of any shares of capital stock or equity interests of Parent or any of its subsidiaries. The authorized capital stock of Sub consists of 75,000,000 shares of common stockthe Subject Companies; (2) bonds, $0.001 par value per sharedebentures, no shares have been issued.notes, debt instruments or other

Capital Structure. (i) The authorized capital stock of Parent AFH consists of 60,000,000 of: (A) 120,000,000 shares of Parent AFH Common Stock; and (B) 10,000,000 of preferred stock, par value $0.001 par value, .01 per share. (ii) As of which 10,231,419 the date of this Agreement: (A) 22,365,831 shares of Parent AFH Common Stock are issued and outstanding. There are no convertible notes, options and otherwise instruments outstanding. immediately after the Effective Time of the Merger, 6,180,000 shares of Parent Common Stock held by the two affiliated shareholders shall be automatically cancelled, further to a separate Share Cancellation Agreement. Upon the cancellation of these shares, the Parent has agreed to transfer the assets, any intellectual property and liabilities to the former President of National Filings Agents, Inc. And, Phoenix Capital, Inc., has agreed to pay the two affiliated shareholders, the sum of Forty-five Thousand ($45,000) Dollars in exchange for the benefit of the Parent to complete the acquisition of Plantation Working Interests, LLC. (See Exhibit B.) Also authorized are 15,000,000 shares of preferred stock, $0.001 par value, none all of which is issued and outstanding. Except as set forth above, no shares of capital stock or other equity securities of Parent are issued, reserved for issuance or outstanding. All outstanding shares of capital stock of Parent are, and all shares which may be issued pursuant to this Agreement will be, when issued, duly authorized, validly issued, fully paid and nonassessable nonassessable; (B) no shares of AFH preferred stock are issued and outstanding or held in AFH's treasury; (C) 4,041,954 shares of AFH Common Stock are reserved for issuance pursuant to outstanding grants or awards under AFH's stock-based incentive plan; and, not subject to preemptive rights, and issued (D) 6,585,389 shares of AFH Common Stock are held by AFH in compliance with all applicable state and federal laws concerning the issuance of securities. There are no outstanding its treasury or by its Subsidiaries. (iii) No bonds, debentures, notes or other indebtedness or other securities of Parent having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which shareholders stockholders of Parent AFH may vote. vote are issued or outstanding. (iv) Except as set forth abovein this SECTION 2.2(C), there as of the date of this Agreement, (A) no shares of capital stock or other voting securities of AFH are no issued, reserved for issuance or outstanding securitiesand (B) neither AFH nor any of its Subsidiaries has or is bound by any outstanding subscriptions, options, warrants, calls, rights, commitmentsconvertible securities, agreements, arrangements commitments or undertakings agreements of any kind to which Parent character obligating AFH or any of its subsidiaries is a party or by which any of them is bound obligating Parent or any its subsidiaries Subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, any additional shares of capital stock of AFH or other equity securities of Parent obligating AFH or any of its subsidiaries or obligating Parent or any of its subsidiaries Subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity securities of Parent or any of its subsidiaries or obligating Parent or any of its subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, commitmentconvertible security, commitment or agreement. As of the date hereof, arrangement or undertaking. There there are no outstanding contractual obligations, commitments, understandings or arrangements obligations of Parent AFH or any of its subsidiaries Subsidiaries to repurchase, redeem or otherwise acquire or make any payment in respect of any shares of capital stock of Parent AFH or any of its subsidiaries. Subsidiaries. (v) The authorized capital stock of Sub consists of 75,000,000 shares of common stock, $0.001 par value per share, no AFH Common Stock to be issued in exchange for shares of ABC Common Stock upon consummation of the Merger in accordance with this Agreement have been duly authorized and, when issued in accordance with the terms of this Agreement, will be validly issued, fully paid and nonassessable and subject to no preemptive rights.

Capital Structure. The As of the date hereof, the authorized capital stock of Parent Celldex consists of 60,000,000 50,000,000 shares of Parent Common Stock, par value $0.001 par value.01 per share (the “Celldex Common Stock”), of which 10,231,419 13,300,000 shares of Parent Common Stock are issued and outstanding. There are no convertible notes, options and otherwise instruments outstanding. immediately after the Effective Time of the Merger, 6,180,000 6,800,000 shares of Parent Class A Common Stock, par value $.01 per share, of which 6,800,000 are issued and outstanding and such shares are convertible on an one (1) share for one (1) share basis into 6,800,000 shares of Celldex Common Stock held by (the two affiliated shareholders shall be automatically cancelled, further to a separate Share Cancellation Agreement“Celldex Class A Common Stock”). Upon the cancellation of these shares, the Parent has agreed to transfer the assets, any intellectual property and liabilities to the former President of National Filings Agents, Inc. And, Phoenix Capital, Inc., has agreed to pay the two affiliated shareholders, the sum of Forty-five Thousand ($45,000) Dollars in exchange for the benefit of the Parent to complete the acquisition of Plantation Working Interests, LLC. (See Exhibit B.) Also authorized are 15,000,000 shares of preferred stock, $0.001 par value, none of which is issued and outstanding. Except as set forth above, no No shares of capital stock or other equity securities of Parent are issued, reserved for issuance or outstandingheld in Celldex’s treasury. All outstanding shares of capital stock of Parent are, Celldex Common Stock and all shares which may be issued pursuant to this Agreement will be, when issued, Celldex Class A Common Stock are duly authorized, validly issued, fully paid and nonassessable and, non-assessable and are not subject to preemptive rightsrights created by statute, and issued in compliance with all applicable state and federal laws concerning the issuance Certificate of securities. There are no outstanding bonds, debentures, notes Incorporation or other indebtedness Bylaws of Celldex or other securities of Parent having the right to vote (any agreement or convertible into, or exchangeable for, securities having the right to vote) on any matters on which shareholders of Parent may vote. Except as set forth above, there are no outstanding securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind document to which Parent Celldex or any of its subsidiaries is a party or by which any of them is bound obligating Parent or any its subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity securities of Parent it or any of its subsidiaries or obligating Parent or any is bound, and were issued in compliance with all applicable federal and state securities laws. As of its subsidiaries the date of the execution of this Agreement, Celldex has reserved an aggregate of 3,500,000 shares of Celldex Common Stock, net of exercises, for issuance to issueemployees, deliver or sellconsultants and non-employee directors pursuant to the Celldex 2005 Equity Incentive Plan, or cause under which options are outstanding for an aggregate of 2,132,333 shares. All shares of Celldex Common Stock subject to issuance as aforesaid, upon issuance on the terms and conditions specified in the instruments pursuant to which they are issuable, would be duly authorized, validly issued, delivered fully paid and non-assessable. The Board of Directors of Celldex has authorized Celldex to agree with each optionholder who is an employee or soldnon-employee director to terminate his or her existing stock option grant, additional and to grant new options to such persons, such that up to 3,500,000 Celldex options will be outstanding as of the Closing. All shares of capital stock Celldex Common Stock subject to issuance as aforesaid, upon issuance on the terms and conditions specified in the instruments pursuant to which they are issuable, would be duly authorized, validly issued, fully paid and non-assessable. Section 2.2 of the Celldex Disclosure Schedule lists each holder of Celldex Common Stock and Celldex Class A Common Stock, each outstanding option and warrant to acquire shares of Celldex Common Stock or other equity securities Celldex Class A Common Stock, as applicable, the name of Parent the holder of such option or any of its subsidiaries or obligating Parent or any of its subsidiaries to issue, grant, extend or enter into any such security, option, warrant, callthe number of shares subject to such option or warrant, rightthe exercise price of such option or warrant, commitmentthe number of shares as to which such option or warrant will have vested at such date, agreementthe vesting schedule and termination date of such option or warrant and whether the exercisability of such option or warrant will be accelerated in any way by the transactions contemplated by this Agreement, arrangement or undertaking. There are no outstanding contractual obligationsindicating the extent of acceleration, commitments, understandings or arrangements of 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 Parent or any of its subsidiaries. The authorized capital stock of Sub consists of 75,000,000 shares of common stock, $0.001 par value per share, no shares have been issuedif any.

Capital Structure. (i) The authorized capital stock of Parent GGC consists of 60,000,000 20,000,000 shares of Parent Common Stock, $0.001 par value, of which 10,231,419 shares of Parent Common Stock are issued common stock and outstanding. There are no convertible notes, options and otherwise instruments outstanding. immediately after the Effective Time of the Merger, 6,180,000 shares of Parent Common Stock held by the two affiliated shareholders shall be automatically cancelled, further to a separate Share Cancellation Agreement. Upon the cancellation of these shares, the Parent has agreed to transfer the assets, any intellectual property and liabilities to the former President of National Filings Agents, Inc. And, Phoenix Capital, Inc., has agreed to pay the two affiliated shareholders, the sum of Forty-five Thousand ($45,000) Dollars in exchange for the benefit of the Parent to complete the acquisition of Plantation Working Interests, LLC. (See Exhibit B.) Also authorized are 15,000,000 1,000,000 shares of preferred stock, $0.001 no par value, none value per share (the "Preferred Stock"). There are no shares of which is Preferred Stock issued and or --------------- outstanding. There are (A) 12,206,853 shares of GGC common stock outstanding, (B) 1,274,701 shares of GGC common stock authorized and reserved for issuance upon the exercise of outstanding GGC Stock Options and (C) no shares of GGC common stock held by GGC in its treasury. Schedule 3.1(b)(i) to the GGC ------------------ Disclosure Letter sets forth a true and complete list of all granted or outstanding GGC Stock Options (including the Converting Options), including the holders thereof, the exercise prices and the vesting schedules therefor. (iii) All outstanding shares of GGC's capital stock are validly issued, fully paid and nonassessable and were issued free of preemptive rights (contractual or otherwise) and in compliance with applicable securities Laws. All shares of GGC common stock subject to issuance upon the exercise of GGC Stock Options will be duly authorized, validly issued, fully paid and nonassessable and free of preemptive rights and will be issued in compliance with applicable securities laws and regulations. (iv) Except as set forth abovein Section 3.1(b)(i), there are no shares of capital stock or other equity securities of Parent GGC outstanding and no Equity Rights relating to the capital stock of GGC. Except as specifically contemplated by this Agreement, no Person has any Contract or any right or privilege (whether pre-emptive or contractual) capable of becoming a Contract or Equity Right for the purchase, subscription or issuance of any securities of GGC. (v) The authorized capital stock of Blizzard consists of (i) 10,000,000 shares of common stock, of which 3,251,109 shares are issued, reserved for issuance or outstandingissued and outstanding as of the date of this Agreement and not more than 3,251,109 shares will be issued and outstanding at the Effective Time. All of the issued and outstanding shares of capital stock of Parent are, Blizzard are duly and all shares which may be validly issued pursuant to this Agreement will be, when issued, duly authorized, validly issued, and outstanding and are fully paid and nonassessable and, not subject to preemptive rights, and nonassessable. None of the outstanding shares of capital stock of Blizzard has been issued in compliance with all applicable state and federal laws concerning violation of any preemptive rights (contractual or otherwise) of the issuance of securities. There are no outstanding bonds, debentures, notes current or other indebtedness or other securities of Parent having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which past shareholders of Parent may voteBlizzard. Except as set forth abovein Schedule 3.1(b)(v) to the GGC Disclosure ------------------ Letter, there are no outstanding securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind to which Parent or any of its subsidiaries is a party or by which any of them is bound obligating Parent or any its subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity securities of Parent or any of its subsidiaries or obligating Parent or any of its subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity securities of Parent or any of its subsidiaries or obligating Parent or any of its subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking. There are Blizzard outstanding and no outstanding contractual obligations, commitments, understandings or arrangements of Parent or any of its subsidiaries Equity Rights relating to repurchase, redeem or otherwise acquire or make any payment in respect of any shares of the capital stock of Parent Blizzard. Except as specifically contemplated by this Agreement, no Person has any Contract or any right or privilege (whether pre-emptive or contractual) capable of its subsidiariesbecoming a Contract or Equity Right for the purchase, subscription or issuance of any securities of Blizzard. The authorized capital stock As of Sub consists the date hereof, GGC holds, of 75,000,000 record and beneficially, 1,300,444 shares of Blizzard common stock, $0.001 par value per share, no shares have been issued.

Capital Structure. The authorized capital stock of Parent the Company consists of 60,000,000 100,000,000 shares of Parent Common Stock, $0.001 par value, of which 10,231,419 shares of Parent Common Stock are issued and outstanding. There are no convertible notes, options and otherwise instruments outstanding. immediately after the Effective Time of the Merger, 6,180,000 shares of Parent Common Stock held by the two affiliated shareholders shall be automatically cancelled, further to a separate Share Cancellation Agreement. Upon the cancellation of these shares, the Parent has agreed to transfer the assets, any intellectual property and liabilities to the former President of National Filings Agents, Inc. And, Phoenix Capital, Inc., has agreed to pay the two affiliated shareholders, the sum of Forty-five Thousand ($45,000) Dollars in exchange for the benefit of the Parent to complete the acquisition of Plantation Working Interests, LLC. (See Exhibit B.) Also authorized are 15,000,000 ; 50,000,000 shares of preferred stock, par value $0.001 .01 per share (the "PREFERRED STOCK"); and 50,000,000 shares of excess common stock, par valuevalue $.01 per share ("EXCESS COMMON STOCK"). On the date hereof (i) 14,791,165 shares of Common Stock (including 84,486 shares held by the Residential Management Corporation, none a portion of which is shall be sold pursuant to Section 1.9 hereof) and no shares of Preferred Stock or Excess Stock were issued and outstanding, (ii) no shares of Common Stock, Preferred Stock or Excess Stock were held by the Company in its treasury, (iii) no shares of Common Stock were available for issuance under the Company's employee benefit or incentive plans pursuant to awards granted by the Company (the "COMPANY EMPLOYEE STOCK PLANS"), (iv) 279,000 shares of Common Stock were issuable upon exercise of outstanding options (the "COMPANY OPTIONS") to purchase Common Stock, (v) 3,675,258 shares of Common Stock were reserved for issuance upon the redemption of units of partnership interest in the Operating Partnership (the "UNITS") for shares of Common Stock pursuant to the Operating Partnership Agreement and (vi) 50,000 shares of Common Stock are reserved for issuance upon exercise of the warrants set forth on SCHEDULE 3.1(c) to the Company Disclosure Letter. Except On the date of this Agreement, except as set forth aboveabove in this Section 3.1(c) or as required pursuant to the Operating Partnership Agreement, no shares of capital stock or other equity voting securities of Parent are the Company were issued, reserved for issuance or outstanding. There are no outstanding stock appreciation rights relating to the capital stock of the Company. All outstanding shares of capital stock of Parent are, and all shares which may be issued pursuant to this Agreement will be, when issued, the Company are duly authorized, validly issued, fully paid and nonassessable and, and not subject to preemptive rights, and issued in compliance with all applicable state and federal laws concerning the issuance of securities. There are no outstanding bonds, debentures, notes or other indebtedness or other securities of Parent the Company having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which shareholders of Parent the Company may vote. Except (A) for the Company Options, (B) for the Units (which, under the Operating Partnership Agreement, may be redeemed by limited partners of the Operating Partnership (other than Units held by GP Holdings or LP Holdings) for one share of Common Stock per Unit or the cash equivalent thereof, at the Company's election), (C) as set forth abovein SCHEDULE 3.1(c) to the Company Disclosure Letter, or (D) as otherwise permitted under Section 4.1, as of the date of this Agreement there are no outstanding securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind to which Parent the Company or any of its subsidiaries Company Subsidiary is a party or by which any of them such entity is bound bound, obligating Parent the Company or any its subsidiaries 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 securities ownership interests of Parent the Company or any of its subsidiaries Company Subsidiary or obligating Parent the Company or any of its subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity securities of Parent or any of its subsidiaries or obligating Parent or any of its subsidiaries Company Subsidiary to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertakingundertaking (other than to the Company or a Company Subsidiary). There Except as set forth on SCHEDULE 3.1(c) to the Company Disclosure Letter or as required under the Operating Partnership Agreement, there are no outstanding contractual obligations, commitments, understandings or arrangements obligations of Parent the Company or any of its subsidiaries Company Subsidiary to repurchase, redeem or otherwise acquire or make any payment in respect of any shares of capital stock of Parent the Company or any of its subsidiaries. The authorized capital stock of Sub consists of 75,000,000 shares of common stock, $0.001 par value per sharevoting securities or other ownership interests in any Company Subsidiary or make any material investment (in the form of a loan, no shares have been issuedcapital contribution or otherwise) in any person (other than a Company Subsidiary).

Capital Structure. (i) The authorized capital stock of Parent Buyer consists of 60,000,000 100,000,000 shares of Parent Customers Common Stock, $0.001 100,000,000 shares of Customers Non-Voting Common Stock, and 100,000,000 shares of preferred stock, having such par value, or no par value, as the Board of which 10,231,419 Directors of Buyer shall determine. (ii) As of the date of this Agreement: (A) 8,503,541 shares of Parent Customers Common Stock and 2,844,142 shares of Customers Non-Voting Common Stock are issued and outstanding. There are no convertible notes, options and otherwise instruments outstanding. immediately after the Effective Time of the Merger, 6,180,000 shares of Parent Common Stock held by the two affiliated shareholders shall be automatically cancelled, further to a separate Share Cancellation Agreement. Upon the cancellation of these shares, the Parent has agreed to transfer the assets, any intellectual property and liabilities to the former President of National Filings Agents, Inc. And, Phoenix Capital, Inc., has agreed to pay the two affiliated shareholders, the sum of Forty-five Thousand ($45,000) Dollars in exchange for the benefit of the Parent to complete the acquisition of Plantation Working Interests, LLC. (See Exhibit B.) Also authorized are 15,000,000 shares of preferred stock, $0.001 par value, none all of which is issued and outstanding. Except as set forth above, no shares of capital stock or other equity securities of Parent are issued, reserved for issuance or outstanding. All outstanding shares of capital stock of Parent are, and all shares which may be issued pursuant to this Agreement will be, when issued, duly authorized, validly issued, fully paid and nonassessable and, not subject to preemptive rights, and were issued in full compliance with all applicable state laws and federal laws concerning free of any preemptive rights; (B) 47,619 shares of Customers Common Stock and no shares of Customers Non-Voting Common Stock are held in treasury by Buyer or otherwise directly or indirectly owned by Buyer; (C) 92,320 shares of Customers Common Stock underlying restricted stock units are awarded but not yet vested; (D) 589,005 shares of Customers Common Stock and 81,036 shares of Customers Non-Voting Common Stock are issuable upon the issuance exercise of securities. There outstanding warrants; (E) 1,065,195 shares of Customers Common Stock and 160,884 shares of Customers Non-Voting Common Stock are issuable upon the exercise of outstanding stock options; and (F) no outstanding shares of preferred stock of Buyer are issued and outstanding. (iii) No bonds, debentures, notes or other indebtedness or other securities of Parent having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which shareholders stockholders of Parent Buyer may vote. vote are issued or outstanding. (iv) Except as set forth aboveherein, there as of the date of this Agreement, (A) no shares of capital stock or other voting securities of Buyer are no issued, reserved for issuance or outstanding securitiesand (B) neither Buyer nor any of its Subsidiaries has or is bound by any outstanding subscriptions, options, warrants, calls, rights, commitmentsconvertible securities, agreements, arrangements commitments or undertakings agreements of any kind character (x) relating to which Parent the purchase, sale or issuance or voting of, or right to receive dividends or other distributions on any shares of capital stock of Buyer, (y) obligating Buyer or any of its subsidiaries is a party or by which any of them is bound obligating Parent or any its subsidiaries Subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, any additional shares of capital stock of Buyer (including any rights plan or other equity securities of Parent agreement) or (z) obligating Buyer or any of its subsidiaries or obligating Parent or any of its subsidiaries Subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity securities of Parent or any of its subsidiaries or obligating Parent or any of its subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, commitmentconvertible security, commitment or agreement. As of the date hereof, arrangement there are no outstanding securities or undertaking. There instruments that contain any redemption or similar provisions, and there are no outstanding contractual obligations, commitments, understandings or arrangements obligations of Parent Buyer or any of its subsidiaries Subsidiaries to repurchase, redeem or otherwise acquire or make any payment in respect of any shares of capital stock of Parent Buyer or any of its subsidiaries. Subsidiaries. (v) The authorized capital stock of Sub consists of 75,000,000 shares of common stockCustomers Common Stock, $0.001 par value per shareCustomers Non-Voting Common Stock and Customers Preferred Stock to be issued pursuant to this Agreement, when issued in accordance with the terms hereof, will be duly authorized, validly issued, fully paid and non-assessable and subject to no shares have been issuedpreemptive rights.

Capital Structure. The authorized capital stock of Parent the Purchaser consists of 60,000,000 1,000,000,000 shares of Parent Common Stock, $0.001 par value, of which 10,231,419 shares of Parent Common Stock are issued and outstanding. There are no convertible notes, options and otherwise instruments outstanding. immediately after the Effective Time of the Merger, 6,180,000 shares of Parent Common Stock held by the two affiliated shareholders shall be automatically cancelled, further to a separate Share Cancellation Agreement. Upon the cancellation of these shares, the Parent has agreed to transfer the assets, any intellectual property and liabilities to the former President of National Filings Agents, Inc. And, Phoenix Capital, Inc., has agreed to pay the two affiliated shareholders, the sum of Forty-five Thousand ($45,000) Dollars in exchange for the benefit of the Parent to complete the acquisition of Plantation Working Interests, LLC. (See Exhibit B.) Also authorized are 15,000,000 10,000,0000 shares of preferred stock, par value $0.001 par valueper share (“Preferred Stock”). As of the Closing Date (before giving effect to the issuance of Shares pursuant to this Agreement): (i) 343,279,052 shares of Common Stock, none and 425,000 shares of which is Preferred Stock, are issued and outstanding. Except as set forth above, outstanding (not including shares held in treasury); and (ii) no shares of capital stock Common Stock or other equity securities of Parent Preferred Stock are issued, reserved for issuance or outstandingissued and held by the Purchaser in its treasury. All of the outstanding shares of capital stock of Parent the Purchaser are, and all shares which of capital stock of the Purchaser that may be issued pursuant to as contemplated or permitted by this Agreement will be, when issued, duly authorized, validly issued, fully paid paid, and nonassessable andnon-assessable, and not subject to preemptive any pre-emptive rights, and issued in compliance with all applicable state and federal laws concerning . No Subsidiary of the issuance Purchaser owns any shares of securities. There are no outstanding bonds, debentures, notes or other indebtedness or other securities of Parent having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which shareholders of Parent may voteCommon Stock. Except as set forth abovein the SEC Reports (as defined below): (A) the Purchaser does not have outstanding, there are no outstanding securitiesauthorized, or in effect any options, warrants, calls, purchase rights, commitmentssubscription rights, agreementsconversion rights, arrangements exchange rights, preemptive rights or undertakings of any kind other agreements or obligations that could require the Purchaser to which Parent issue, sell, or otherwise cause to become outstanding any of its subsidiaries is a party or by which any of them is bound obligating Parent or any its subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity securities, or securities of Parent convertible or exchangeable for, or any of its subsidiaries options, warrants, or obligating Parent or rights to purchase, any of its subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of such capital stock or other equity securities of Parent or any of its subsidiaries or obligating Parent or any of its subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking. There securities; (B) there are no outstanding contractual obligations, commitments, understandings or arrangements obligations of Parent or any of its subsidiaries the Purchaser to repurchase, redeem or otherwise acquire any of its capital stock or make any payment other equity securities; (C) there are no outstanding or authorized stock appreciation, phantom equity, profit participation, or similar rights with respect to the Purchaser; (D) there are no dividends that have accrued or been declared but are unpaid on the capital stock of the Purchaser; and (E) there are no voting agreements, voting trusts, stockholder agreements, proxies, or other agreements or obligations in effect with respect to the voting, transfer, sale, issuance, redemption, repurchase, or registration of any shares of capital stock or other securities of Parent or any of its subsidiaries. The authorized capital stock of Sub consists of 75,000,000 shares of common stock, $0.001 par value per share, no shares have been issuedthe Purchaser.

Capital Structure. (i) The authorized capital stock of Parent Purchaser consists of 60,000,000 800,000,000 shares of Parent Purchaser Common Stock, par value $0.001 par value0.01 per share, of which 10,231,419 and 100,000,000 shares of Parent preferred stock, par value $0.01 per share. (ii) As of the date of this Agreement, (A) 85,412,062 shares of Purchaser Common Stock are issued and outstanding. There , all of which are validly issued, fully paid and nonassessable and were issued in full compliance with all applicable laws and not in violation of any preemptive rights; (B) no convertible notes, options and otherwise instruments outstanding. immediately after the Effective Time of the Merger, 6,180,000 shares of Parent Purchaser preferred stock are issued and outstanding; and (C) 512,334 shares of Purchaser Common Stock held by the two affiliated shareholders shall are reserved for issuance pursuant to outstanding grants or awards under Purchaser’s stock-based benefit plans. (iii) The shares of Purchaser Common Stock to be automatically cancelled, further to a separate Share Cancellation Agreement. Upon the cancellation of these shares, the Parent has agreed to transfer the assets, any intellectual property and liabilities to the former President of National Filings Agents, Inc. And, Phoenix Capital, Inc., has agreed to pay the two affiliated shareholders, the sum of Forty-five Thousand ($45,000) Dollars issued in exchange for the benefit shares of Company Common Stock upon consummation of the Parent Merger in accordance with this Agreement have been duly authorized and when issued in accordance with the terms of this Agreement, will be validly issued, fully paid and nonassessable and subject to complete no preemptive rights. (iv) No bonds, debentures, notes or other indebtedness having the acquisition right to vote on any matters on which stockholders of Plantation Working Interests, LLC. Purchaser may vote are issued or outstanding. (See Exhibit B.v) Also authorized are 15,000,000 shares of preferred stock, $0.001 par value, none of which is issued and outstanding. Except as set forth abovein this Section 3.3(c), as of the date of this Agreement, (A) no shares of capital stock or other equity voting securities of Parent Purchaser are issued, reserved for issuance or outstanding. All outstanding , and (B) other than options to purchase shares of capital stock Purchaser Common Stock, neither the Company nor any of Parent are, and all shares which may be issued pursuant to this Agreement will be, when issued, duly authorized, validly issued, fully paid and nonassessable and, not subject to preemptive rights, and issued in compliance with all applicable state and federal laws concerning the issuance of securities. There are no its Subsidiaries has or is bound by any outstanding bonds, debentures, notes or other indebtedness or other securities of Parent having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which shareholders of Parent may vote. Except as set forth above, there are no outstanding securitiessubscriptions, options, warrants, calls, rights, commitmentsconvertible securities, agreements, arrangements commitments or undertakings agreements of any kind to which Parent character obligating Purchaser or any of its subsidiaries is a party or by which any of them is bound obligating Parent or any its subsidiaries Subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, any additional shares of capital stock of Purchaser (including any rights plan or other equity securities of Parent agreement) or obligating Purchaser or any of its subsidiaries or obligating Parent or any of its subsidiaries Subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity securities of Parent or any of its subsidiaries or obligating Parent or any of its subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, commitmentconvertible security, commitment or agreement. Neither Purchaser nor any of its Subsidiaries has or is bound by any rights of any character relating to the purchase, arrangement sale or undertakingissuance or voting of, or right to receive dividends or other distributions on shares of Purchaser Common Stock, or any other security of Purchaser or a Subsidiary of Purchaser or any securities representing the right to vote, purchase or otherwise receive any shares of Purchaser Common Stock or any other security of Purchaser or a Subsidiary of Purchaser. There Other than as stated herein, there are no outstanding securities or instruments that contain any redemption or similar provisions, and there are no outstanding contractual obligations, commitments, understandings or arrangements obligations of Parent Purchaser or any of its subsidiaries Subsidiaries to repurchase, redeem or otherwise acquire or make any payment in respect of any shares of capital stock of Parent Purchaser or any of its subsidiaries. The authorized capital stock of Sub consists of 75,000,000 shares of common stock, $0.001 par value per share, no shares have been issuedSubsidiaries.

Capital Structure. The (i) As of the date hereof, the authorized capital stock of Parent Buyer consists of 60,000,000 300,000,000 shares of Parent Buyer Common Stock and 20,000,000 shares of Preferred Stock, par value $0.001 par value0.01 per share (the “Buyer Preferred Stock”). At the close of business on August 31, of which 10,231,419 2007, (A) 102,071,532 shares of Parent Buyer Common Stock are were issued and outstanding. There are no convertible notes, options and otherwise instruments outstanding. immediately after the Effective Time of the Merger, 6,180,000 ; (B) 100,579 shares of Parent Buyer Common Stock were held by the two affiliated shareholders shall be automatically cancelled, further to a separate Share Cancellation Agreement. Upon the cancellation of these shares, the Parent has agreed to transfer the assets, any intellectual property and liabilities to the former President of National Filings Agents, Inc. And, Phoenix Capital, Inc., has agreed to pay the two affiliated shareholders, the sum of Forty-five Thousand Buyer in its treasury; ($45,000C) Dollars in exchange for the benefit of the Parent to complete the acquisition of Plantation Working Interests, LLC. (See Exhibit B.) Also authorized are 15,000,000 no shares of preferred stock, $0.001 par value, none of which is Buyer Preferred Stock were issued and outstanding. Except as set forth above, no ; (D) 12,839,935 shares of capital stock or other equity securities of Parent are issued, Buyer Common Stock were reserved for issuance or outstandingin respect of outstanding options to acquire Buyer Common Stock issued under equity compensation plans of Buyer and its Subsidiaries (the “Buyer Plan Options”); (E) 22,746 shares of Buyer Common Stock were reserved for issuance in respect of outstanding options to acquire Buyer Common Stock (in addition to the shares reserved in respect of outstanding Buyer Plan Options) (together with the Buyer Plan Options, the “Buyer Options”); (F) 7,498,938 shares of Buyer Common Stock were reserved for issuance in respect of outstanding Buyer restricted stock unit awards issued under equity compensation plans of Buyer and its Subsidiaries; and (G) 2,421,088 shares of Buyer Common Stock were reserved for issuance in respect of outstanding warrants to purchase Buyer Common Stock. All As of the date hereof, each outstanding shares share of capital stock of Parent areBuyer is duly authorized, validly issued, fully paid, nonassessable and all free of preemptive or similar rights. (ii) All shares which may be issued of Buyer Common Stock subject to issuance pursuant to this Agreement will beAgreement, when issuedupon issuance on the terms and conditions specified herein, shall be duly authorized, validly issued, fully paid and nonassessable andand free of preemptive or similar rights. (iii) No Voting Debt of Buyer is issued or outstanding as of the date hereof. (iv) As of the date hereof, not subject to preemptive rights, and issued except as disclosed in compliance with all applicable state and federal laws concerning Section 3.2(b)(iv) of the issuance of securities. There are no outstanding bonds, debentures, notes Buyer Disclosure Schedule or other indebtedness or other securities of Parent having as may be disclosed in the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which shareholders of Parent may vote. Except as set forth aboveBuyer SEC Documents, there are no outstanding securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind to which Parent Buyer or any of its subsidiaries Subsidiaries is a party or by which any of them is bound obligating Parent Buyer or any of its subsidiaries Subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock stock, Voting Debt or other equity voting securities of Parent Buyer or any of its subsidiaries Subsidiaries, or obligating Parent Buyer or any of its subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity securities of Parent or any of its subsidiaries or obligating Parent or any of its subsidiaries Subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking. There are no As of the date hereof, all outstanding contractual obligationsshares of Buyer Common Stock, commitments, understandings or arrangements of Parent or any of its subsidiaries to repurchase, redeem or otherwise acquire or make any payment in respect of any all outstanding Buyer Options and all outstanding shares of capital stock of Parent each Subsidiary of Buyer have been issued and granted in compliance in all material respects with (A) all applicable securities laws and all other Applicable Laws and (B) all requirements set forth in applicable material Contracts. (v) As of the date hereof, except as disclosed in Section 3.2(b)(v) of the Buyer Disclosure Schedule or as may be disclosed in the Buyer SEC Documents, neither Buyer nor any of its Subsidiaries is a party to any currently effective Contract (A) restricting the purchase or transfer of, (B) relating to the voting of, (C) requiring the repurchase, redemption or disposition of, or containing any right of first refusal with respect to, (D) requiring registration of or (E) granting any preemptive or antidilutive rights with respect to any capital stock of Buyer or any of its subsidiariesSubsidiaries or any securities of the type referred to in Section 3.2(b)(iv). (vi) Merger Sub was formed at the direction of Buyer prior to the date hereof, solely for the purposes of effecting the Merger and the other transactions contemplated hereby. The authorized Except as required by or provided for in this Agreement, Merger Sub (A) does not hold, nor has it held, any assets, (B) does not have, nor has it incurred, any liabilities other than as a guarantor of obligations under Buyer’s senior secured credit facilities and (C) has not carried on any business activities other than in connection with the Merger and the transactions contemplated hereby. All of the outstanding shares of capital stock of Merger Sub consists of 75,000,000 shares of common stock, $0.001 par value per share, no shares have been duly authorized and validly issued, and are fully paid and nonassessable and not subject to any preemptive rights.

Capital Structure. The authorized capital stock of Parent Xtend consists of 60,000,000 10,000,000 shares of Parent Common Stock, $0.001 no par value, of which 10,231,419 shares of Parent Common Stock are issued and outstandingvalue ("XTEND COMMON STOCK"). There are no convertible notes, options and otherwise instruments outstanding. immediately after the Effective Time of the Merger, 6,180,000 currently outstanding 7,150,000 shares of Parent Xtend Common Stock held by the two affiliated shareholders shall be automatically cancelled, further to a separate Share Cancellation Agreement. Upon the cancellation of these shares, the Parent has agreed to transfer the assets, any intellectual property and liabilities to the former President of National Filings Agents, Inc. And, Phoenix Capital, Inc., has agreed to pay the two affiliated shareholders, the sum of Forty-five Thousand ($45,000) Dollars in exchange for the benefit of the Parent to complete the acquisition of Plantation Working Interests, LLC. (See Exhibit B.) Also authorized are 15,000,000 shares of preferred stock, $0.001 par value, none of which is issued and outstanding. Except as set forth above, no shares of capital stock or other equity securities of Parent are issued, reserved for issuance or outstandingStock. All outstanding shares of capital stock of Parent are, and all shares which may be issued pursuant to this Agreement will be, when issued, duly authorized, Xtend Capital Stock are validly issued, fully paid and nonassessable and, and not subject to preemptive rightsrights created by statute, Xtend's Articles of Incorporation or Bylaws or any agreement to which Xtend or any of its Subsidiaries is a party or by which Xtend or any of its Subsidiaries may be bound. Xtend has provided iGo and its legal counsel with a complete and accurate list of (a) all issuances of Capital Stock by Xtend, and issued in compliance (b) the names and addresses of all holders of Xtend Capital Stock, together with all applicable state the number and federal laws concerning the issuance type of securities. There are no outstanding bonds, debentures, notes or other indebtedness or other securities of Parent having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which shareholders of Parent may voteshares held by each holder. Except as set forth abovein Schedule 2.2, there are no outstanding securities, options, warrants, calls, conversion rights, commitments, agreements, arrangements commitments or undertakings agreements of any kind character to which Parent Xtend or any Subsidiary of its subsidiaries Xtend is a party or by which any of them is may be bound obligating Parent that do or may obligate Xtend or any its subsidiaries Subsidiary of Xtend to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of Xtend Capital Stock or of the capital stock of any Subsidiary of Xtend or other equity securities of Parent that do or may obligate Xtend or any Subsidiary of its subsidiaries or obligating Parent or any of its subsidiaries Xtend to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity securities of Parent or any of its subsidiaries or obligating Parent or any of its subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, conversion right, commitment, commitment or agreement, arrangement or undertaking. There are no Xtend is the owner of all outstanding contractual obligations, commitments, understandings or arrangements of 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 Parent or any each of its subsidiaries. The authorized capital stock of Sub consists of 75,000,000 Subsidiaries and all such shares of common stockare duly authorized, $0.001 par value per sharevalidly issued, no shares have been issuedfully paid and nonassessable.

Capital Structure. 3.1.2.1 The authorized capital stock of Parent Carnival consists of 60,000,000 960,000,000 shares of Parent Carnival Common Stock, $0.001 par value, of which 10,231,419 586,837,283 shares were issued and outstanding as of the close of business on January 3, 2003, and 40,000,000 shares of Parent Common Stock are issued and outstanding. There are no convertible notesPreferred Stock, options and otherwise instruments outstanding. immediately after the Effective Time of the Merger, 6,180,000 shares of Parent Common Stock held by the two affiliated shareholders shall be automatically cancelled, further to a separate Share Cancellation Agreement. Upon the cancellation of these shares, the Parent has agreed to transfer the assets, any intellectual property and liabilities to the former President of National Filings Agents, Inc. And, Phoenix Capital, Inc., has agreed to pay the two affiliated shareholders, the sum of Forty-five Thousand par value $0.01 per share ($45,000"Carnival Preferred Stock") Dollars in exchange for the benefit of the Parent to complete the acquisition of Plantation Working Interests, LLC. (See Exhibit B.) Also authorized are 15,000,000 shares of preferred stock, $0.001 par value, none of which is outstanding as of the date hereof. All of the outstanding shares of Carnival Common Stock have been duly authorized and validly issued and outstandingare paid and non-assessable. Except Carnival has no shares of Carnival Common Stock or Carnival Preferred Stock reserved for or otherwise subject to issuance, except that as set forth aboveof the close of business on January 3, 2003, there were no more than 56,570,829 shares of Carnival Common Stock subject to issuance pursuant to the plans of Carnival identified in paragraph 3.1.2.1 of the Carnival Disclosure Letter as being the only Compensation and Benefit Plans or agreements pursuant to which Carnival Common Stock may be issued (the "Carnival Stock Plans"). Each of the outstanding shares of capital stock or other equity securities ownership interests of Parent are issued, reserved for issuance or outstanding. All outstanding shares each of capital stock of Parent are, and all shares which may be issued pursuant to this Agreement will be, when issued, Carnival's Significant Subsidiaries is duly authorized, validly issued, fully paid and nonassessable andnon-assessable and owned by Carnival or a direct or indirect wholly owned Subsidiary of Carnival, not subject to in each case free and clear of any Lien. Except as set forth above or as contemplated by this Agreement, 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 which obligate Carnival or any of its Subsidiaries to issue or sell any shares of capital stock or other securities of Carnival 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 from Carnival or any of its Subsidiaries, any securities of Carnival or any of its Subsidiaries, and no securities or obligations evidencing such rights are authorized, issued or outstanding. Except as described in compliance with all applicable state and federal laws concerning the issuance of securities. There are no Carnival Disclosure Letter, Carnival does not have outstanding any bonds, debentures, notes or other indebtedness or other securities obligations the holders of Parent having which have the right to vote (or which are convertible into, into or exchangeable for, exercisable for securities having the right to vote) with the shareholders of Carnival on any matters matter. 3.1.2.2 The authorized share capital of P&O Princess is $375 million divided into 750,000,000 P&O Princess Ordinary Shares. As of the close of business on which shareholders January 7, 2003, the allotted and issued share capital of Parent may voteP&O Princess consisted of 693,596,865 P&O Princess Ordinary Shares. Except All of those P&O Princess Ordinary Shares have been duly authorized and validly issued and are fully paid or credited as set forth abovefully paid. P&O Princess has no P&O Princess Ordinary Shares reserved for or otherwise subject to issuance, except that, as of the close of business on January 7, 2003, there are were no outstanding securities, options, warrants, calls, rights, commitments, agreements, arrangements more than 10,000,000 P&O Princess Ordinary Shares and no more than 2,000,000 P&O Princess ADSs subject to issuance pursuant to the plans of P&O Princess identified in subparagraph 3.1.2.2 of the P&O Princess Disclosure Letter as being the only Compensation and Benefit Plans or undertakings of any kind agreements pursuant to which Parent or any P&O Princess Ordinary Shares may be issued (the "P&O Princess Option Plans"). Each of its subsidiaries is a party or by which any of them is bound obligating Parent or any its subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional the outstanding shares of capital stock or other equity securities ownership interests of Parent each of P&O Princess' Significant Subsidiaries is duly authorized, validly issued, fully paid and non-assessable and owned by P&O Princess or a direct or indirect wholly owned Subsidiary of P&O Princess, in each case free and clear of any Lien. Except as set forth above or as contemplated by this Agreement, 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 which obligate P&O Princess or any of its subsidiaries Subsidiaries to issue or obligating Parent or to sell any of its subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity securities of Parent P&O Princess or any of its subsidiaries Subsidiaries or obligating Parent any securities or obligations convertible or exchangeable into or exercisable for, or giving any Person a right to subscribe for or acquire from P&O Princess or any of its subsidiaries to issueSubsidiaries, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking. There are no outstanding contractual obligations, commitments, understandings or arrangements securities of Parent P&O Princess or any of its subsidiaries Subsidiaries, and no securities or obligations evidencing such rights are authorized, issued or outstanding. P&O Princess does not have outstanding any bonds, debentures, notes or other obligations the holders of which have the right to repurchase, redeem vote (or otherwise acquire which are convertible into or make exercisable for securities having the right to vote) with the shareholders of P&O Princess on any payment in respect of any shares of capital stock of Parent or any of its subsidiaries. The authorized capital stock of Sub consists of 75,000,000 shares of common stock, $0.001 par value per share, no shares have been issuedmatter.

Capital Structure. (a) The authorized capital stock of Parent consists of 60,000,000 one billion (1,000,000,000) shares of Parent Common Stock, $0.001 no par value, of which 10,231,419 14,353,768 shares of Parent Common Stock are issued and outstanding. There are no convertible notesoutstanding on January 19, options 1999 (b) and otherwise instruments outstanding. immediately after the Effective Time of the Merger, 6,180,000 one billion (1,000,000,000) shares of Parent Common Stock held by the two affiliated shareholders shall be automatically cancelledPreferred Stock, further to a separate Share Cancellation Agreement. Upon the cancellation of these shares, the Parent has agreed to transfer the assets, any intellectual property and liabilities to the former President of National Filings Agents, Inc. And, Phoenix Capital, Inc., has agreed to pay the two affiliated shareholders, the sum of Forty-five Thousand ($45,000) Dollars in exchange for the benefit of the Parent to complete the acquisition of Plantation Working Interests, LLC. (See Exhibit B.) Also authorized are 15,000,000 shares of preferred stock, $0.001 no par value, none of which is are issued and outstanding. Except as set forth above, no shares of capital stock or other equity securities of Parent are issued, reserved for issuance or outstanding. All outstanding shares of The authorized capital stock of Parent areMerger Sub consists of 1,000 shares of Common Stock, all of which, as of the date hereof, are issued and outstanding and are held by Parent. All such shares have been duly authorized, and all such issued and outstanding shares which may have been validly issued, are fully paid and nonassessable and are free of any liens or encumbrances other than any liens or encumbrances created by or imposed upon the holders thereof. (c) The shares of Parent Common Stock to be issued pursuant to this Agreement will bethe Merger, when issued, will be duly authorized, validly issued, fully paid and nonassessable andnon-assessable. (d) The Parent has reserved shares of Common Stock for issuance to employees, not directors and consultants pursuant to the Parent's Employee and Non-Employee Option Plans and Employee Stock Purchase Plan, of which on the date of this Agreement 1,563,925 shares are subject to preemptive rightsoutstanding, and issued in compliance with all applicable state and federal laws concerning the issuance of securities. There are no outstanding bondsunexercised options, debentures, notes or other indebtedness or other securities of Parent having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which shareholders of Parent may vote587,027 shares remain available for future grant. Except as set forth abovefor the options described in the immediately preceding sentence, there are no outstanding securities, options, warrants, calls, rights, commitments, agreements, arrangements commitments or undertakings agreement of any kind character, written or oral, to which the Parent or any of its subsidiaries is a party or by which any of them it is bound obligating the Parent or any its subsidiaries to issue, deliver or deliver, sell, repurchase or cause redeem, or caused to be issued, delivered or delivered, sold, additional repurchased or redeemed, any shares of the capital stock or other equity securities of the Parent or any of its subsidiaries or obligating the Parent or any of its subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity securities of Parent or any of its subsidiaries or obligating Parent or any of its subsidiaries to issue, grant, extend extend, accelerate the vesting of, change the price of, otherwise amend or enter into any such security, option, warrant, call, right, commitment, commitment or agreement, arrangement or undertaking. There are no outstanding contractual obligationsor authorized stock appreciation, commitmentsphantom stock, profit participation or other similar rights with respect to the Parent. Except as contemplated hereby, there are no voting trusts, proxies, or other agreements or understandings or arrangements of Parent or any of its subsidiaries with respect to repurchase, redeem or otherwise acquire or make any payment in respect of any shares of capital the voting stock of Parent or any of its subsidiaries. The authorized capital stock of Sub consists of 75,000,000 shares of common stock, $0.001 par value per share, no shares have been issuedthe Parent.

Capital Structure. (i) The authorized capital stock of Parent SCB consists of 60,000,000 (i) 50,000,000 shares of Parent SCB common stock, no par value per share (“SCB Common Stock”), $0.001 of which 13,278,005 shares are issued and outstanding, and (ii) 50,000,000 shares of serial preferred stock, no par value, of which 10,231,419 no shares of Parent Common Stock are issued and outstanding. There are no convertible notes, options and otherwise instruments outstanding. immediately after the Effective Time of the Merger, 6,180,000 shares of Parent Common Stock held by the two affiliated shareholders shall be automatically cancelled, further to a separate Share Cancellation Agreement. Upon the cancellation of these shares, the Parent has agreed to transfer the assets, SCB does not have any intellectual property and liabilities to the former President of National Filings Agents, Inc. And, Phoenix Capital, Inc., has agreed to pay the two affiliated shareholders, the sum of Forty-five Thousand ($45,000) Dollars in exchange for the benefit of the Parent to complete the acquisition of Plantation Working Interests, LLC. (See Exhibit B.) Also authorized are 15,000,000 shares of preferred stock, $0.001 par value, none of which is issued and outstanding. Except as set forth above, no other shares of capital stock or other equity securities of Parent are issuedauthorized, reserved for issuance designated, issued or outstanding. All outstanding shares of SCB’s capital stock of Parent arestock: (i) have been duly authorized and validly issued and are fully paid, non- assessable and all shares which may be issued pursuant to this Agreement will be, when issued, duly authorized, validly issued, fully paid and nonassessable and, not subject to preemptive rightsrights or similar rights created by statute, the SCB Articles or the SCB Bylaws or any agreement to which SCB is a party, and (ii) have been offered, sold, issued and delivered by SCB in all material respects in compliance with all applicable state and federal laws concerning the issuance of securitiesLaws. There are no declared or accrued but unpaid dividends with respect to any shares of SCB capital stock. SCB also has 2,500,000 shares of SCB Common Stock reserved for issuance under the SCB Benefit Plans, and does not have any other shares of capital stock authorized, designated, issued or outstanding. (ii) The authorized capital stock of BOSC consists of (i) 20,000,000 shares of BOSC Common Stock, $5.00 par value per share, of which 9,412,690 shares are issued and outstanding bondsand all held by SCB, debenturesand (ii) 10,000,000 shares of serial preferred stock, notes no par value, of which no shares are issued and outstanding. BOSC does not have any other shares of capital stock authorized, designated, issued or other indebtedness outstanding All outstanding shares of BOSC’s capital stock: (i) have been duly authorized and validly issued and are fully paid, non-assessable (except as provided in 12 U.S.C § 55) and not subject to preemptive rights or other securities similar rights created by statute, the BOSC Articles, the BOSC Bylaws or any agreement to which BOSC is a party, and (ii) have been offered, sold, issued and delivered by BOSC in all material respects in compliance with all applicable Laws. There are no declared or accrued but unpaid dividends with respect to any shares of Parent having BOSC capital stock. (iii) Schedule 5.3(b)(iii) of the right to vote (or convertible intoSCB Disclosure Schedule lists, or exchangeable forin reasonable detail, securities having each restricted stock grant and the right to vote) on any matters on which shareholders terms thereof outstanding under the SCB Plans and lists, in reasonable detail, all options for shares of Parent may voteSCB Common Stock outstanding under the SCB Plans, the names of the grantees, the grant date, the exercise prices, and the termination dates thereof. Except Other than as set forth aboveon Schedule 5.3(b)(iii) of the SCB Disclosure Schedule, there are no outstanding securities, options, warrants, calls, rights, commitments, agreements, arrangements Rights or undertakings of any kind to which Parent or any of its subsidiaries is a party or by which any of them is bound agreements obligating Parent or any its subsidiaries SCB to issue, deliver deliver, sell, repurchase or sellredeem, or cause to be issued, delivered or delivered, sold, additional shares of repurchased or redeemed, any SCB capital stock or other equity securities of Parent or any of its subsidiaries or obligating Parent or any of its subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or equity or other equity securities ownership interest of Parent or any of its subsidiaries SCB or obligating Parent or any of its subsidiaries SCB to issue, grant, extend extend, accelerate the vesting of, change the price of, otherwise amend or enter into any such securityRight. Other than as set forth on Schedule 5.3(b)(iii) of the SCB Disclosure Schedule, option, warrant, call, right, commitment, agreement, arrangement or undertaking. There there are no outstanding contractual obligationsor authorized stock option, commitmentsstock appreciation, understandings or arrangements of 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 Parent or any of its subsidiaries. The authorized capital stock of Sub consists of 75,000,000 shares of common phantom stock, $0.001 par value per shareprofit participation, no shares have been issuedor other similar rights with respect to SCB.

Capital Structure. The authorized capital stock of Parent AQSP consists of 60,000,000 (a) 100,000,000 shares of Parent AQSP Common Stock, Stock $0.001 par value, of which 10,231,419 value per share and (b) 10,000,000 shares of Parent Common Stock are issued and outstanding. There are no convertible notes, options and otherwise instruments outstanding. immediately after the Effective Time of the Merger, 6,180,000 shares of Parent Common Stock held by the two affiliated shareholders shall be automatically cancelled, further to a separate Share Cancellation Agreement. Upon the cancellation of these shares, the Parent has agreed to transfer the assets, any intellectual property and liabilities to the former President of National Filings Agents, Inc. And, Phoenix Capital, Inc., has agreed to pay the two affiliated shareholders, the sum of Forty-five Thousand ($45,000) Dollars in exchange for the benefit of the Parent to complete the acquisition of Plantation Working Interests, LLC. (See Exhibit B.) Also authorized are 15,000,000 shares of preferred stock, $0.001 par value“blank check” Preferred Stock, none of which is has been issued (“AQSP Preferred Stock”). As of the date of this Agreement: (1) 291,624 shares of AQSP Stock were issued and outstanding; (2) no shares of AQSP Preferred Stock were issued or outstanding; (3) 630,000 AQSP Options were issued and outstanding; and (4) 460,000 AQSP warrants were issued and outstanding (with the holders of such AQSP warrants having certain so-called “double down” rights in regard to their investment in AQSP notes and warrants pursuant to the terms and conditions of AQSP’s private placement, the first $920,000 of which closed in March, 2011. Except as set forth described above, there were no shares of voting or non-voting capital stock stock, equity interests or other equity securities of Parent are AQSP authorized, issued, reserved for issuance or otherwise outstanding. All outstanding shares of capital stock of Parent AQSP Stock are, and all shares which may of AQSP Stock to be issued pursuant to in connection with the consummation of the transactions contemplated by this Agreement will be, when issuedissued in accordance with the terms hereof, duly authorized, validly issued, fully paid and nonassessable andnon-assessable, and not subject to, or issued in violation of, any kind of preemptive, subscription or any kind of similar rights. Except as provided hereunder, neither AQSP nor AQSP Mergeco is subject to preemptive rightsany obligation or requirement to provide funds for, or to make any investment (in the form of a loan or capital contribution) to or in any Person. All of the issued and outstanding shares of AQSP Stock were issued in compliance in all material respects with all applicable federal and state and federal laws concerning the issuance of securitiessecurities laws. There are no outstanding bonds, debentures, notes or other indebtedness or other securities of Parent having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which shareholders of Parent may vote. Except as set forth above, there are no outstanding securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind to which Parent or any of its subsidiaries AQSP Mergeco is a party or by which any wholly-owned subsidiary of them is bound obligating Parent or any its subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity securities of Parent or any of its subsidiaries or obligating Parent or any of its subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity securities of Parent or any of its subsidiaries or obligating Parent or any of its subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking. There are no outstanding contractual obligations, commitments, understandings or arrangements of 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 Parent or any of its subsidiaries. The authorized capital stock of Sub consists of 75,000,000 shares of common stock, $0.001 par value per share, no shares have been issuedAQSP.

Capital Structure. (a) The authorized capital stock of Parent consists of 60,000,000 of: (i) 45,000,000 shares of Parent Common Stock, of which there were 7,085,863 shares issued and 6,985,763 shares outstanding as of the Execution Date, and (ii) 5,000,000 shares of preferred stock, par value $0.001 par value.001, of which 10,231,419 1,647,059 shall be designated as Parent Preferred Stock on or prior to the Closing Date, and of which no shares are issued and outstanding as of the Closing Date. No other shares of preferred stock of Parent have been designated as of the Execution Date. As of the Execution Date, there are no other outstanding shares of capital stock or voting securities and no outstanding commitments to issue any shares of capital stock or voting securities, other than: (i) publicly-traded warrants to purchase 2,085,000 shares of Parent Common Stock at an exercise price of $6.30 per share as of the Execution Date (the "PARENT WARRANTS") or (ii) pursuant to the exercise of options outstanding under the 2001 Stock Option Plan of the Company (as amended, the "PARENT STOCK OPTION PLAN" and such options, the "PARENT OPTIONS"). The authorized capital stock of Merger Sub consists of 45,000,000 shares of common stock, par value $.001 per share, of which 1,000 shares are issued and outstanding and held by Parent, and 5,000,000 shares of preferred stock, par value $.001 per share, of which no shares are issued and outstanding. There are no convertible notes, options and otherwise instruments outstanding. immediately after the Effective Time of the Merger, 6,180,000 The shares of Parent Common Preferred Stock held by the two affiliated shareholders shall be automatically cancelled, further to a separate Share Cancellation Agreement. Upon the cancellation of these shares, the Parent has agreed to transfer the assets, any intellectual property and liabilities to the former President of National Filings Agents, Inc. And, Phoenix Capital, Inc., has agreed to pay the two affiliated shareholders, the sum of Forty-five Thousand ($45,000) Dollars in exchange for the benefit of the Parent to complete the acquisition of Plantation Working Interests, LLC. (See Exhibit B.) Also authorized are 15,000,000 shares of preferred stock, $0.001 par value, none of which is issued and outstanding. Except as set forth above, no shares of capital stock or other equity securities of Parent are issued, reserved for issuance or outstanding. All outstanding shares of capital stock of Parent are, and all shares which may be issued pursuant to this Agreement will bein the Merger will, when issuedupon issuance, be duly authorized, validly issued, fully paid and nonassessable andnon-assessable. (b) All outstanding shares of Parent Common Stock are duly authorized, validly issued, fully paid and non-assessable and are free of any Liens, other than any Liens created by or imposed upon the holders thereof, and are not subject to preemptive rightsrights or rights of first refusal created by Delaware Law, and issued in compliance with all applicable state and federal laws concerning the issuance Certificate of securities. There are no outstanding bonds, debentures, notes Incorporation or other indebtedness or other securities Bylaws of Parent having or any agreement to which Parent is a party or by which it is bound. As of the right to vote (or convertible intoclose of business on the Execution Date, or exchangeable for, securities having the right to vote) on any matters on which shareholders Parent has reserved 2,100,000 shares of Parent may voteCommon Stock for issuance to directors, employees and consultants pursuant to the Parent Stock Option Plan. Except As of the Execution Date, 1,333,416 shares of Parent Common Stock are issuable upon the exercise of vested Parent Options and 2,085,000 shares of Parent Common Stock are issuable upon exercise of the Parent Warrants. On the Execution Date, except as set forth aboveon Schedule 4.2(b) to the Parent Disclosure Schedule and in the Parent SEC Documents and except for: (i) the rights created pursuant to this Agreement, the Parent Stock Option Plan, the Parent Options and the Parent Warrants and (ii) Parent's right to repurchase any unvested shares under the Parent Stock Option Plan, there are no outstanding securities, other options, warrants, calls, rights, commitments, agreements, arrangements commitments or undertakings agreements of any kind character to which Parent or any of its subsidiaries is a party or by which any of them it is bound obligating Parent or any its subsidiaries to issue, deliver deliver, sell, repurchase or sellredeem, or cause to be issued, delivered or delivered, sold, additional repurchased or redeemed, any shares of capital stock or other equity securities of Parent or any of its subsidiaries Capital Stock or obligating Parent or any of its subsidiaries to issuegrant, deliver or sellextend, accelerate the vesting of, change the price of, or cause to be issued, delivered or sold, additional shares of capital stock or other equity securities of Parent or any of its subsidiaries or obligating Parent or any of its subsidiaries to issue, grant, extend otherwise amend or enter into any such security, option, warrant, call, right, commitmentcommitment or agreement. Except as set forth on Schedule 4.2(b) to the Parent Disclosure Schedule, agreementthe consummation of the merger transaction and other transactions contemplated hereby shall not increase, arrangement decrease, nor otherwise affect: (i) the number of shares for which any Parent Warrants or undertaking. There Parent Options are exercisable or (ii) the exercise price for any shares issuable pursuant to the Parent Warrants or Parent Options. (c) Except as set forth on Schedule 4.2(c) to the Parent Disclosure Schedule, there are no outstanding contractual obligationsvoting trusts or agreements, commitmentsstockholders' agreements, understandings pledge agreements, buy-sell agreements, rights of first refusal, preemptive rights, registration rights or arrangements proxies relating to any securities of Parent or any to which Parent is a party or, to Parent's knowledge, to which Parent is not a party. All of its subsidiaries to repurchase, redeem or otherwise acquire or make any payment in respect of any shares of capital stock the outstanding securities of Parent or any of its subsidiaries. The authorized capital stock of Sub consists of 75,000,000 shares of common stock, $0.001 par value per share, no shares have been issuedwere issued in compliance with all applicable Federal and state securities laws.

Capital Structure. (a) The authorized capital stock of Parent Purchaser consists of 60,000,000 (i) 15,000,000 shares of Parent Common Stock, par value $0.001 par valueper share, of which 10,231,419 6,829,039 shares were issued and outstanding as of November 30, 1997 and (b) 1,000,000 shares of Parent Common Stock Preferred Stock, par value $0.001 per share, of which no shares are issued and outstanding. There are no convertible notes, options and otherwise instruments outstanding. immediately after the Effective Time All of the Merger, 6,180,000 shares of Parent Common Stock held by the two affiliated shareholders shall be automatically cancelled, further to a separate Share Cancellation Agreement. Upon the cancellation of these shares, the Parent has agreed to transfer the assets, any intellectual property and liabilities to the former President of National Filings Agents, Inc. And, Phoenix Capital, Inc., has agreed to pay the two affiliated shareholders, the sum of Forty-five Thousand ($45,000) Dollars in exchange for the benefit of the Parent to complete the acquisition of Plantation Working Interests, LLC. (See Exhibit B.) Also authorized are 15,000,000 shares of preferred stock, $0.001 par value, none of which is issued and outstanding. Except as set forth above, no shares of capital stock or other equity securities of Parent are issued, reserved for issuance or outstanding. All outstanding shares of capital stock Common Stock of Parent arethe Purchaser have been duly authorized and validly issued, and all of such shares were not issued in violation of any person's preemptive rights, and are fully paid and nonassessable. As of November 30, 1997, Purchaser had reserved (i) 1,912,416 shares of Common Stock for issuance to employees, directors and independent contractors pursuant to the Purchaser Stock Option Plans, of which may be approximately no shares had been issued pursuant to this Agreement will beoption exercises, when issuedand approximately 1,004,885 shares of which were subject to outstanding, unexercised options, and (ii) 400,000 shares of Common Stock for issuance to employees pursuant to the Purchaser Employee Stock Purchase Plan, of which no shares had been issued and as of November 30, 1997. (b) The Common Stock Consideration has been duly authorized, and upon issuance in accordance with the terms of this Agreement, will be validly issued, fully paid and nonassessable andnonassessable, and free of, and not subject to any preemptive rightsrights or rights of first refusal created by statute, and issued in compliance with all applicable state and federal laws concerning the issuance Certificate of securities. There are no outstanding bondsIncorporation or Bylaws of Purchaser, debentures, notes or other indebtedness or other securities of Parent having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which shareholders of Parent may vote. Except as set forth above, there are no outstanding securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind agreement to which Parent or any of its subsidiaries Purchaser is a party or by which any of them it is bound obligating Parent or any its subsidiaries to issueotherwise. (c) The Additional Common Stock Consideration has been duly authorized, deliver or selland upon issuance in accordance with the terms of this Agreement, or cause to will be validly issued, delivered fully paid and nonassessable, and free of, and not subject to any preemptive rights or soldrights of first refusal created by statute, additional shares the certificate of capital stock incorporation or other equity securities bylaws of Parent Purchaser, any agreement to which Purchaser is a party or any of its subsidiaries by which it is bound or obligating Parent or any of its subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity securities of Parent or any of its subsidiaries or obligating Parent or any of its subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking. There are no outstanding contractual obligations, commitments, understandings or arrangements of 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 Parent or any of its subsidiaries. The authorized capital stock of Sub consists of 75,000,000 shares of common stock, $0.001 par value per share, no shares have been issuedotherwise.

Capital Structure. The authorized capital stock of Parent THK consists of 60,000,000 (a) 100,000,000 shares of Parent THK Common Stock and (b) 5,000,000 shares of “blank check” Preferred Stock, $0.001 par value, 500,000 shares of which 10,231,419 have been designated “Series One Preferred Stock” (“THK Preferred Stock”). As of February 1, 2006: (1) 41,402,656 shares of Parent THK Common Stock are were issued and outstanding. There are no convertible notes, options and otherwise instruments outstanding. immediately after the Effective Time of the Merger, 6,180,000 shares of Parent Common Stock held by the two affiliated shareholders shall be automatically cancelled, further to a separate Share Cancellation Agreement. Upon the cancellation of these shares, the Parent has agreed to transfer the assets, any intellectual property and liabilities to the former President of National Filings Agents, Inc. And, Phoenix Capital, Inc., has agreed to pay the two affiliated shareholders, the sum of Forty-five Thousand ($45,0002) Dollars in exchange for the benefit of the Parent to complete the acquisition of Plantation Working Interests, LLC. (See Exhibit B.) Also authorized are 15,000,000 shares of preferred stock, $0.001 par value, none of which is issued and outstanding. Except as set forth above, no shares of capital stock THK Preferred Stock were issued or other equity securities outstanding, (3) 2,500,000 shares of Parent are issuedTHK Common Stock were held in the treasury of THK, and (4) 12,144,246 shares of THK Common Stock were duly reserved for future issuance pursuant to warrants or outstandingoptions issued or granted by THK. All outstanding shares of capital stock of Parent THK Common Stock are, and all shares which may of THK Common Stock to be issued pursuant to in connection with the consummation of the transactions contemplated by this Agreement will be, when issuedissued in accordance with the terms hereof, duly authorized, validly issued, fully paid and nonassessable andnon-assessable, and not subject to preemptive rightsto, and or issued in compliance with all applicable state and federal laws concerning the issuance violation of, any kind of securitiespreemptive, subscription or any kind of similar rights. There are no outstanding bonds, debentures, notes or other indebtedness or other securities of Parent THK having the right to vote (or convertible into, or exchangeable for, convert into securities having the right to vote) on any matters on which shareholders stockholders of Parent THK may vote. Except as set forth abovedescribed on Schedule 5.2(a) hereof, there are no outstanding securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind (contingent or otherwise) to which Parent or any of its subsidiaries THK is a party or by which any of them is bound obligating Parent or any its subsidiaries THK to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity voting securities of Parent or any of its subsidiaries THK or obligating Parent or any of its subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity securities of Parent or any of its subsidiaries or obligating Parent or any of its subsidiaries THK to issue, grant, extend or enter into any such agreement to issue, grant or extend any security, option, warrant, call, right, commitment, agreement, arrangement or undertaking. There are no outstanding contractual obligationsExcept as set forth on Schedule 5.2(b), commitmentsneither THK nor Litmus Acquisition Sub is subject to any obligation or requirement to provide funds for, understandings or arrangements of Parent or any of its subsidiaries to repurchase, redeem or otherwise acquire or make any payment investment (in respect the form of a loan or capital contribution) to, or in, any Person. All of the issued and outstanding shares of capital stock of Parent or any of its subsidiaries. The authorized capital stock of Sub consists of 75,000,000 shares of common stock, $0.001 par value per share, no shares have been issuedTHK Common Stock were issued in compliance with all applicable federal and state securities laws.

Capital Structure. The authorized capital stock of Parent AcuVoice consists of 60,000,000 (i) 50,000,000 shares of Parent AcuVoice Common Stock, $0.001 par valueof which there were 8,881,920 shares issued and outstanding as of the close of business on November 30, 1997 and (ii) 4,450,000 shares of AcuVoice Preferred Stock, of which 10,231,419 there were issued and outstanding as of that same date 2,000,000 shares of Parent Common Series A Preferred Stock, 50,000 shares of Series B Preferred Stock, 1,846,000 shares of Series C Preferred Stock, 200,000 shares of Series D Preferred Stock and 200,000 shares of Series E Preferred Stock. All shares of Preferred Stock are issued and outstanding. There are no convertible notes, options and otherwise instruments outstanding. immediately after the Effective Time of the Merger, 6,180,000 into 4,608,049 shares of Parent Common Stock held by the two affiliated shareholders shall be automatically cancelled, further to a separate Share Cancellation Agreement. Upon the cancellation of these shares, the Parent has agreed to transfer the assets, any intellectual property and liabilities to the former President of National Filings Agents, Inc. And, Phoenix Capital, Inc., has agreed to pay the two affiliated shareholders, the sum of Forty-five Thousand ($45,000) Dollars in exchange for the benefit of the Parent to complete the acquisition of Plantation Working Interests, LLC. (See Exhibit B.) Also authorized are 15,000,000 shares of preferred stock, $0.001 par value, none of which is issued and outstanding. Except as set forth above, no shares of capital stock or other equity securities of Parent are issued, reserved for issuance or outstandingStock. All outstanding shares of capital stock of Parent are, and all shares which may be issued pursuant to this Agreement will be, when issued, AcuVoice Capital Stock are duly authorized, validly issued, fully paid and nonassessable andnon-assessable and are free of any liens or encumbrances other than any liens or encumbrances created by or imposed upon the holders thereof, and are not subject to preemptive rightsrights or rights of first refusal created by statute, and issued in compliance with all applicable state and federal laws concerning the issuance Articles of securities. There are no outstanding bonds, debentures, notes Incorporation or other indebtedness Bylaws of AcuVoice or other securities of Parent having the right any agreement to vote (which AcuVoice is a party or convertible into, or exchangeable for, securities having the right to vote) on any matters on by which shareholders of Parent may voteit is bound. Except as set forth abovefor the rights created pursuant to this Agreement, there are no outstanding securities, options, warrants, calls, rights, commitments, agreements, arrangements commitments or undertakings agreements of any kind character to which Parent or any of its subsidiaries AcuVoice is a party or by which any of them it is bound obligating Parent or any its subsidiaries AcuVoice to issue, deliver or deliver, sell, repurchase or redeem or cause to be issued, delivered or delivered, sold, additional repurchased or redeemed, any shares of capital stock or other equity securities of Parent or any of its subsidiaries AcuVoice Capital Stock or obligating Parent or any of its subsidiaries AcuVoice to issuegrant, deliver or sellextend, accelerate the vesting of, change the price of, or cause to be issued, delivered or sold, additional shares of capital stock or other equity securities of Parent or any of its subsidiaries or obligating Parent or any of its subsidiaries to issue, grant, extend otherwise amend or enter into any such security, option, ,. warrant, call, right, commitment, commitment or agreement, arrangement or undertaking. There are no outstanding contractual obligationsother contracts, commitmentscommitments or agreements relating to voting, understandings purchase or arrangements sale of Parent AcuVoice's capital stock (i) between or among AcuVoice and any of its subsidiaries shareholders and (ii) to repurchaseAcuVoice's knowledge, redeem between or otherwise acquire or make among any payment in respect of AcuVoice's shareholders, except for the shareholders delivering the Affiliate Agreements (as defined below). AcuVoice is not under any shares of capital stock of Parent obligation to register under the Securities Act any presently outstanding AcuVoice Capital Stock or any of its subsidiaries. The authorized capital stock of Sub consists of 75,000,000 shares of common stock, $0.001 par value per share, no shares have been AcuVoice which may subsequently be issued.

Capital Structure. (a) The authorized capital stock Capital Stock of Parent the Company consists of 60,000,000 100,000,000 shares of Parent Common StockStock and 1,000,000 shares of preferred stock, $0.001 .01 par value, which may be divided into and issued in one or more series upon the creation thereof by the Board (the "Authorized Preferred Stock"), of which 10,231,419 which, as of April -------------------------- 8, 1999, (A) 68,884,951 shares of Parent Common Stock are issued and outstanding. There are no convertible notes, options and otherwise instruments outstanding. immediately after the Effective Time of the Merger, 6,180,000 (B) 6,823,769 shares of Parent Common Stock have been authorized and reserved for issuance under the Stock Plans, (C) 0 shares of Common Stock are held by the two affiliated shareholders shall be automatically cancelled, further to a separate Share Cancellation Agreement. Upon the cancellation Company in its treasury and (D) no shares of these shares, the Parent has agreed to transfer the assets, Common Stock are held by any intellectual property and liabilities to the former President of National Filings Agents, Inc. And, Phoenix Capital, Inc., has agreed to pay the two affiliated shareholders, the sum of Forty-five Thousand ($45,000) Dollars in exchange for the benefit of the Parent to complete the acquisition of Plantation Working Interests, LLC. (See Exhibit B.) Also authorized are 15,000,000 shares of preferred stock, $0.001 par value, none of which is issued and outstandingCompany's Subsidiaries. Except as set forth abovedescribed in this Section 3.3, the Company has no shares of capital stock ----------- authorized, issued or other equity securities of Parent are issued, reserved for issuance or outstanding. All outstanding shares of capital stock Capital Stock as of Parent arethe date of this Agreement. (b) Except as limited by applicable bankruptcy, insolvency, reorganization, moratorium and all shares which may be issued pursuant other similar laws of general applicability relating to this Agreement will be, when issued, duly authorized, validly issued, fully paid and nonassessable and, not subject to preemptive or affecting creditors' rights, there are no restrictions or limitations, contractual or otherwise, binding upon the Company or any of its Subsidiaries or to which the Company or any of its Subsidiaries is subject that prohibit or limit the enforceability of the terms and issued provisions of the Certificate of Designation or, except as provided for in compliance with all applicable state the Warrants, will prohibit or limit the right of a holder of Warrants to exercise Warrants for shares of Common Stock; and federal laws concerning the issuance exercise of securities. any Warrants for shares of Common Stock will not violate or result in or constitute a default under any existing loan or credit agreement, note, bond, mortgage, indenture, lease, permit, concession, franchise, license or any other contract, agreement, arrangement or understanding to which the Company or any of its Subsidiaries is a party or by which they or any of their properties or assets are bound other than any such violations or defaults that, individually or in the aggregate, have not had and could not reasonably be expected to have a Material Adverse Effect; (c) There are no outstanding bondswarrants, debenturesshare or stock options, notes share or stock appreciation rights or other indebtedness rights to receive or other securities purchase any Capital Stock of Parent having the right to vote (Company or convertible into, any of its Subsidiaries granted under the Stock Plans or exchangeable for, securities having the right to vote) on any matters on which shareholders of Parent may vote. Except otherwise except as set forth abovein the Company 1998 Form 10-K or Schedule 3.3(c) --------------- of the Company Disclosure Schedule (such warrants, share or stock options, share or stock appreciation rights or other rights disclosed thereon, collectively, the "Company Options"). Except for the Company Options and except as provided --------------- in the Transaction Documents, there are no outstanding securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind to which Parent the Company or any of its subsidiaries Subsidiaries is a party or by which any of them is bound obligating Parent the Company or any of its subsidiaries Subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares any Capital Stock of capital stock the Company or other equity securities of Parent any of its Material Subsidiaries or obligating the Company or any of its subsidiaries or obligating Parent or any of its subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity securities of Parent or any of its subsidiaries or obligating Parent or any of its subsidiaries Subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking. There are no outstanding contractual obligations, commitments, understandings or arrangements obligations of Parent the Company or any of its subsidiaries Subsidiaries (contingent or otherwise) to repurchase, redeem or otherwise acquire or make any payment in respect Capital Stock of any shares of capital stock of Parent the Company or any of its subsidiaries. The authorized capital stock of Sub consists of 75,000,000 Material Subsidiaries or any security exchangeable for or convertible into such Capital Stock. (d) All outstanding shares of common stockCapital Stock of the Company and its Material Subsidiaries are, $0.001 par value per shareand all shares which may be issued upon exercise of the Warrants, conversion of the Shares or as a dividend on the Shares, will be, when issued in accordance with the terms of the Warrants and upon delivery of the exercise price, payable with respect thereto or in accordance with the terms of the Shares, as the case may be, duly authorized, validly issued, fully paid and nonassessable and not subject to preemptive or similar rights. (e) Except as contemplated hereby or in the other Transaction Documents or as set forth in the Company 1998 Form 10-K or Schedule 3.3(e), there are not any --------------- registration rights agreements, shareholder agreements, voting agreements or trusts, proxies or other agreements or contractual obligations to which the Company or any Subsidiary is a party or bound with respect to the registration with any Government Entity of any Capital Stock of the Company or any of its Material Subsidiaries, or the voting or disposition of any Capital Stock of the Company or any of its Material Subsidiaries and, to the Company's Knowledge, there are no shares have been issuedother shareholder agreements, voting agreements or trusts, proxies or other agreements or contractual obligations among the shareholders of the Company with respect to the voting or disposition of any Capital Stock of the Company or any of its Material Subsidiaries.

Capital Structure. (a) The authorized capital stock of Parent Buyer consists of 60,000,000 1,000 shares of Parent Common Stockcommon stock, par value $0.001 par value.01 per share, of which 10,231,419 376.0733 shares of Parent Common Stock are issued and outstanding. There are no convertible notes, options and otherwise instruments outstanding. immediately after the Effective Time All of the Merger, 6,180,000 outstanding shares of Parent Buyer have been duly authorized and validly issued and are fully paid and nonassessable and were issued without violation of any preemptive rights. As of the date hereof, the Buyer Common Stock is owned as shown on Schedule 5.2(a). No additional Buyer Common Stock or any security convertible into, or exchangeable for, Buyer Common Stock, shall be issued to any VSI Stockholder prior to the Closing and no modification or amendment shall be made in the terms of any Buyer Common Stock held by the two affiliated shareholders shall be automatically cancelled, further to a separate Share Cancellation AgreementVSI Stockholders. Upon On the cancellation of these sharesClosing Date, the Parent has agreed to transfer the assets, any intellectual property and liabilities to the former President of National Filings Agents, Inc. And, Phoenix Capital, Inc., has agreed to pay the two affiliated shareholders, the sum of Forty-five Thousand ($45,000) Dollars in exchange for the benefit of the Parent to complete the acquisition of Plantation Working Interests, LLC. (See Exhibit B.) Also authorized are 15,000,000 shares of preferred stock, $0.001 par value, none of which is issued and outstanding. Except as set forth above, no shares of capital stock or other equity securities of Parent are issued, reserved for issuance or outstanding. All outstanding shares of capital stock of Parent areBuyer will consist of 1,000 shares of Buyer Common Stock, of which the issued and all outstanding shares which may will be issued pursuant to this Agreement will be, when issued, duly authorized, authorized and validly issued, fully paid and nonassessable and, not subject to and issued without violation of any preemptive rights. (b) Blackstone represents and warrants and each other VSI Stockholder represents and warrants as to itself that such VSI Stockholder has good and valid title to the Buyer Shares that are set forth on Schedule 5.2(a) opposite the name of such VSI Stockholder and owns such Buyer Common Stock free and clear of all Encumbrances, and issued in compliance with all applicable state and federal laws concerning the issuance of securities. There are no outstanding bonds, debentures, notes or other indebtedness or other securities of Parent having the right to vote than Permitted Encumbrances. (or convertible into, or exchangeable for, securities having the right to votec) on any matters on which shareholders of Parent may vote. Except as set forth aboveon Schedule 5.2(c), there are no outstanding securitiessubscriptions, options, rights, warrants, convertible securities or other agreements (other than this Agreement) or calls, rightsdemands, commitments, agreements, arrangements preemptive rights or undertakings commitments of any kind relating to which Parent the issuance, sale or any of its subsidiaries is a party or by which any of them is bound obligating Parent or any its subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity securities of Parent or any of its subsidiaries or obligating Parent or any of its subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity securities of Parent or any of its subsidiaries or obligating Parent or any of its subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking. There are no outstanding contractual obligations, commitments, understandings or arrangements of Parent or any of its subsidiaries to repurchase, redeem or otherwise acquire or make any payment in respect transfer of any shares of capital stock of Parent or any Buyer Company. (d) The delivery to Sellers of its subsidiaries. The authorized capital stock the certificates representing the Buyer Common Stock in accordance with Section 2 will transfer to each Seller of Sub consists record and beneficial ownership of 75,000,000 shares the Buyer Common Stock free and clear of common stock, $0.001 par value per share, no shares have been issuedall Encumbrances (other than Encumbrances created by Sellers).

Capital Structure. The authorized capital stock of Parent Aerkomm consists of 60,000,000 450,000,000 shares of Parent Common Stockcommon stock, $0.001 par valuevalue per share, of which 10,231,419 shares of Parent Common Stock are issued and outstanding. There are no convertible notes, options and otherwise instruments outstanding. immediately after the Effective Time of the Merger, 6,180,000 shares of Parent Common Stock held by the two affiliated shareholders shall be automatically cancelled, further to a separate Share Cancellation Agreement. Upon the cancellation of these shares, the Parent has agreed to transfer the assets, any intellectual property and liabilities to the former President of National Filings Agents, Inc. And, Phoenix Capital, Inc., has agreed to pay the two affiliated shareholders, the sum of Forty-five Thousand ($45,000) Dollars in exchange for the benefit of the Parent to complete the acquisition of Plantation Working Interests, LLC. (See Exhibit B.) Also authorized are 15,000,000 5,000,000 shares of preferred stock, $0.001 par valuevalue per share. As of the date hereof and immediately prior to the Closing, none (a) 810,850 shares of which is Aerkomm’s common stock are issued and outstanding, (b) no shares of Aerkomm’s preferred stock are issued and outstanding and (c) no shares of Aerkomm’s common stock or preferred stock are held by Aerkomm in its treasury. Except as set forth above, no shares of capital stock or other equity voting securities of Parent are Aerkomm were issued, reserved for issuance or outstanding. All outstanding shares of the capital stock of Parent Aerkomm are, and all such shares which that may be issued pursuant prior to this Agreement the date hereof will be, be when issued, duly authorized, validly issued, fully paid and nonassessable and, and not subject to preemptive rights, and or issued in compliance with all applicable state violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the Nevada Revised Statutes, the articles of incorporation and federal laws concerning the issuance bylaws of securitiesAerkomm, or any Contract to which Aerkomm is a party or otherwise bound. There are no outstanding not any bonds, debentures, notes or other indebtedness or other securities of Parent Aerkomm having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which shareholders holders of Parent Aerkomm’s capital stock may votevote (the “Voting Aerkomm Debt”). Except as set forth aboveAs of the date of this Agreement, there are no outstanding securities, not any options, warrants, callsrights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, agreementsContracts, arrangements or undertakings of any kind to which Parent or any of its subsidiaries Aerkomm is a party or by which any of them it is bound (a) obligating Parent or any its subsidiaries Aerkomm to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity securities of Parent interests in, or any of its subsidiaries security convertible or obligating Parent exercisable for or exchangeable into any of its subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock of or other equity securities of Parent interest in, Aerkomm or any of its subsidiaries or Voting Aerkomm Debt, (b) obligating Parent or any of its subsidiaries Aerkomm to issue, grant, extend or enter into any such security, option, warrant, call, right, security, commitment, agreementContract, arrangement or undertakingundertaking or (c) that give any person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights occurring to holders of the capital stock of Aerkomm. There As of the date of this Agreement, there are no not any outstanding contractual obligations, commitments, understandings or arrangements obligations of Parent or any of its subsidiaries Aerkomm to repurchase, redeem or otherwise acquire or make any payment in respect of any shares of capital stock of Parent or any of its subsidiariesAerkomm. The authorized capital stockholder list provided to Aircom or its counsel is a current stockholder list generated by its stock transfer agent, and such list accurately reflects all of Sub consists of 75,000,000 the issued and outstanding shares of the Aerkomm’ common stock, $0.001 par value per share, no shares have been issued.

Capital Structure. (i) The authorized capital stock of Parent Purchaser consists of 60,000,000 50,000,000 shares of Parent Purchaser Common Stock, $0.001 par value, of which 10,231,419 Stock and 1,000,000 shares of Parent undesignated Preferred Stock (“Purchaser Preferred Stock”). (ii) As of the date of this Agreement, (A) 16,225,467 shares of Purchaser Common Stock are issued and outstanding. There , all of which are no convertible notesvalidly authorized, options validly issued, fully paid, nonassessable and otherwise instruments outstanding. immediately after the Effective Time free of the Merger, 6,180,000 preemptive rights and were issued in full compliance with all applicable laws; (B) No shares of Parent Purchaser Preferred Stock are issued and outstanding; and (C) 273,308 shares of Purchaser Common Stock held by the two affiliated shareholders shall are reserved for issuance pursuant to outstanding grants or awards under Purchaser’s stock-based benefit plans. (iii) The shares of Purchaser Common Stock to be automatically cancelled, further to a separate Share Cancellation Agreement. Upon the cancellation of these shares, the Parent has agreed to transfer the assets, any intellectual property and liabilities to the former President of National Filings Agents, Inc. And, Phoenix Capital, Inc., has agreed to pay the two affiliated shareholders, the sum of Forty-five Thousand ($45,000) Dollars issued in exchange for the benefit shares of Company Common Stock and Class A Common Stock upon consummation of the Parent Merger in accordance with this Agreement have been duly authorized and when issued in accordance with the terms of this Agreement, will be validly issued, fully paid and nonassessable and subject to complete no preemptive rights. (iv) No bonds, debentures, notes or other indebtedness, in each case having the acquisition right to vote on any matters on which shareholders of Plantation Working InterestsPurchaser may vote, LLC. are issued or outstanding. (See Exhibit B.v) Also authorized are 15,000,000 shares of preferred stock, $0.001 par value, none of which is issued and outstanding. Except as set forth abovein this Section 3.3(c), as of the date of this Agreement, (A) no shares of capital stock or other equity voting securities of Parent Purchaser are issued, reserved for issuance or outstanding. All outstanding , and (B) other than options to purchase shares of capital stock Purchaser Common Stock, neither the Company nor any of Parent are, and all shares which may be issued pursuant to this Agreement will be, when issued, duly authorized, validly issued, fully paid and nonassessable and, not subject to preemptive rights, and issued in compliance with all applicable state and federal laws concerning the issuance of securities. There are no its Subsidiaries has or is bound by any outstanding bonds, debentures, notes or other indebtedness or other securities of Parent having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which shareholders of Parent may vote. Except as set forth above, there are no outstanding securitiessubscriptions, options, warrants, puts, calls, rights, commitmentsconvertible securities, agreements, arrangements commitments or undertakings agreements of any kind to which Parent character obligating Purchaser or any of its subsidiaries is a party or by which any of them is bound obligating Parent or any its subsidiaries Subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, any additional shares of capital stock of Purchaser (including any rights plan or other equity securities of Parent agreement) or obligating Purchaser or any of its subsidiaries or obligating Parent or any of its subsidiaries Subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity securities of Parent or any of its subsidiaries or obligating Parent or any of its subsidiaries to issue, grant, extend or enter into any such security, option, warrant, callputs, rightcalls, commitmentrights, convertible securities, commitment or agreement. Neither Purchaser nor any of its Subsidiaries has or is bound by any rights of any character relating to the purchase, arrangement sale or undertakingissuance or voting of, or right to receive dividends or other distributions on shares of Purchaser Common Stock, or any other security of Purchaser or a Subsidiary of Purchaser or any securities representing the right to vote, purchase or otherwise receive any shares of Purchaser Common Stock or any other security of Purchaser or a Subsidiary of Purchaser. There Other than as stated herein, there are no outstanding securities or instruments that contain any redemption or similar provisions, and there are no outstanding contractual obligations, commitments, understandings or arrangements obligations of Parent Purchaser or any of its subsidiaries Subsidiaries to repurchase, redeem or otherwise acquire or make any payment in respect of any shares of capital stock of Parent Purchaser or any of its subsidiaries. The authorized capital stock of Sub consists of 75,000,000 shares of common stock, $0.001 par value per share, no shares have been issuedSubsidiaries.

Capital Structure. The authorized capital stock (a) As of Parent consists of 60,000,000 November 13, 2007 (the “Capitalization Date”), (a) 25,674,121 shares of Parent RMT Partner Common StockStock were issued and outstanding (including 297,968 RMT Partner Restricted Shares), $0.001 par value(b) 7,337,196 shares of RMT Partner Common Stock were held in treasury, (c) 2,858,457 shares of RMT Partner Common Stock were reserved and available for issuance pursuant to the RMT Partner Stock Plans, of which 10,231,419 1,550,957 shares of Parent RMT Partner Common Stock are issued and outstanding. There are no convertible notes, options and otherwise instruments outstanding. immediately after the Effective Time of the Merger, 6,180,000 shares of Parent Common were subject to outstanding RMT Partner Stock held by the two affiliated shareholders shall be automatically cancelled, further to a separate Share Cancellation Agreement. Upon the cancellation of these shares, the Parent has agreed to transfer the assets, any intellectual property and liabilities to the former President of National Filings Agents, Inc. And, Phoenix Capital, Inc., has agreed to pay the two affiliated shareholders, the sum of Forty-five Thousand ($45,000) Dollars in exchange for the benefit of the Parent to complete the acquisition of Plantation Working Interests, LLC. (See Exhibit B.) Also authorized are 15,000,000 shares of preferred stock, $0.001 par value, none of which is issued and outstanding. Except as set forth above, no shares of capital stock or other equity securities of Parent are issued, reserved for issuance or outstanding. All outstanding shares of capital stock of Parent areOptions, and all 1,307,500 shares which may be issued pursuant to this Agreement will be, when issued, duly authorized, validly issued, fully paid and nonassessable and, not were subject to preemptive rightsoutstanding RMT Partner SARs, and issued in compliance with all applicable state and federal laws concerning the issuance of securities. There are (d) no outstanding bonds, debentures, notes notes, or other indebtedness or other securities Indebtedness of Parent RMT Partner having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which shareholders holders of Parent Splitco Common Stock may votevote (“RMT Partner Voting Debt”) are outstanding. All outstanding shares of RMT Partner Common Stock outstanding as of the Capitalization Date are, and all additional shares of RMT Partner Common Stock that may be issued prior to the Splitco Merger Effective Time or pursuant to the Splitco Merger in accordance with the terms of this Agreement 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 DGCL, the articles of incorporation or by-laws or any RMT Partner Material Contract. Except as set forth above, as of the Capitalization Date, there were no other shares of capital stock issued or outstanding. Except as set forth above, as of the date of this Agreement, there are no outstanding securities, not any options, warrants, callsrights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, agreementsContracts, arrangements or undertakings of any kind to which Parent or any of its subsidiaries RMT Partner is a party or by which any of them is bound (i) obligating Parent or any its subsidiaries RMT Partner to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity securities of Parent interests in, or any of its subsidiaries security convertible or obligating Parent exercisable for or exchangeable into any of its subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock of or other equity securities of Parent interest in, RMT Partner or any of its subsidiaries or RMT Partner Voting Debt, (ii) obligating Parent or any of its subsidiaries RMT Partner to issue, grant, extend or enter into any such security, option, warrant, call, right, security, commitment, agreementContract, arrangement or undertaking. There undertaking or (iii) that give any Person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights accruing to holders of RMT Partner Common Stock or that are no outstanding contractual obligations, commitments, understandings linked to the value of RMT Partner Common Stock or arrangements the value of Parent RMT Partner or any part thereof, granted under the RMT Partner Stock Plans or otherwise. From the Capitalization Date until the date of its subsidiaries to repurchasethis Agreement, redeem or otherwise acquire or make any payment in respect there have been no issuances by RMT Partner of any shares of capital stock of, or other equity or voting interests in, RMT Partner, other than the issuance of Parent or any of its subsidiaries. The authorized capital stock of Sub consists of 75,000,000 shares of common stockRMT Partner Common Stock pursuant to the exercise of RMT Partner Stock Options outstanding as of the Capitalization Date in accordance with their terms as in effect on the Capitalization Date. (b) With respect to RMT Partner Stock Options, $0.001 par (i) each RMT Partner Stock Option intended to qualify as an “incentive stock option” under Section 422 of the Code so qualifies, (ii) each grant of an RMT Partner Stock Option was duly authorized no later than the date on which the grant of such RMT Partner Stock Option was, by its terms, to be effective (the “Grant Date”) by all necessary corporate action, including, as applicable, approval by the Board of Directors of RMT Partner (or a duly constituted and authorized committee thereof) and any required stockholder approval by the necessary number of votes or written consents, and the award agreement governing such grant (if any) was duly executed and delivered by each party thereto, (iii) each such grant was made in accordance with the terms of the applicable RMT Partner Stock Plan, the Exchange Act and all other applicable laws and regulatory rules or requirements, including the rules of the RMT Partner Exchange and any other exchange on which RMT Partner securities are traded, (iv) the per share exercise price of each RMT Partner Stock Option was not less than the fair market value per shareof a share of RMT Partner Common Stock on the applicable Grant Date and (v) each such grant was properly accounted for in accordance with GAAP in the financial statements (including the related notes) of RMT Partner and disclosed in all of the RMT Partner SEC Documents in accordance with the Exchange Act and all other applicable laws. RMT Partner has not knowingly granted, and there is no shares have and has been issuedno policy or practice of RMT Partner of granting, RMT Partner Stock Options prior to, or otherwise coordinating the grant of RMT Partner Stock Options with, the release or other public announcement of material information regarding RMT Partner or its affiliates or their results of operations or prospects.

Capital Structure. The (a) As of August 15, 2001, the authorized capital stock of Parent Merger Sub consists of 60,000,000 100,000,000 shares of Parent Merger Sub Common Stock, $0.001 par value, of which 10,231,419 Stock and no shares of Parent preferred stock ("Merger Sub Preferred Stock"). As of August 15, 2001, (i) 10,000,999 shares of Merger Sub Common Stock are were issued and outstanding. There are no convertible notes, options and otherwise instruments outstanding. immediately after the Effective Time of the Merger, 6,180,000 shares of Parent Common Stock held by the two affiliated shareholders shall be automatically cancelled, further to a separate Share Cancellation Agreement. Upon the cancellation of these shares, the Parent has agreed to transfer the assets, any intellectual property and liabilities to the former President of National Filings Agents, Inc. And, Phoenix Capital, Inc., has agreed to pay the two affiliated shareholders, the sum of Forty-five Thousand ($45,000ii) Dollars in exchange for the benefit of the Parent to complete the acquisition of Plantation Working Interests, LLC. (See Exhibit B.) Also authorized are 15,000,000 shares of preferred stock, $0.001 par value, none of which is issued and outstanding. Except as set forth above, no shares of capital stock Merger Sub Common Stock were held in the treasury of Merger Sub or other equity securities of Parent are issued, reserved for issuance under any stock option plans ("Merger Sub Stock Option Plans") or outstandingunder issued and outstanding warrants. All the outstanding shares of Merger Sub's capital stock of Parent are, and all shares which may be issued pursuant to this Agreement will be, when issued, are duly authorized, validly issued, fully paid and nonassessable and, not subject to preemptive rights, and issued in compliance with all applicable state and federal laws concerning the issuance of securitiesnon-assessable. There are no outstanding bonds, debentures, notes or other indebtedness or other securities of Parent having the right to vote voting rights (or convertible into, or exchangeable for, into securities having the right to votesuch rights) on ("Merger Sub Voting Debt") of Merger Sub or any matters on which shareholders of Parent may voteits Subsidiaries issued and outstanding. Except as set forth above, there There are no outstanding securities, existing (i) options, warrants, calls, preemptive rights, commitmentssubscriptions or other rights, convertible or exchangeable securities, agreements, arrangements or undertakings commitments of any kind character, relating to which Parent the issued or unissued capital stock of Merger Sub or any of its subsidiaries is a party Subsidiaries, obligating Merger Sub or by which any of them is bound obligating Parent or any its subsidiaries Subsidiaries to issue, deliver transfer or sell, sell or cause to be issued, delivered transferred or sold, additional sold any shares of capital stock or Merger Sub Voting Debt of, or other equity securities of Parent interest in, Merger Sub or any of its subsidiaries Subsidiaries, (ii) securities convertible into or obligating Parent exchangeable for such shares or equity interests or (iii) obligations of Merger Sub or any of its subsidiaries Subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity securities of Parent or any of its subsidiaries or obligating Parent or any of its subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, preemptive right, commitmentsubscription or other right, convertible security, agreement, arrangement or undertaking. commitment. (b) All of the outstanding shares of capital stock of each of Merger Sub's Subsidiaries are beneficially owned by Merger Sub, directly or indirectly, and all such shares have been validly issued and are fully paid and non-assessable and, are owned by either Merger Sub or one of its Subsidiaries free and clear of all liens. (c) There are no outstanding contractual obligationsvoting trusts, commitments, proxies or other agreements or understandings or arrangements of Parent to which Merger Sub or any of its subsidiaries Subsidiaries is a party with respect to repurchase, redeem or otherwise acquire or make any payment in respect the voting of any shares of the capital stock of Parent or any of its subsidiariesSubsidiaries. The authorized None of Merger Sub or its Subsidiaries is a party to any agreement or obligation, contingent or otherwise, to redeem, repurchase or otherwise acquire or retire shares of capital stock of Merger Sub consists or any of 75,000,000 its Subsidiaries, whether as a result of the transactions contemplated by this Agreement or otherwise. (d) Since December 31, 2000, Merger Sub has not (i) made or agreed to make any stock split or stock dividend, or issued or permitted to be issued any shares of common capital stock, $0.001 par value per shareor securities exercisable for or convertible into shares of capital stock, no of Merger Sub other than pursuant to the Merger Sub Stock Option Plans or any outstanding stock option, appreciation rights, performance units or right to receive an equity interest granted by Merger Sub under the Merger Sub Stock Option Plans ("Merger Sub Stock Options"), (ii) repurchased, redeemed or otherwise acquired any shares have been issuedof capital stock of Merger Sub or (iii) declared, set aside, made or paid to the stockholders of Merger Sub dividends or other distributions on the outstanding shares of capital stock of Merger Sub.

Capital Structure. The authorized capital stock (the “Capital Stock”) of Parent the Company consists of 60,000,000 shares an aggregate of Parent Common Stock, $0.001 par value750,000,000 shares, of which 10,231,419 700,000,000 are shares of Parent common stock, par value US $0.001 per share (“Common Stock Stock”), and 50,000,000 are issued and outstanding. There are no convertible notes, options and otherwise instruments outstanding. immediately after the Effective Time of the Merger, 6,180,000 shares of Parent Common Stock held by the two affiliated shareholders shall be automatically cancelled, further to a separate Share Cancellation Agreement. Upon the cancellation of these shares, the Parent has agreed to transfer the assets, any intellectual property and liabilities to the former President of National Filings Agents, Inc. And, Phoenix Capital, Inc., has agreed to pay the two affiliated shareholders, the sum of Forty-five Thousand ($45,000) Dollars in exchange for the benefit of the Parent to complete the acquisition of Plantation Working Interests, LLC. (See Exhibit B.) Also authorized are 15,000,000 shares of preferred stock, par value US $0.001 par valueper share (“Preferred Stock”), none and of which is issued which, as of November 30, 2016, 533,331,508 shares of Common Stock are outstanding and outstanding. Except as set forth above, no shares of capital stock or other equity securities of Parent Preferred Stock are issued, reserved for issuance or outstanding. All outstanding Section 2.3 of the Disclosure Schedules contains a list of all of the holders of shares of capital stock Capital Stock and the number of Parent are, shares of Common Stock and all shares which may be issued pursuant Preferred Stock owned by each such holder as of immediately prior to this Agreement will be, when issued, duly authorized, validly issued, fully paid and nonassessable and, not subject to preemptive rights, and issued in compliance with all the applicable state and federal laws concerning the issuance of securitiesClosing. There are no outstanding bonds, debentures, notes or other indebtedness or other securities of Parent having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which shareholders of Parent may vote. Except as set forth above, there are no outstanding securities, options, warrants, calls, call rights, commitmentsconvertible or exchangeable securities, agreements“phantom” stock rights, arrangements stock appreciation rights, stock-based performance units, or any other rights, agreements or undertakings of any kind to purchase equity (contingent or otherwise) to which Parent the Company or any of its subsidiaries Subsidiary is a party or by which any of them is bound obligating Parent or any its subsidiaries to issue(collectively with the shares of Capital Stock of the Company, deliver or sell, or cause to be “Equity Securities”). All of the issued and outstanding shares of Common Stock have been duly authorized and validly issued, delivered or soldare fully paid and non-assessable and are not subject to preemptive rights, additional shares rights of capital stock first refusal or other restrictions on transfer or third party rights. The Securities and any PIK Dividend Shares (as defined in the Certificate of Designations) are duly authorized, and when issued and (solely with respect to the Securities) fully paid in accordance with this Agreement and the Certificate of Designations, the Purchased Securities and the PIK Dividend Shares will be duly and validly issued, fully paid and nonassessable and free of Liens and encumbrances and, except as set forth in the Investors’ Stockholders Agreement, will not be subject to preemptive rights, rights of first refusal or other restrictions on transfers. The Conversion Stock has been duly and validly reserved and, when issued in compliance with the provisions of this Agreement and the Certificate of Designations, will be validly issued, fully paid and nonassessable. The Securities, Purchased Securities, and Conversion Stock will be free of any Liens; provided, however, that the Securities, Purchased Securities, Conversion Stock and Common Stock are subject to such preemptive rights, rights of first refusal and other restrictions on transfer as set forth herein and in the Transaction Documents. Immediately after the Closing, the Purchased Securities will represent at least ten and a half percent (10.5%) of the total equity securities of Parent the Company (calculated on a fully diluted basis and excluding (i) the Preferred Return with respect to the Series A Preferred Stock and (ii) shares of Common Stock issued upon exchange of the Company’s outstanding 9.250% Senior Notes due 2019, issued under that certain Senior Indenture, dated July 25, 2012, among Laureate Education, Inc., the guarantors named therein and ▇▇▇▇▇ Fargo Bank, National Association, as trustee, as amended). No direct ownership interest (or, to the knowledge of the Company, indirect ownership interest) in the Company or any of its subsidiaries Subsidiaries is held or obligating Parent controlled by or for the benefit of any Government Official or, to the Knowledge of the Company, any immediate relatives of any Government Official (other than publicly traded stock on a recognized stock exchange) and no Government Official is employed by the Company or any of its subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity securities of Parent or any of its subsidiaries or obligating Parent or any of its subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking. There are no outstanding contractual obligations, commitments, understandings or arrangements of 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 Parent or any of its subsidiaries. The authorized capital stock of Sub consists of 75,000,000 shares of common stock, $0.001 par value per share, no shares have been issuedSubsidiaries.

Capital Structure. The As of the Closing, the Purchaser’s authorized capital stock will consist of Parent consists of 60,000,000 pre-split 250,000,000 shares of Parent Common Stock, $0.001 par valuecommon stock, of which 10,231,419 13,250,000 shares of Parent Common Stock are will be issued and outstanding, with each holder thereof being entitled to cast one vote for each share held on all matters properly submitted to the shareholders for their vote and there being no cumulative voting. There are no convertible notes, options and otherwise instruments outstanding. immediately after the Effective Time As a result of the Mergerforward stock split effected by the Purchaser as of June 3, 6,180,000 2010, the Purchaser has 3,250,000,000 shares of Parent Common Stock held by the two affiliated shareholders shall be automatically cancelledcommon stock authorized, further to a separate Share Cancellation Agreement. Upon the cancellation of these shares, the Parent has agreed to transfer the assets, any intellectual property and liabilities to the former President of National Filings Agents, Inc. And, Phoenix Capital, Inc., has agreed to pay the two affiliated shareholders, the sum of Forty-five Thousand ($45,000) Dollars in exchange for the benefit of the Parent to complete the acquisition of Plantation Working Interests, LLC. (See Exhibit B.) Also authorized are 15,000,000 shares of preferred stock, $0.001 par value, none of which is issued 156,000,000 are restricted (the Shares) and outstanding16,250,000 are not restricted shares. Except as set forth above, The Purchaser has no shares of capital stock or other equity securities of Parent are issued, reserved for issuance pursuant to a stock option plan or outstandingpursuant to securities exercisable for, or convertible into or exchangeable for shares of common stock, other than the shares reserved pursuant to the Option Agreements, the Note and Warrants. All of the issued and outstanding shares of capital stock of Parent are, and all shares which may be issued pursuant to this Agreement will be, when issued, the Purchaser are duly authorized, validly issued, fully paid and nonassessable and, not nonassessable. No shares of capital stock of the Purchaser are subject to preemptive rights or any other similar rights. Other than the Option Agreements, the Notes and issued in compliance with all applicable state the Warrants and federal laws concerning the issuance of securities. There are no outstanding bonds, debentures, notes or other indebtedness or other securities of Parent having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which shareholders of Parent may vote. Except as set forth abovecontemplated by this Agreement, there are (i) no outstanding securities, options, warrants, scrip, rights to subscribe for, puts, calls, rights, commitmentsrights of first refusal, agreements, arrangements understandings, claims or undertakings other commitments or rights of any kind to which Parent or any of its subsidiaries is a party or by which any of them is bound obligating Parent or any its subsidiaries to issue, deliver or sellcharacter whatsoever relating to, or cause to be issued, delivered securities or sold, additional shares of capital stock rights convertible into or other equity securities of Parent or any of its subsidiaries or obligating Parent or any of its subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity securities of Parent or any of its subsidiaries or obligating Parent or any of its subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking. There are no outstanding contractual obligations, commitments, understandings or arrangements of Parent or any of its subsidiaries to repurchase, redeem or otherwise acquire or make any payment in respect of exchangeable for any shares of capital stock of Parent the Purchaser or arrangements by which the Purchaser is or may become bound to issue additional shares of capital stock of the Purchaser, (ii) no agreements or arrangements under which the Purchaser is obligated to register the sale of any of its subsidiaries. The authorized capital stock of Sub consists of 75,000,000 shares of common stocksecurities under the Securities Act, $0.001 par value per share, and (iii) no shares have been issuedanti-dilution or price adjustment provisions contained in any security issued by the Purchaser (or any agreement providing any such rights).

Capital Structure. The authorized capital stock of Parent Acquiror consists of 60,000,000 200,000,000 shares of Parent Common Stock, $0.001 par value, and 10,000,000 shares of Preferred Stock, $0.001 par value, of which 10,231,419 there were issued and outstanding as of the close of business on the date hereof, 26,720,364 shares of Parent Common Stock are issued and outstandingno shares of Preferred Stock. There are no convertible notes, options other outstanding shares of capital stock or voting securities of Acquiror and otherwise instruments outstanding. immediately no outstanding commitments to issue any shares of capital stock or voting securities after the Effective Time date of this Agreement other than pursuant to the Merger, 6,180,000 exercise of options issued under the 1999 Stock Incentive Plan (the "Acquiror Stock Option Plan"). The authorized capital stock of Merger Sub consists of 1,000 shares of Parent Common Stock held by the two affiliated shareholders shall be automatically cancelled, further to a separate Share Cancellation Agreement. Upon the cancellation of these shares, the Parent has agreed to transfer the assets, any intellectual property and liabilities to the former President of National Filings Agents, Inc. And, Phoenix Capital, Inc., has agreed to pay the two affiliated shareholders, the sum of Forty-five Thousand ($45,000) Dollars in exchange for the benefit of the Parent to complete the acquisition of Plantation Working Interests, LLC. (See Exhibit B.) Also authorized are 15,000,000 shares of preferred stockStock, $0.001 par value, none all of which is are issued and outstanding. Except as set forth above, no shares of capital stock or other equity securities of Parent outstanding and are issued, reserved for issuance or outstandingheld by Acquiror. All outstanding shares of capital stock of Parent are, Acquiror and all shares which may be issued pursuant to this Agreement will be, when issued, Merger Sub have been duly authorized, validly issued, fully paid and are nonassessable and, and free of any liens or encumbrances other than any liens or encumbrances created by or imposed upon the holders thereof and are not subject to preemptive rights, and issued in compliance with all applicable state and federal laws concerning the issuance rights of securities. There are no outstanding bonds, debentures, notes first refusal or other indebtedness similar rights created by statute, the Certificate of Incorporation or other securities Bylaws of Parent having Acquiror or Merger Sub or any agreement to which Acquiror or Merger Sub is a party or by which it is bound. As of the right date hereof, Acquiror had reserved (i) 6,655,600 shares of Common Stock for issuance to vote employees, directors and independent contractors pursuant to the Acquiror Stock Option Plan, of which approximately 498,247 shares had been issued pursuant to option exercises, and approximately 5,785,448 shares were subject to outstanding, unexercised options, (or convertible intoii) 750,000 shares of Common Stock pursuant to Acquiror's Employee Stock Purchase Plan, or exchangeable for, securities having and (iii) 4,182,800 shares of Acquiror Common Stock upon the right to vote) on any matters on which shareholders exercise of Parent may voteoptions not issued under the Acquiror Stock Option Plan. Except Other than as set forth aboveabove and the commitment to issue shares of Common Stock pursuant to this Agreement, there are no outstanding securities, other options, warrants, calls, rights, commitments, agreements, arrangements commitments or undertakings agreements of any kind character to which Parent Acquiror or any of its subsidiaries Merger Sub is a party or by which any either of them is bound obligating Parent Acquiror or any its subsidiaries Merger Sub to issue, deliver deliver, sell, repurchase or sellredeem, or cause to be issued, delivered or delivered, sold, additional repurchased or redeemed, any shares of the capital stock of Acquiror or other equity securities of Parent or any of its subsidiaries Merger Sub or obligating Parent Acquiror or any of its subsidiaries Merger Sub to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity securities of Parent or any of its subsidiaries or obligating Parent or any of its subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, commitmentcommitment or agreement. The shares of Acquiror Common Stock to be issued pursuant to the Merger, agreementwhen issued, arrangement will be duly authorized, validly issued, fully paid, and non-assessable, will not be subject to any preemptive or undertakingother statutory right of stockholders, will be issued in compliance with applicable U.S. Federal and state securities laws and will be free of any liens or encumbrances other than any liens or encumbrances created by or imposed upon the holders thereof. There are no outstanding contractual obligationscontracts, commitmentscommitments or agreements relating to voting, understandings registration, purchase or arrangements sale of Parent Acquiror's capital stock (i) between or among Acquiror and any of its subsidiaries stockholders or (ii) to repurchasethe best of Acquiror's knowledge, redeem between or otherwise acquire or make any payment in respect of any shares of capital stock of Parent or among any of its subsidiaries. The authorized capital stock Acquiror's stockholders or between any of Sub consists of 75,000,000 shares of common stock, $0.001 par value per share, no shares have been issuedAcquiror's stockholders and any third party.

Capital Structure. (i) The authorized capital stock of Parent consists of 60,000,000 125,000,000 shares of Parent Common Stock, par value $0.001 par value.01 per share, of which 10,231,419 16,428,205 shares were issued and outstanding as of May 16, 2000 as fully paid and non-assessable shares and 3,000,000 shares of Preferred Stock, $0.05 par value. The Parent Common Stock is traded on the NASDAQ National Market. No shares of Preferred Stock are issued and outstanding. There are no convertible notes, options and otherwise instruments outstanding. immediately after the Effective Time As of the MergerClosing, 6,180,000 the authorized capital stock of the Purchaser will consist of 1,000 shares of Common Stock, 1,000 shares of which will be issued and outstanding and be held by Parent. All such shares either have been duly authorized or will be duly authorized as of the Closing, and all such issued and outstanding shares have been or as of the Closing will be validly issued, fully paid and non-assessable and free of any Liens other than any Liens created by or imposed upon the holders thereof. As of the Closing, all shares of capital stock will be beneficially owned by Parent. (ii) The shares of Parent Common Stock held by the two affiliated shareholders shall be automatically cancelled, further to a separate Share Cancellation Agreement. Upon the cancellation of these shares, the Parent has agreed to transfer the assets, any intellectual property and liabilities to the former President of National Filings Agents, Inc. And, Phoenix Capital, Inc., has agreed to pay the two affiliated shareholders, the sum of Forty-five Thousand ($45,000) Dollars in exchange for the benefit of the Parent to complete the acquisition of Plantation Working Interests, LLC. (See Exhibit B.) Also authorized are 15,000,000 shares of preferred stock, $0.001 par value, none of which is issued and outstanding. Except as set forth above, no shares of capital stock or other equity securities of Parent are issued, reserved for issuance or outstanding. All outstanding shares of capital stock of Parent are, and all shares which may be issued pursuant to at the Closing will, when issued in accordance with the terms of this Agreement will beand the Offer, when issued, be duly authorized, validly issued, fully paid and nonassessable andnon-assessable. (iii) The shares of Parent Common Stock to be issued pursuant to the Exchangeable Share Provisions will, not subject to preemptive rights, and when issued in compliance with all applicable state accordance therewith, be duly authorized, validly issued, fully paid and federal laws concerning the issuance of securities. There are no outstanding bonds, debentures, notes or other indebtedness or other securities of Parent having the right to vote non-assessable. (or convertible into, or exchangeable for, securities having the right to voteiv) on any matters on which shareholders of Parent may vote. Except as set forth above, there are no outstanding securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind to which Parent or any of its subsidiaries is a party or by which any of them is bound obligating Parent or any its subsidiaries to issue, deliver or sell, or cause The Exchangeable Shares to be issued pursuant hereto and pursuant to the Offer will, when issued in accordance with the terms of this Agreement, be duly authorized, validly issued, delivered or sold, additional shares of capital stock or other equity securities of Parent or any of its subsidiaries or obligating Parent or any of its subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity securities of Parent or any of its subsidiaries or obligating Parent or any of its subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking. There are no outstanding contractual obligations, commitments, understandings or arrangements of 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 Parent or any of its subsidiaries. The authorized capital stock of Sub consists of 75,000,000 shares of common stock, $0.001 par value per share, no shares have been issuedfully paid and non-assessable.

Capital Structure. (i) The authorized capital stock of Parent the Company consists of 60,000,000 (A) ten million (10,000,000) shares of Parent Common Stock and (B) ten million five thousand (10,005,000) preferred shares (“Preferred Stock”), of which five thousand (5,000) shares have been designated as Senior Preferred Stock, par value $100 per share, and ten thousand (10,000) shares have been designated as series A junior participating preferred shares, par value of $0.01 per share (the “Junior Preferred Stock”). As of the close of business on the Business Day immediately preceding the date of this Agreement: (A) 6,000,731 shares of Common Stock, $0.001 par valueincluding the Restricted Stock set forth on Section 3.01(b)(vi) of the Company Disclosure Letter, are issued and outstanding; (B) 902,434 shares of Common Stock are held by the Company in its treasury; (C) 362,848 shares of Common Stock were authorized and reserved for issuance upon exercise of outstanding options representing the right to acquire shares of Common Stock (the “Stock Options”) awarded pursuant to, and subject to the terms of, the Stock Plan, 260,555 of which 10,231,419 are vested; (D) 5,000 shares of Parent Common Senior Preferred Stock are issued and outstanding. There are no convertible notes, options and otherwise instruments outstanding. immediately after the Effective Time ; and (E) none of the Merger, 6,180,000 authorized shares of Parent Common Junior Preferred Stock held by or Preferred Stock (other than the two affiliated shareholders shall be automatically cancelled, further to a separate Share Cancellation Agreement. Upon the cancellation of these shares, the Parent has agreed to transfer the assets, any intellectual property and liabilities to the former President of National Filings Agents, Inc. And, Phoenix Capital, Inc., has agreed to pay the two affiliated shareholders, the sum of Forty-five Thousand ($45,000Senior Preferred Stock) Dollars in exchange for the benefit of the Parent to complete the acquisition of Plantation Working Interests, LLC. (See Exhibit B.) Also authorized are 15,000,000 shares of preferred stock, $0.001 par value, none of which is issued and outstanding. Except as set forth above, no shares of capital stock or other equity securities of Parent are issued, reserved for issuance or outstanding. . (ii) All issued and outstanding shares of capital stock Common Stock and Senior Preferred Stock of Parent are, and all shares which may be issued pursuant to this Agreement will be, when issued, the Company are duly authorized, validly issued, fully paid and nonassessable and, non-assessable and are not subject to preemptive rights, and were not issued in compliance with all applicable state and federal laws concerning the issuance violation of securities. any preemptive right. (iii) There are no outstanding bonds, debentures, notes or other indebtedness Indebtedness of the Company or other securities of Parent having any Company Subsidiary having, or providing the holders thereof, the right to vote (or which are convertible into, exchangeable for or exchangeable exercisable for, shares of capital stock of the Company, equity or other securities of the Company having the right to vote) on any matters on which shareholders of Parent the Company may vote. Except as set forth aboveOther than pursuant to the Stock Plans and the Stock Options, there are no Contracts, agreements or understandings to which the Company or any Company Subsidiary is a party with respect to the issuance of or the voting interest in any shares of capital stock of the Company or which restrict the transfer of any such shares (other than agreements restricting the transfer of Restricted Stock), and to the Company’s Knowledge, as of the date of this Agreement, other than any agreements among shareholders described in a filing on Schedule 13D or an amendment thereto, there are no shareholder agreements, voting trust agreements, registration rights agreements or other similar third party agreements or understandings with respect the disposition or voting of any such shares or which restrict the transfer of any such shares. (iv) Other than pursuant to the Stock Plan, the Stock Options, and except for the Common Stock and the Senior Preferred Stock, there are not issued, reserved for issuance or outstanding securities(A) any shares of capital stock or other voting securities or equity interests of the Company, options(B) any securities of the Company or any of the Company Subsidiaries convertible into or exchangeable or exercisable for shares of capital stock or other voting securities or equity interests of the Company or any of the Company Subsidiaries, or (C) any warrants, calls, rightsoptions, commitmentssubscriptions, agreements, arrangements convertible securities or undertakings of any kind other rights to which Parent acquire from the Company or any of its subsidiaries is a party the Company Subsidiaries, and no Contract, obligation, agreement or by which commitment of the Company or any of them is bound obligating Parent the Company Subsidiaries to issue, transfer or sell any shares of capital stock, voting securities, equity interests or securities convertible into or exchangeable or exercisable for shares of capital stock or voting securities or equity interests of the Company, and there are not any outstanding Contracts relating to or obligations of the Company or any its subsidiaries of the Company Subsidiaries to repurchase, redeem or otherwise acquire any such securities or to issue, deliver or sell, or cause to be issued, delivered or sold, additional any such securities, including any Contracts or agreements granting or extending any preemptive rights, subscription rights, anti-dilutive rights, rights of first refusal or similar rights with respect to any securities of the Company or any of the Company Subsidiaries. (v) Section 3.01(b)(v) of the Company Disclosure Letter sets forth a true, complete and correct list of the Stock Options, including the names of the Person to whom such Stock Options have been granted, the number of shares subject to each Stock Option, the per share exercise price for each Stock Option and the portion, if any, of each Stock Option that is currently exercisable. (vi) Section 3.01(b)(vi) of the Company Disclosure Letter sets forth a true, complete and correct list of the unvested Restricted Stock outstanding under the Stock Plan, including the name of the Persons to whom such Restricted Stock awards have been granted and the number of shares granted. Neither the Company nor any Company Subsidiary has issued any “phantom” stock or stock appreciation rights. (vii) Section 3.01(b)(vii) of the Company Disclosure Letter sets forth a true and complete list of each Subsidiary of the Company and, for each such Subsidiary, its jurisdiction of incorporation or organization. Prior to the date of this Agreement, the Company has made available to Parent (including via the SEC’s ▇▇▇▇▇ system) true and complete copies of the certificate of incorporation and bylaws (or equivalent organizational documents) of the Company as in effect on the date of this Agreement and, prior to the Effective Time, the Company will make available to Parent true and complete copies of the certificate of incorporation and bylaws (or equivalent organizational documents) of each Subsidiary of the Company as in effect on the date of this Agreement. The Company is not in material violation of any of the provisions of its organizational documents. Each Subsidiary is not in violation of the provisions of its organizational documents, except where such violation would not reasonably be expected to be material to the Company and its Subsidiaries taken as a whole. (viii) Except as set forth on Section 3.01(b)(viii) of the Company Disclosure Letter, all of the outstanding capital stock or other voting securities of, or ownership interests in, each Subsidiary of the Company is wholly-owned by the Company, directly or indirectly, free and clear of any Lien and free of any other limitation or restriction (including any restriction on the right to vote, sell or otherwise dispose of such capital stock or other voting securities or ownership interests). There are no issued, reserved for issuance or outstanding (A) securities of the Company or any of its Subsidiaries convertible into or exchangeable or exercisable for shares of capital stock or other equity voting securities of, or other ownership interests in, any Subsidiary of Parent the Company, (B) warrants, calls, options or other rights to acquire from the Company or any of its subsidiaries Subsidiaries, or obligating Parent other Contracts, obligations of the Company or any of its subsidiaries Subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of any capital stock or other equity voting securities of Parent of, or other ownership interests in, or any securities convertible into or exchangeable or exercisable for any capital stock or other voting securities of, or other ownership interests in, any Subsidiary of its subsidiaries the Company or obligating Parent (C) restricted shares, stock appreciation rights, performance units, contingent value rights, “phantom” stock or similar securities or rights that are derivative of, or provide economic benefits based, directly or indirectly, on the value or price of, any capital stock or other voting securities of, or other ownership interests in, any Subsidiary of its subsidiaries the Company (the items in clauses (A) through (C) being referred to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertakingcollectively as the “Company Subsidiary Securities”). There are no outstanding contractual obligations, commitments, understandings or arrangements obligations of Parent the Company or any of its subsidiaries Subsidiaries to issue, repurchase, redeem or otherwise acquire any Company Subsidiary Securities. Except for (X) the capital stock or make any payment other voting securities of, or other ownership interests in, its Subsidiaries, and (Y) as set forth on Section 3.01(b)(viii) of the Company Disclosure Letter, shares of publicly traded securities held for investment by the Company (which, in respect no case, exceeds 5% of the outstanding securities of any such entity), the Company does not own, directly or indirectly, any capital stock or other voting securities of, or other ownership interests in, any Person. All of the outstanding shares of capital stock of, or other equity or voting interests in, each Subsidiary of Parent the Company have been validly issued, were issued free of preemptive rights and are fully paid and non-assessable. (ix) All dividends or any of its subsidiaries. The authorized capital stock of Sub consists of 75,000,000 other distributions on the shares of common stock, $0.001 par value per share, no shares Company Common Stock and Senior Preferred Stock and any dividends or other distributions on any Company Subsidiary Securities which have been issuedauthorized and declared prior to the date hereof have been paid in full (except to the extent that such dividends have been publicly announced and are not yet due and payable).

Capital Structure. (a) The authorized capital stock of Parent consists of 60,000,000 (i) 50,000,000 shares of Parent Common Stock; and (ii) 5,000,000 shares of preferred stock, $0.001 0.01 par value, value per share (“Parent Preferred Stock“). (b) As of which 10,231,419 the date hereof: (i) 32,605,360 shares of Parent Common Stock are issued and outstanding. There ; (ii) no shares of Parent Preferred Stock are issued or outstanding; (iii) no convertible notes, options and otherwise instruments outstanding. immediately after the Effective Time of the Merger, 6,180,000 shares of Parent Common Stock are held by in the two affiliated shareholders shall be automatically cancelled, further treasury of Parent; (iv) 3,727,170 shares of Parent Common Stock are duly reserved for issuance upon exercise of outstanding stock options of Parent and 573,721 shares of Parent Common Stock are duly reserved for future issuance pursuant to a separate Share Cancellation Agreement. Upon the cancellation of these shares1998 Stock Option Plan, the Parent has agreed to transfer the assets2000 Employee, any intellectual property Director and liabilities to the former President of National Filings Agents, Inc. And, Phoenix Capital, Inc., has agreed to pay the two affiliated shareholdersConsultant Stock Option Plan, the sum of Forty2002 Employee Stock Purchase Plan, the 2002 Non-five Thousand Qualified Option Plan and the 2003 Employee, Director and Consultant Stock Plan, in the aggregate; and ($45,000v) Dollars in exchange for the benefit of the Parent to complete the acquisition of Plantation Working Interests, LLC. (See Exhibit B.) Also authorized are 15,000,000 303,779 shares of preferred stock, $0.001 par value, none Parent Common Stock are duly reserved for issuance upon exercise of which is issued and outstandingoutstanding warrants. Except as set forth described above, as of such date, there were no shares of voting or non-voting capital stock stock, equity interests or other equity securities of Parent are authorized, issued, reserved for issuance or otherwise outstanding. . (c) All outstanding shares of capital stock of Parent Common Stock are, and all shares which may of Parent Common Stock to be issued pursuant to this Agreement in connection with the Merger will be, when issuedissued in accordance with the terms hereof, duly authorized, validly issued, fully paid and nonassessable andnon-assessable, and not subject to preemptive rightsto, and or issued in compliance with all applicable state and federal laws concerning the issuance of securities. There are no outstanding bondsviolation of, debentures, notes or other indebtedness or other securities of Parent having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which shareholders of Parent may vote. Except as set forth above, there are no outstanding securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind to which Parent of preemptive, subscription or any of its subsidiaries is a party or by which any of them is bound obligating Parent or any its subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity securities of Parent or any of its subsidiaries or obligating Parent or any of its subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity securities of Parent or any of its subsidiaries or obligating Parent or any of its subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking. There are no outstanding contractual obligations, commitments, understandings or arrangements of 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 Parent or any of its subsidiaries. The authorized capital stock of Sub consists of 75,000,000 shares of common stock, $0.001 par value per share, no shares have been issuedsimilar rights.

Capital Structure. (a) The authorized capital stock of Parent Acquiror consists of 60,000,000 (i) 1,000,000,000 shares of Parent Acquiror Common Stock, $0.001 par value, of which 10,231,419 54,673,825 shares of Parent Common Stock are issued and outstanding. There are no convertible notesoutstanding as of November 30, options and otherwise instruments outstanding. immediately after the Effective Time of the Merger2011, 6,180,000 (b) 100,000,000 shares of Parent Common Stock held by the two affiliated shareholders shall be automatically cancelled, further to a separate Share Cancellation Agreement. Upon the cancellation of these shares, the Parent has agreed to transfer the assets, any intellectual property and liabilities to the former President of National Filings Agents, Inc. And, Phoenix Capital, Inc., has agreed to pay the two affiliated shareholders, the sum of Forty-five Thousand ($45,000) Dollars in exchange for the benefit of the Parent to complete the acquisition of Plantation Working Interests, LLC. (See Exhibit B.) Also authorized are 15,000,000 shares of preferred stock, $0.001 par valueAcquiror Preferred Stock, none of which is are issued and outstandingoutstanding and (c) 1,775,640 shares held in treasury. Except as set forth aboveAs of November 30, no 2011, there are an aggregate of 12,887,657 shares of capital Acquiror Capital Stock subject to issuance pursuant to stock options, restricted stock units, warrants, stock appreciation rights or other equity securities of Parent are issued, reserved for issuance or outstandingsecurities. All outstanding shares of capital stock of Parent are, and all shares which may be issued pursuant to this Agreement will be, when issued, Acquiror Capital Stock are duly authorized, validly issued, fully paid and nonassessable andnon-assessable and are free of any liens or encumbrances other than any liens or encumbrances created by or imposed upon the holders thereof, and are not subject to preemptive rightsrights or rights of first refusal created by statute, Acquiror’s Amended and issued in compliance with all applicable state and federal laws concerning the issuance Restated Certificate of securities. There are no outstanding bonds, debentures, notes Incorporation or other indebtedness or other securities Bylaws of Parent having the right to vote (or convertible intoAcquiror, or exchangeable for, securities having the right to vote) on any matters on which shareholders of Parent may vote. Except as set forth above, there are no outstanding securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind agreement to which Parent or any of its subsidiaries Acquiror is a party or by which any it is bound. A sufficient number of them is bound obligating Parent or any its subsidiaries to issueshares of Acquiror Capital Stock have been reserved for issuance as Stock Merger Consideration. The Stock Merger Consideration, deliver or sell, or cause to be when issued, delivered or soldshall be validly authorized and issued, additional shares fully paid and non-assessable, free of capital stock any liens, encumbrances or other equity restrictions on transfer other than pursuant to applicable federal and state securities laws, and will be issued in compliance with applicable federal and state securities laws. (b) Acquiror owns, directly or indirectly, all of Parent or any of its subsidiaries or obligating Parent or any of its subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity securities of Parent or any of its subsidiaries or obligating Parent or any of its subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking. There are no the issued and outstanding contractual obligations, commitments, understandings or arrangements of 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 Parent Merger Sub. Merger Sub was formed solely for the purpose of engaging in the transactions contemplated by this Agreement, and, as of the date hereof and as of immediately prior to the Effective Time, (i) Merger Sub has engaged in no other business activities; (ii) Merger Sub has incurred no Liabilities except for those Liabilities incurred in connection with its incorporation or organization or the transactions contemplated by this Agreement; and (iii) neither Merger Sub nor Acquiror has entered into any of its subsidiaries. The authorized capital stock of Sub consists of 75,000,000 shares of common stock, $0.001 par value per share, no shares have been issuedagreements or arrangements with any Person that would interfere with the transactions contemplated by this Agreement.

Capital Structure. (a) The authorized capital stock of Parent Chyron consists of 60,000,000 150,000,000 shares of Parent Common Stock, $0.001 par value, of which 10,231,419 shares of Parent Chyron Common Stock are issued and outstanding. There are no convertible notes, options and otherwise instruments outstanding. immediately after the Effective Time of the Merger, 6,180,000 shares of Parent Common Stock held by the two affiliated shareholders shall be automatically cancelled, further to a separate Share Cancellation Agreement. Upon the cancellation of these shares, the Parent has agreed to transfer the assets, any intellectual property and liabilities to the former President of National Filings Agents, Inc. And, Phoenix Capital, Inc., has agreed to pay the two affiliated shareholders, the sum of Forty-five Thousand ($45,000) Dollars in exchange for the benefit of the Parent to complete the acquisition of Plantation Working Interests, LLC. (See Exhibit B.) Also authorized are 15,000,000 1,000,000 shares of preferred stock, $0.001 1.00 par valuevalue per share (the "Chyron Preferred Stock"). As of the date of this Agreement, none 17,382,578 shares of which is Chyron Common Stock have been issued and outstanding. Except as set forth above, are outstanding and there are no other shares of any capital stock or other equity securities of Parent are issued, reserved for issuance Chyron issued or outstanding. For the avoidance of doubt, no Chyron Preferred Stock has been issued or is outstanding. (b) All of the issued and outstanding shares of capital stock of Parent are, Chyron Common Stock have been duly authorized and all shares which may be issued pursuant to this Agreement will be, when issued, duly authorized, validly issued, are fully paid and nonassessable and, non-assessable and are free of any Encumbrances. The issued and outstanding shares of Chyron Common Stock are not subject to preemptive rightsto, and issued in compliance with all applicable state and federal laws concerning the issuance thereof has not triggered any, preemptive rights or rights of securities. There are no outstanding bonds, debentures, notes or other indebtedness or other securities of Parent having the right to vote first refusal that were not complied with (or convertible intowaived by the applicable stockholder), in each case (i) created by statute, (ii) the Certificate of Incorporation of Chyron or exchangeable for, securities having the right to vote(iii) on any matters on which shareholders of Parent may vote. Except as set forth above, there are no outstanding securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind agreement to which Parent or any of its subsidiaries Chyron is a party or by which it is bound. (c) Chyron has never sold or otherwise issued securities in violation of any of them is bound obligating Parent applicable securities laws. (d) Chyron has no obligation or any its subsidiaries right (contingent or otherwise) to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity securities of Parent or any of its subsidiaries or obligating Parent or any of its subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity securities of Parent or any of its subsidiaries or obligating Parent or any of its subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking. There are no outstanding contractual obligations, commitments, understandings or arrangements of Parent or any of its subsidiaries to repurchasepurchase, redeem or otherwise acquire any shares of Chyron Common Stock or any interest therein or to pay any dividend or make any payment other distribution in respect thereof. (e) There are no agreements of Chyron or its Subsidiaries to register any shares of capital stock of Parent securities under the Securities Act or any other securities law that have not been satisfied or waived. There are no agreements to which Chyron or any of its subsidiaries. The authorized capital stock of Sub consists of 75,000,000 Subsidiaries is a party, or to which any shares of common stockChyron Common Stock are subject, $0.001 par value per sharerelating to the voting of shares of Chyron Common Stock or otherwise granting, no limiting or affecting the rights pertaining to shares have been issuedof Chyron Common Stock. (f) No Chyron shareholder will be entitled to receive any payment with respect to his, her or its shares of Chyron Common Stock as a result of this Agreement, the Stock Sale or any other transaction contemplated hereby. 5.6

Capital Structure. (i) The authorized capital stock of Parent Purchaser consists of 60,000,000 50,000,000 shares of Parent Purchaser Common Stock, $0.001 par value, of which 10,231,419 Stock and 1,000,000 shares of Parent undesignated preferred stock (“Purchaser Preferred Stock”). (ii) As of the date of this Agreement, (A) 16,633,823 shares of Purchaser Common Stock are issued and outstanding. There , all of which are no convertible notesvalidly authorized, options validly issued, fully paid, nonassessable and otherwise instruments outstanding. immediately after the Effective Time free of the Merger, 6,180,000 preemptive rights and were issued in full compliance with all applicable; (B) No shares of Parent Purchaser Preferred Stock are issued and outstanding; and (C) 405,405 shares of Purchaser Common Stock held by the two affiliated shareholders shall are reserved for issuance pursuant to outstanding grants or awards under Purchaser’s stock-based benefit plans. (iii) The shares of Purchaser Common Stock to be automatically cancelled, further to a separate Share Cancellation Agreement. Upon the cancellation of these shares, the Parent has agreed to transfer the assets, any intellectual property and liabilities to the former President of National Filings Agents, Inc. And, Phoenix Capital, Inc., has agreed to pay the two affiliated shareholders, the sum of Forty-five Thousand ($45,000) Dollars issued in exchange for the benefit shares of Company Common Stock upon consummation of the Parent Merger in accordance with this Agreement have been duly authorized and when issued in accordance with the terms of this Agreement, will be validly issued, fully paid and nonassessable and subject to complete no preemptive rights. (iv) No bonds, debentures, notes or other indebtedness, in each case having the acquisition right to vote on any matters on which shareholders of Plantation Working InterestsPurchaser may vote, LLC. are issued or outstanding. (See Exhibit B.v) Also authorized are 15,000,000 shares of preferred stock, $0.001 par value, none of which is issued and outstanding. Except as set forth abovein this Section 3.3(c), as of the date of this Agreement, (A) no shares of capital stock or other equity voting securities of Parent Purchaser are issued, reserved for issuance or outstanding. All outstanding , and (B) other than options to purchase shares of capital stock Purchaser Common Stock, neither the Company nor any of Parent are, and all shares which may be issued pursuant to this Agreement will be, when issued, duly authorized, validly issued, fully paid and nonassessable and, not subject to preemptive rights, and issued in compliance with all applicable state and federal laws concerning the issuance of securities. There are no its Subsidiaries has or is bound by any outstanding bonds, debentures, notes or other indebtedness or other securities of Parent having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which shareholders of Parent may vote. Except as set forth above, there are no outstanding securitiessubscriptions, options, warrants, puts, calls, rights, commitmentsconvertible securities, agreements, arrangements commitments or undertakings agreements of any kind to which Parent character obligating Purchaser or any of its subsidiaries is a party or by which any of them is bound obligating Parent or any its subsidiaries Subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, any additional shares of capital stock of Purchaser (including any rights plan or other equity securities of Parent agreement) or obligating Purchaser or any of its subsidiaries or obligating Parent or any of its subsidiaries Subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity securities of Parent or any of its subsidiaries or obligating Parent or any of its subsidiaries to issue, grant, extend or enter into any such security, option, warrant, callputs, rightcalls, commitmentrights, convertible securities, commitment or agreement. Neither Purchaser nor any of its Subsidiaries has or is bound by any rights of any character relating to the purchase, arrangement sale or undertakingissuance or voting of, or right to receive dividends or other distributions on shares of Purchaser Common Stock, or any other security of Purchaser or a Subsidiary of Purchaser or any securities representing the right to vote, purchase or otherwise receive any shares of Purchaser Common Stock or any other security of Purchaser or a Subsidiary of Purchaser. There Other than as stated herein, there are no outstanding securities or instruments that contain any redemption or similar provisions, and there are no outstanding contractual obligations, commitments, understandings or arrangements obligations of Parent Purchaser or any of its subsidiaries Subsidiaries to repurchase, redeem or otherwise acquire or make any payment in respect of any shares of capital stock of Parent Purchaser or any of its subsidiaries. The authorized capital stock of Sub consists of 75,000,000 shares of common stock, $0.001 par value per share, no shares have been issuedSubsidiaries.

Capital Structure. (i) The authorized capital stock of Parent ▇▇▇▇▇ consists of 60,000,000 1,000 shares of Parent ▇▇▇▇▇ Common Stock, $0.001 par value, all of which 10,231,419 shares are, as of Parent Common Stock are issued the date hereof, and outstandingat all times prior to the ▇▇▇▇▇ Distribution Time will be, owned of record and beneficially by a member of the ▇▇▇▇▇▇▇-▇▇▇▇▇▇ Group or the ▇▇▇▇▇ Group free and clear of any Liens. There As of the date hereof there are no convertible notes, options and otherwise instruments outstanding. immediately after the Effective Time as of the Merger, 6,180,000 shares of Parent Common Stock held by the two affiliated shareholders shall Closing Date there will be automatically cancelled, further to a separate Share Cancellation Agreement. Upon the cancellation of these shares, the Parent has agreed to transfer the assets, any intellectual property and liabilities to the former President of National Filings Agents, Inc. And, Phoenix Capital, Inc., has agreed to pay the two affiliated shareholders, the sum of Forty-five Thousand ($45,000) Dollars in exchange for the benefit of the Parent to complete the acquisition of Plantation Working Interests, LLC. (See Exhibit B.) Also authorized are 15,000,000 shares of preferred stock, $0.001 par value, none of which is issued and outstanding. Except as set forth above, no other shares of capital stock or other equity securities of Parent ▇▇▇▇▇ that are issued, reserved for issuance authorized or outstanding. All Immediately following the ▇▇▇▇▇ Distribution all of the outstanding shares of capital stock ▇▇▇▇▇ Common Stock will be owned of Parent arerecord and beneficially by New ▇▇▇▇▇, and all no shares which may of ▇▇▇▇▇ Common Stock will be held by ▇▇▇▇▇ in its treasury. All issued pursuant to this Agreement will be, when issued, and outstanding shares of ▇▇▇▇▇ Common Stock are duly authorized, validly issued, fully paid and nonassessable andnonassessable, and the shares of ▇▇▇▇▇ Common Stock are not subject entitled to preemptive rights. Except as contemplated by this Agreement and the Transaction Agreements, there are outstanding as of the date hereof and issued in compliance with all applicable state and federal laws concerning there will be outstanding at the issuance Closing Date, no options, warrants, Contracts or other rights to acquire capital stock of securities. There are no outstanding ▇▇▇▇▇. (ii) No bonds, debentures, notes or other indebtedness or other securities of Parent ▇▇▇▇▇ having the right to vote (or convertible into, into or exchangeable for, for securities having the right to vote) on any matters on which shareholders stockholders of Parent ▇▇▇▇▇ may vote. vote (“▇▇▇▇▇ Voting Debt”) are issued or outstanding. (iii) Except as set forth abovecontemplated by this Agreement and the Transaction Agreements, as of the date of this Agreement, there are no outstanding no, and except as provided for in or permitted by this Agreement or the Transaction Agreements, as of the Closing Date there will not be any, securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind to which Parent ▇▇▇▇▇ or any of its subsidiaries Subsidiaries is a party or by which any of them is bound obligating Parent ▇▇▇▇▇ or any of its subsidiaries Subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity securities of Parent ▇▇▇▇▇ or any of its subsidiaries Subsidiaries, ▇▇▇▇▇ Voting Debt, ▇▇▇▇▇ Common Stock or obligating Parent other voting securities of ▇▇▇▇▇ or any of its subsidiaries to issue, deliver Subsidiaries or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity securities of Parent obligating ▇▇▇▇▇ or any of its subsidiaries or obligating Parent or any of its subsidiaries Subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking. There As of the date of this Agreement, there are no no, and except as provided for in or permitted by this Agreement or the Transaction Agreements, as of the Closing Date there will not be any, outstanding contractual obligations, commitments, understandings or arrangements obligations of Parent ▇▇▇▇▇ or any of its subsidiaries Subsidiaries to repurchase, redeem or otherwise acquire any shares of capital stock of ▇▇▇▇▇ or make any payment in respect of its Subsidiaries. (iv) Other than the Contracts contemplated to effect the Transactions, there are no stockholder agreements, voting trusts or other Contracts to which ▇▇▇▇▇ is a party or by which it is bound relating to the voting or transfer of any shares of capital stock of Parent or any of its subsidiaries. The authorized capital stock of Sub consists of 75,000,000 shares of common stock, $0.001 par value per share, no shares have been issued▇▇▇▇▇.

Capital Structure. (i) The authorized capital stock of Parent SouthBanc consists of 60,000,000 of: (A) 7,500,000 shares of Parent SouthBanc Common Stock; and (B) 250,000 of preferred stock, par value $0.001 par value, .01 per share. (ii) As of which 10,231,419 the date of this Agreement: (A) 3,089,113 shares of Parent SouthBanc Common Stock are issued and outstanding. There are no convertible notes, options and otherwise instruments outstanding. immediately after the Effective Time of the Merger, 6,180,000 shares of Parent Common Stock held by the two affiliated shareholders shall be automatically cancelled, further to a separate Share Cancellation Agreement. Upon the cancellation of these shares, the Parent has agreed to transfer the assets, any intellectual property and liabilities to the former President of National Filings Agents, Inc. And, Phoenix Capital, Inc., has agreed to pay the two affiliated shareholders, the sum of Forty-five Thousand ($45,000) Dollars in exchange for the benefit of the Parent to complete the acquisition of Plantation Working Interests, LLC. (See Exhibit B.) Also authorized are 15,000,000 shares of preferred stock, $0.001 par value, none all of which is issued and outstanding. Except as set forth above, no shares of capital stock or other equity securities of Parent are issued, reserved for issuance or outstanding. All outstanding shares of capital stock of Parent are, and all shares which may be issued pursuant to this Agreement will be, when issued, duly authorized, validly issued, fully paid and nonassessable nonassessable; (B) no shares of SouthBanc preferred stock are issued and outstanding or held in SouthBanc's treasury; (C) 388,701 shares of SouthBanc Common Stock are reserved for issuance pursuant to outstanding grants or awards under SouthBanc's stock option plans; (D) 250,000 shares of SouthBanc Common Stock are reserved for issuance pursuant to SouthBanc's Dividend Reinvestment Plan; and, not subject to preemptive rights, and issued (E) 1,232,917 shares of SouthBanc Common Stock are held by SouthBanc in compliance with all applicable state and federal laws concerning the issuance of securities. There are no outstanding its treasury or by its Subsidiaries. (iii) No bonds, debentures, notes or other indebtedness or other securities of Parent having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which shareholders stockholders of Parent SouthBanc may vote. vote are issued or outstanding. (iv) Except as set forth abovein this Section 2.2(c), there as of the date of this Agreement, (A) no shares of capital stock or other voting securities of SouthBanc are no issued, reserved for issuance or outstanding securitiesand (B) neither SouthBanc nor any of its Subsidiaries has or is bound by any outstanding subscriptions, options, warrants, calls, rights, commitmentsconvertible securities, agreements, arrangements commitments or undertakings agreements of any kind to which Parent character obligating SouthBanc or any of its subsidiaries is a party or by which any of them is bound obligating Parent or any its subsidiaries Subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, any additional shares of capital stock of SouthBanc or other equity securities of Parent obligating SouthBanc or any of its subsidiaries or obligating Parent or any of its subsidiaries Subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity securities of Parent or any of its subsidiaries or obligating Parent or any of its subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, commitmentconvertible security, commitment or agreement. As of the date hereof, arrangement or undertaking. There there are no outstanding contractual obligations, commitments, understandings or arrangements obligations of Parent SouthBanc or any of its subsidiaries Subsidiaries to repurchase, redeem or otherwise acquire or make any payment in respect of any shares of capital stock of Parent SouthBanc or any of its subsidiaries. Subsidiaries. (v) The authorized capital stock of Sub consists of 75,000,000 shares of common stock, $0.001 par value per share, no SouthBanc Common Stock to be issued in exchange for shares of Heritage Common Stock upon consummation of the Merger in accordance with this Agreement have been duly authorized and, when issued in accordance with the terms of this Agreement, will be validly issued, fully paid and nonassessable and subject to no preemptive rights.

Capital Structure. The authorized (i) Section 3.01(b)(i) of the Javelin Disclosure Letter sets forth the authorized, issued and outstanding capital stock of Parent consists Javelin and each Subsidiary as well as any other securities (including debt securities) of 60,000,000 shares of Parent Common Stock, $0.001 par value, of which 10,231,419 shares of Parent Common Stock are issued and outstanding. There are no convertible notes, options and otherwise instruments outstanding. immediately after the Effective Time of the Merger, 6,180,000 shares of Parent Common Stock held by the two affiliated shareholders shall be automatically cancelled, further to a separate Share Cancellation Agreement. Upon the cancellation of these shares, the Parent has agreed to transfer the assets, any intellectual property and liabilities to the former President of National Filings Agents, Inc. And, Phoenix Capital, Inc., has agreed to pay the two affiliated shareholders, the sum of Forty-five Thousand ($45,000) Dollars in exchange for the benefit of the Parent to complete the acquisition of Plantation Working Interests, LLC. (See Exhibit B.) Also authorized are 15,000,000 shares of preferred stock, $0.001 par value, none of which is issued and outstanding. Except as set forth above, no shares of capital stock Javelin or other equity securities of Parent are issued, reserved for issuance or outstandingits Subsidiaries. All outstanding shares of capital stock of Parent are, Javelin and all shares which may be its Subsidiaries have been duly authorized and validly issued pursuant to this Agreement will be, when issued, duly authorized, validly issued, and are fully paid and nonassessable and, non-assessable and were not subject to preemptive rights, and issued in compliance with all applicable state and federal laws concerning the issuance violation of securities. There are no outstanding bonds, debentures, notes any preemptive rights or other indebtedness preferential rights of subscription or purchase other securities of Parent having the right to vote (than those that have been waived or convertible intootherwise cured or satisfied and all such shares owned by Javelin, or exchangeable fora direct or indirect wholly owned Subsidiary of Javelin, securities having are free and clear of all liens, charges, encumbrances, claims and options of any nature. (ii) Section 3.01(b)(ii) of the right to vote) on any matters on which shareholders Javelin Disclosure Letter sets forth a list of Parent may vote. Except as set forth above, there are no outstanding securities, all options, warrants, callsconvertible securities, rights, commitmentscommitments (including pre-emptive rights) or agreements to which Javelin or any Subsidiary of Javelin is bound to issue, deliver, sell, purchase, redeem or acquire or cause to be issued, delivered, sold, purchased, redeemed or acquired, shares of Javelin Common Stock or Javelin Preferred Stock, capital stock of a Javelin Subsidiary or any other securities of Javelin or its Subsidiaries. (iii) There are not as of the date hereof, and there will not be at the Effective Time, except as set forth on Section 3.01(b)(iii) of the Javelin Disclosure Letter, any stockholder agreements, arrangements voting trusts or undertakings of any kind other agreements or understandings to which Parent or any of its subsidiaries Javelin is a party or by which any of them it is bound obligating Parent or relating to the voting of any its subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of the capital stock or other equity securities of Parent Javelin or any of its subsidiaries or obligating Parent or any of its subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity securities of Parent or any of its subsidiaries or obligating Parent or any of its subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertakingSubsidiaries. There are no outstanding contractual obligations, commitments, understandings or arrangements restrictions on Javelin to vote the capital stock of 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 Parent or any of its subsidiaries. The authorized capital stock of Sub consists of 75,000,000 shares of common stock, $0.001 par value per share, no shares have been issuedSubsidiaries.

Capital Structure. The authorized capital stock of Parent Buyer consists of 60,000,000 1,000,000,000 shares of Parent Common Stockcommon stock, $0.001 0.0001 par value, of which 10,231,419 there were issued and outstanding as of the close of business on the date hereof, 36,528,504 shares of Parent Common Stock are issued and outstandingStock. There are no convertible notes, options and otherwise instruments outstanding. immediately after the Effective Time of the Merger, 6,180,000 shares of Parent Common Stock held by the two affiliated shareholders shall be automatically cancelled, further to a separate Share Cancellation Agreement. Upon the cancellation of these shares, the Parent has agreed to transfer the assets, any intellectual property and liabilities to the former President of National Filings Agents, Inc. And, Phoenix Capital, Inc., has agreed to pay the two affiliated shareholders, the sum of Forty-five Thousand ($45,000) Dollars in exchange for the benefit of the Parent to complete the acquisition of Plantation Working Interests, LLC. (See Exhibit B.) Also authorized are 15,000,000 shares of preferred stock, $0.001 par value, none of which is issued and outstanding. Except as set forth above, no other outstanding shares of capital stock or other equity voting securities of Parent are issuedBuyer other than shares of Common Stock issued after that same date upon the exercise of options issued under the ▇▇▇▇▇ Networks, reserved for issuance or outstandingInc. 2000 Stock Plan (the "Buyer Option Plan"). All outstanding shares of capital stock of Parent are, and all shares which may be issued pursuant to this Agreement will be, when issued, Buyer have been duly authorized, validly issued, fully paid and nonassessable andare nonassessable. As of the close of business on that same date, not Buyer has reserved (a) 5,967,480 shares of Common Stock for issuance to employees, directors and independent contractors pursuant to the Buyer Option Plan, of which 4,827,907 shares are subject to preemptive rightsoutstanding, unexercised options and 480,396 shares have been exercised and are outstanding and 659,177 are available for grants; (b) 1,895,268 shares of Common Stock for issuance pursuant to outstanding warrants (the "Buyer Warrants"); and 3,132,536 shares of Common Stock for issuance pursuant to outstanding Convertible Notes (the "Buyer Notes"). The Buyer is obligated to issue additional Buyer Notes and Buyer Warrants, which will be convertible into and exercisable for shares of Buyer Common Stock in connection with the financing it closed on November 17, 2005 (the "Financing"). Other than this Agreement, the Buyer Option Plan, the Buyer Warrants and Buyer Notes and shares of Buyer Common Stock to be issued to brokers in compliance connection with all applicable state the Financing and federal laws concerning the issuance of securities. There are no outstanding bonds, debentures, notes or other indebtedness or other securities of Parent having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which shareholders of Parent may vote. Except as set forth abovetransactions contemplated by this Agreement, there are no outstanding securities, other options, warrants, calls, rights, commitments, agreements, arrangements commitments or undertakings agreements of any kind character to which Parent or any of its subsidiaries Buyer is a party or by which any either of them is bound obligating Parent or any its subsidiaries Buyer to issue, deliver deliver, sell, repurchase or sellredeem, or cause to be issued, delivered or delivered, sold, additional repurchased or redeemed, any shares of the capital stock or other equity securities of Parent or any of its subsidiaries Buyer or obligating Parent or any of its subsidiaries Buyer to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity securities of Parent or any of its subsidiaries or obligating Parent or any of its subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, commitment or agreement, arrangement or undertaking. There are no outstanding contractual obligations, commitments, understandings or arrangements of 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 Parent or any of its subsidiaries. The authorized capital stock of Sub consists of 75,000,000 shares of common stock, $0.001 par value per share, no shares have been issued.

Capital Structure. The (a) As of the date of this Agreement, the authorized capital stock of Parent the Company consists solely of 60,000,000 (i) 200,000,000 shares of Parent Common Stock, $0.001 par value, of which 10,231,419 43,590,915 shares of Parent Common Stock are issued and outstanding. There outstanding and 6,500,000 shares are no convertible notes, options and otherwise instruments outstanding. immediately after the Effective Time of the Merger, 6,180,000 shares of Parent Common Stock held by the two affiliated shareholders shall be automatically cancelled, further to a separate Share Cancellation Agreement. Upon the cancellation of these shares, the Parent has agreed to transfer the assets, any intellectual property and liabilities reserved for issuance pursuant to the former President of National Filings AgentsCompany’s 2008 Omnibus Incentive Plan, Inc. And, Phoenix Capital, Inc., has agreed to pay the two affiliated shareholders, the sum of Forty-five Thousand and ($45,000ii) Dollars in exchange for the benefit of the Parent to complete the acquisition of Plantation Working Interests, LLC. (See Exhibit B.) Also authorized are 15,000,000 10,000,000 shares of preferred stock, $0.001 par value, none of which is zero (0) shares are issued and outstandingoutstanding and zero (0) shares are reserved for issuance. Except as set forth aboveAs of the Closing, no and after giving effect to the Transaction, the authorized capital stock of the Company shall consist solely of 400,000,000 shares of capital stock or other equity securities Common Stock and up to 20,000,000 shares of Parent are preferred stock, and the number of shares issued, outstanding and reserved for issuance shall consist solely of (x) the shares of Common Stock and preferred stock referred to in the foregoing sentence, (y) the Purchased Shares, and (z) a number of shares of Common Stock to be issued to the Designated Stockholders and to ▇▇▇▇▇▇ Corporation in connection with the Designated Stockholder Investment at the Common Share Purchase Price and (xx) shares of Common Stock issued or outstandingreserved for issuance under the Company’s 2008 Omnibus Incentive Plan, as outstanding in the SEC Report for the three months ended June 30, 2011 and any awards under the plan granted in the ordinary course of business since such SEC Report. All outstanding No other shares of capital stock of Parent arethe company are authorized, issued and outstanding or reserved for issuance. (b) Subject to the Company obtaining stockholder approval as contemplated by Section 5.1, the Purchased Shares have been duly authorized and upon the Closing shall be, and all shares which may be issued pursuant to this Agreement will the Underlying Shares have been duly authorized and upon issuance shall be, when issued, duly authorized, (i) validly issued, fully paid and nonassessable andnonassessable, (ii) not subject to preemptive rights, and issued in compliance with all applicable state and federal laws concerning the issuance of securities. There are no outstanding bonds, debentures, notes or other indebtedness or other securities of Parent having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which shareholders of Parent may vote. Except as set forth above, there are no outstanding securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings violation of any kind purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the Charter or Bylaws of the Company or any Contract to which Parent the Company or any of its subsidiaries is a party or by which any of them its or their respective assets are bound, and (iii) free and clear of all Encumbrances. (c) The Company has not issued any Voting Debt that is bound obligating Parent outstanding. Except as set forth in the SEC Reports or any its subsidiaries in Schedule 3.3(c) of the Company Disclosure Schedules, there are no (A) outstanding obligations, options, warrants, convertible securities, exchangeable securities, securities or rights that are linked to issuethe value of the Common Stock or other rights, deliver agreements or sell, commitments relating to the capital stock of the Company or cause that obligate the Company to be issued, delivered issue or sold, additional sell or otherwise transfer shares of capital stock or other equity securities of Parent the Company or any of its subsidiaries securities convertible into or obligating Parent or exchangeable for any of its subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity securities of Parent the Company or any Voting Debt of its subsidiaries or obligating Parent or any the Company, (B) outstanding obligations of its subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking. There are no outstanding contractual obligations, commitments, understandings or arrangements of Parent or any of its subsidiaries the Company to repurchase, redeem or otherwise acquire shares of capital stock of the Company, (C) voting trusts, stockholder agreements, proxies or make other agreements or understandings in effect with respect to the voting or transfer of shares of capital stock of the Company (but only to the Company’s knowledge with respect to any payment such agreements to which neither the Company nor any subsidiary of the Company is a party), or (D) rights of first refusal, preemptive rights, subscription rights or any similar rights with respect to the capital stock of the Company under the Charter or Bylaws or any Contract to which the Company or any subsidiary of the Company is a party or by which any of its assets are bound. True, correct, and complete copies of the Charter and the Bylaws have been filed as exhibits to the Company’s SEC Reports. Neither the Company, nor any of its subsidiaries has any “stockholder rights plan”, “poison pill” or any similar arrangement in respect effect. (d) The shares of outstanding capital stock of the Company’s subsidiaries are duly authorized, validly issued, fully paid and nonassessable, and are held of record and beneficially owned by the Company or a subsidiary of the Company. There is no Voting Debt of any subsidiary of the Company that is outstanding. Except as set forth in the SEC Reports or in Schedule 3.3(d) of the Company Disclosure Schedules, there are no (i) outstanding obligations, options, warrants, convertible securities, exchangeable securities, securities or rights that are linked to the value of the Common Stock or other rights, agreements or commitments, in each case, relating to the capital stock or equity interests of the subsidiaries of the Company or that obligate the Company or its subsidiaries to issue or sell or otherwise transfer shares of the capital stock or any securities convertible into or exchangeable for any shares of capital stock of Parent or any Voting Debt of its subsidiaries. The authorized any subsidiary of the Company, (ii) outstanding obligations of the subsidiaries of the Company to repurchase, redeem or otherwise acquire shares of their respective capital stock or equity interests, (iii) voting trusts, stockholder agreements, proxies or other agreements or understandings in effect with respect to the voting or transfer of shares of capital stock of Sub consists the subsidiaries of 75,000,000 shares the Company (but only to the Company’s knowledge with respect to any such agreements to which neither the Company nor any subsidiary of common stockthe Company is a party), $0.001 par value per shareor (iv) rights of first refusal, no shares have been issuedpreemptive rights, subscription rights or any similar rights under any provision of the governing documents of any material subsidiary or any non-wholly owned subsidiary of the Company.

Capital Structure. (1) The authorized capital stock of Parent AmeriNet consists of 60,000,000 20,000,000 shares of Parent Common common stock, par value $0.01 per share, and 5,000,000 shares of Preferred Stock, $0.001 0.01 par valuevalue per share, the attributes of which 10,231,419 are to be determined on a case by case basis by AmeriNet's board of directors. (2) AmeriNet had approximately 11,722,410 shares of Parent Common Stock are common stock issued and outstanding. outstanding as of March 31, 2000 and no shares of Preferred Stock have ever been issued. (3) As of March 31, 2000, AmeriNet had reserved 7,273,815 shares of common stock (excluding those issuable pursuant to the terms of this Agreement) for issuance as described in AmeriNet's annual report on Form 10-KSB for the year ended June 30, 1999 and the quarterly reports on Form 10-QSB for the calendar quarters ended September 30, 1999 and December 31, 1999 and any Subsequent Current Reports or Subsequent Exchange Act Reports. (4) There are no convertible notes, options and otherwise instruments outstanding. immediately after the Effective Time of the Merger, 6,180,000 shares of Parent Common Stock held by the two affiliated shareholders shall be automatically cancelled, further to a separate Share Cancellation Agreement. Upon the cancellation of these shares, the Parent has agreed to transfer the assets, any intellectual property and liabilities to the former President of National Filings Agents, Inc. And, Phoenix Capital, Inc., has agreed to pay the two affiliated shareholders, the sum of Forty-five Thousand ($45,000) Dollars in exchange for the benefit of the Parent to complete the acquisition of Plantation Working Interests, LLC. (See Exhibit B.) Also authorized are 15,000,000 shares of preferred stock, $0.001 par value, none of which is issued and outstanding. Except as set forth above, no shares of capital stock or other equity securities of Parent are issued, reserved for issuance or outstanding. All outstanding shares of capital stock of Parent are, and all shares which may be issued pursuant to this Agreement will be, when issued, duly authorized, validly issued, fully paid and nonassessable and, not subject to preemptive rights, and issued in compliance with all applicable state and federal laws concerning the issuance of securities. There are no outstanding bonds, debentures, notes or other indebtedness or other securities of Parent having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which shareholders of Parent may vote. Except as set forth above, there are no outstanding securities, options, warrants, calls, rights, commitments, agreements, arrangements commitments or undertakings agreements of any kind character to which Parent or any of its subsidiaries AmeriNet is a party or by which any of them it is bound obligating Parent or any its subsidiaries AmeriNet to issue, deliver deliver, sell, repurchase or sellredeem, or cause to be issued, delivered or delivered, sold, additional repurchased or redeemed, any shares of capital stock or other equity securities the Capital Stock of Parent or any of its subsidiaries AmeriNet or obligating Parent or any of its subsidiaries AmeriNet to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity securities of Parent or any of its subsidiaries or obligating Parent or any of its subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, commitment or agreement, arrangement or undertaking. There are no outstanding contractual obligationsother than as may be required in conjunction with other acquisitions under negotiation, commitmentsrights granted to investors under common stock purchase warrants since December 31, understandings or arrangements 1999 and as disclosed in the Exchange Act Reports. (5) AmeriNet's articles of Parent or any incorporation permit their amendment by action of its subsidiaries AmeriNet's board of directors without stockholder approval to repurchase, redeem or otherwise acquire or make any payment in respect increase the amount of any shares authorized Capital Stock. (B) All of capital stock of Parent or any of its subsidiaries. The authorized capital stock of Sub consists of 75,000,000 AmeriNet's shares of common stock, $0.001 par value per share, no shares and preferred stock have been duly authorized, and all of their issued and outstanding shares of common stock have been validly issued, are fully paid and nonassessable and are free of any liens or encumbrances other than any liens or encumbrances created by or imposed upon the holders thereof. (C) Subject to the ▇▇▇▇▇▇▇ Declarants' compliance with their obligations under this Agreement, the shares of AmeriNet's common stock to be issued pursuant to the Reorganization will be duly authorized, validly issued, fully paid, and nonassessable.

Capital Structure. The As of the date of this Agreement, GOLQ is authorized capital to issue one class of stock designated as common stock (“Common Stock”), the total number of Parent consists of 60,000,000 shares of Parent Common which GOLQ is authorized to issue being two hundred million (200,000,000). As of the date of this Agreement GOLQ has approximately 134,127,556 shares of common stock issued and outstanding. Further, as of the date of this Agreement, GOLQ is authorized to issue stock designated as preferred stock (“Preferred Stock”), $0.001 par valuethe total number of shares of which GOLQ is authorized to issue being ten million (10,000,000), of which 10,231,419 no shares of Parent Common the Preferred Stock are issued and outstanding. There are no convertible notes, options and otherwise instruments outstanding. immediately after the Effective Time All of the Merger, 6,180,000 shares of Parent Common Stock held by the two affiliated shareholders shall be automatically cancelled, further to a separate Share Cancellation Agreement. Upon the cancellation of these shares, the Parent has agreed to transfer the assets, any intellectual property and liabilities to the former President of National Filings Agents, Inc. And, Phoenix Capital, Inc., has agreed to pay the two affiliated shareholders, the sum of Forty-five Thousand ($45,000) Dollars in exchange for the benefit of the Parent to complete the acquisition of Plantation Working Interests, LLC. (See Exhibit B.) Also authorized are 15,000,000 shares of preferred stock, $0.001 par value, none of which is issued and outstanding. Except as set forth above, no shares of capital stock or other equity securities of Parent are issued, reserved for issuance or outstanding. All outstanding shares of capital common stock of Parent are, and all shares which may be issued pursuant to this Agreement will be, when issued, duly authorized, GOLQ are validly issued, fully paid and nonassessable andnonassessable, not subject to preemptive rights, and have been issued in compliance with all applicable foreign, federal and state securities laws and federal laws concerning the issuance none of such outstanding shares were issued in violation of any preemptive rights or similar rights to subscribe for or purchase securities. There As of the date of this Agreement, no shares of GOLQ’s capital stock are subject to preemptive rights or any other similar rights or any Liens, claims or encumbrances suffered or permitted by GOLQ. The Common Stock is currently quoted on the OTC Markets market (the “Principal Trading Market”) under the trading symbol “GOLQ”. GOLQ has received no notice, either oral or written, with respect to continued eligibility of the Common Stock for quotation on the Principal Trading Market, and the Issuing GOLQ has maintained all requirements on its part for the continuation of such quotation. To the extent not already disclosed in its Financial Statements and other filings with the SEC, GOLQ has disclosed to Symplefy (i) any outstanding bonds, debentures, notes or other indebtedness or other securities of Parent having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which shareholders of Parent may vote. Except as set forth above, there are no outstanding securities, options, warrants, callsscrip, rightsrights to subscribe to, commitments, agreements, arrangements calls or undertakings commitments of any kind to which Parent character whatsoever relating to, or securities or rights convertible into, any shares of capital stock of GOLQ or any of its subsidiaries is a party or by which any of them is bound obligating Parent or any its subsidiaries to issue, deliver or sellSubsidiaries, or cause to be issued, delivered or sold, additional shares of capital stock or other equity securities of Parent or any of its subsidiaries or obligating Parent or any of its subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity securities of Parent or any of its subsidiaries or obligating Parent or any of its subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking. There are no outstanding contractual obligationscontracts, commitments, understandings or arrangements of Parent by which GOLQ or any of its subsidiaries Subsidiaries is or may become bound to repurchaseissue additional shares of capital stock of the GOLQ or any of its Subsidiaries or options, redeem warrants, scrip, rights to subscribe to, calls or otherwise acquire commitments of any character whatsoever relating to, or make any payment in respect of securities or rights convertible into, any shares of capital stock of Parent GOLQ and (ii) any outstanding debt securities, notes, credit agreements, credit facilities or other contracts or instruments evidencing indebtedness of GOLQ or by which GOLQ is or may become bound, other than as it relates to the GOLQ Acquisition, (iii) any outstanding registration statements with respect to GOLQ or any of their respective securities, and there are no outstanding comment letters from the SEC, the Principal Trading Market, or any other Governmental Authority with respect to any securities of GOLQ; and (iv) any agreements or arrangements under which GOLQ is obligated to register the sale of any of its subsidiariessecurities under the Securities Act or any other law of any other Governmental Authority (v) any financing statements filed with any Governmental Authority securing any obligations of GOLQ or filed in connection with any assets or properties of GOLQ; (vi) any securities or instruments containing anti-dilution or similar provisions that will be triggered by this Agreement or any related agreement or the consummation of the transactions described herein or therein; and (vii) any outstanding securities or instruments of GOLQ which contain any redemption or similar provisions, and any contracts or agreements by which such GOLQ is or may become bound to redeem a security of such GOLQ (except pursuant to this Agreement). The authorized capital stock GOLQ has furnished to Symplefy complete and correct copies of Sub consists such GOLQ’s Articles of 75,000,000 shares Incorporation, as amended and as in effect on the date hereof and such GOLQ Bylaws, as in effect on the date hereof, and any other governing or organizational documents, as applicable. Except for the documents delivered to Symplefy in accordance with the immediately preceding sentence, there are no other shareholder agreements, voting agreements, operating agreements, or other contracts or agreements of common stockany nature or kind that restrict, $0.001 par value per sharelimit or in any manner impose obligations, no shares have been issuedrestrictions or limitations on the governance of GOLQ.

Capital Structure. The authorized capital stock of Parent THK consists of 60,000,000 (a) 100,000,000 shares of Parent THK Common Stock and (b) 5,000,000 shares of “blank check” Preferred Stock, $0.001 par value, 500,000 shares of which 10,231,419 have been designated “Series One Preferred Stock”. (“THK Preferred Stock”). As of the date of this Agreement: (1) 33,324,428 shares of Parent THK Common Stock are were issued and outstanding. There are no convertible notes, options and otherwise instruments outstanding. immediately after the Effective Time of the Merger, 6,180,000 shares of Parent Common Stock held by the two affiliated shareholders shall be automatically cancelled, further to a separate Share Cancellation Agreement. Upon the cancellation of these shares, the Parent has agreed to transfer the assets, any intellectual property and liabilities to the former President of National Filings Agents, Inc. And, Phoenix Capital, Inc., has agreed to pay the two affiliated shareholders, the sum of Forty-five Thousand ($45,0002) Dollars in exchange for the benefit of the Parent to complete the acquisition of Plantation Working Interests, LLC. (See Exhibit B.) Also authorized are 15,000,000 shares of preferred stock, $0.001 par value, none of which is issued and outstanding. Except as set forth above, no shares of capital stock THK Preferred Stock were issued or other equity securities outstanding, (3) 2,500,000 shares of Parent are issuedTHK Common Stock were held in the treasury of THK, and (4) 12,013,089 shares of THK Common Stock were duly reserved for future issuance pursuant to warrants or outstandingoptions issued or granted by THK. All outstanding shares of capital stock of Parent THK Common Stock are, and all shares which may of THK Common Stock to be issued pursuant to in connection with the consummation of the transactions contemplated by this Agreement will be, when issuedissued in accordance with the terms hereof, duly authorized, validly issued, fully paid and nonassessable andnon-assessable, and not subject to preemptive rightsto, and or issued in compliance with all applicable state and federal laws concerning the issuance violation of, any kind of securitiespreemptive, subscription or any kind of similar rights. There are no outstanding bonds, debentures, notes or other indebtedness or other securities of Parent THK having the right to vote (or convertible into, or exchangeable for, into securities having the right to vote) on any matters on which shareholders stockholders of Parent THK may vote. Except as set forth abovedescribed on Schedule 5.2(a) hereof, there are no outstanding securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind (contingent or otherwise) to which Parent or any of its subsidiaries THK is a party or by which any of them is bound obligating Parent or any its subsidiaries THK to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity voting securities of Parent or any of its subsidiaries THK or obligating Parent or any of its subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity securities of Parent or any of its subsidiaries or obligating Parent or any of its subsidiaries THK to issue, grant, extend or enter into any agreement to issue, grant or extend any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking. There are no outstanding contractual obligationsExcept as set forth on Schedule 5.2(b), commitmentsneither THK nor RESO Merger Sub is subject to any obligation or requirement to provide funds for, understandings or arrangements of Parent or any of its subsidiaries to repurchase, redeem or otherwise acquire or make any payment investment (in respect the form of a loan or capital contribution) to, or in, any Person. All of the issued and outstanding shares of capital stock of Parent or any of its subsidiaries. The authorized capital stock of Sub consists of 75,000,000 shares of common stock, $0.001 par value per share, no shares have been issuedTHK Common Stock were issued in compliance in all material respects with all applicable federal and state securities laws.

Capital Structure. The authorized capital stock of Parent Buyer consists of 60,000,000 (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 date hereof, 5,880,115 shares of Parent Common Stock, $0.001 par value, of which 10,231,419 shares of Parent Buyer Common Stock are issued and outstanding. There are no convertible notes, 81,000 shares of Buyer Common Stock were subject to employee stock options and otherwise instruments outstanding. immediately after the Effective Time of the Merger, 6,180,000 462,400 shares of Parent Buyer Common Stock held by the two affiliated shareholders shall be automatically cancelled, further were reserved for issuance pursuant to a separate Share Cancellation Agreement. Upon the cancellation of these shares, the Parent has agreed to transfer the assets, any intellectual property and liabilities to the former President of National Filings Agents, Inc. And, Phoenix Capital, Inc., has agreed to pay the two affiliated shareholders, the sum of Forty-five Thousand ($45,000) Dollars in exchange for the benefit of the Parent to complete the acquisition of Plantation Working Interests, LLC. (See Exhibit B.) Also authorized are 15,000,000 shares of preferred stock, $0.001 par value, none of which is issued and outstandingBuyer Employee Benefit Plans. Except as set forth above, as of the date hereof no shares of capital stock or other equity securities of Parent Buyer are issued, reserved for issuance or outstanding. All outstanding shares of capital stock of Parent Buyer are, and all any shares which may of Buyer Common Stock issued upon settlement of the Holdco Note will be issued pursuant to this Agreement will be, when issuedat the time of issuance, duly authorized, validly issued, fully paid and nonassessable and, and not subject to preemptive rights, and issued in compliance with all applicable state and federal laws concerning the issuance of securities. There are no outstanding not any bonds, debentures, notes or other indebtedness or other securities of Parent Buyer having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which shareholders holders of Parent the Buyer Common Stock may votevote ("Voting Buyer Debt"). Except as set forth aboveabove or as disclosed in Section 3.2(c) of the Disclosure Schedule, as of the date hereof there are no outstanding securities, not any options, warrants, callsrights, rightsconvertible or exchangeable securities, commitments, agreementscontracts, arrangements or undertakings of any kind to which Parent Buyer or any of its subsidiaries Subsidiary is a party or by which any of them is bound (i) obligating Parent Buyer or any its subsidiaries Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity securities of Parent interests in, or any of its subsidiaries security convertible or obligating Parent exercisable for or exchangeable into any of its subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock of or other equity securities interest in, Buyer or of Parent any Subsidiary or any of its subsidiaries Voting Buyer Debt or (ii) obligating Parent Buyer or any of its subsidiaries Subsidiary to issue, grant, extend or enter into any such security, option, warrant, call, right, security, commitment, agreementcontract, arrangement or undertaking. There Except as disclosed in Section 3.2(c) of the Disclosure Schedule, there are no outstanding contractual obligationsrestrictions upon the voting, commitments, understandings dividend rights or arrangements of Parent or any of its subsidiaries to repurchase, redeem or otherwise acquire or make any payment in respect transfer of any shares of capital stock of Parent Buyer Common Stock pursuant to Buyer's organizational documents or any of its subsidiariesagreement to which Buyer is a party. The Holdco Note has been duly authorized capital stock by Holdco and, when executed, issued and delivered to Sellers as contemplated by this Agreement, will constitute the valid and binding obligation of Sub consists of 75,000,000 shares of common stockHoldco, $0.001 par value per share, no shares have been issuedenforceable against Holdco in accordance with its terms.

Capital Structure. (a) The authorized capital stock of Parent Clover consists of 60,000,000 1,000,000,000 shares of Parent Clover Common Stock, $0.001 par value, of which 10,231,419 201,986,971 shares of Parent Clover Common Stock are issued and outstanding. There are no convertible notes, options and otherwise instruments outstanding. immediately after the Effective Time were outstanding as of the Mergerclose of business on April 26, 6,180,000 shares of Parent Common Stock held by the two affiliated shareholders shall be automatically cancelled, further to a separate Share Cancellation Agreement. Upon the cancellation of these shares, the Parent has agreed to transfer the assets, any intellectual property 2019 and liabilities to the former President of National Filings Agents, Inc. And, Phoenix Capital, Inc., has agreed to pay the two affiliated shareholders, the sum of Forty-five Thousand ($45,000) Dollars in exchange for the benefit of the Parent to complete the acquisition of Plantation Working Interests, LLC. (See Exhibit B.) Also authorized are 15,000,000 100,000,000 shares of preferred stock, par value $0.001 par value0.01 per share, none of which is issued and outstandingnone are outstanding as of the date hereof. Except as set forth above, no No shares of capital stock or other equity securities Clover Common Stock are held by any Subsidiary of Parent are issued, reserved for issuance or outstandingClover. All of the outstanding shares of capital stock of Parent areClover Common Stock have been, and all shares which may be issued pursuant to this Agreement the Clover Share Issuance will be, when issued, duly authorized, validly issued, fully paid and nonassessable andnonassessable. As of the date hereof, not subject to preemptive rightsother than 11,916,155 shares of Clover Common Stock reserved for issuance under the Clover Stock Plans, and issued in compliance with all applicable state and federal laws concerning Clover has no shares of Clover Common Stock reserved for issuance. Each of the issuance outstanding shares of securities. There are no outstanding bonds, debentures, notes or other indebtedness capital stock or other securities of Parent having the right to vote (each of Clover’s Subsidiaries is duly authorized, validly issued, fully paid and nonassessable and owned by Clover or convertible intoby a direct or indirect wholly owned Subsidiary of Clover, free and clear of any Lien other than those arising under its Organizational Documents or exchangeable for, applicable securities having the right to vote) on any matters on which shareholders of Parent may voteLaws. Except as set forth above, there are no preemptive or other outstanding securitiesrights, options, warrants, calls, conversion rights, commitmentsstock appreciation rights, performance units, phantom stock rights, profit participation rights, redemption rights, repurchase rights, agreements, arrangements arrangements, calls, commitments or undertakings rights, obligations or contracts of any kind to which Parent that obligate Clover or any of its subsidiaries is a party Subsidiaries to issue or by which sell any of them is bound obligating Parent or any its subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity securities of Parent Clover or any of its subsidiaries Subsidiaries or obligating Parent any securities or obligations convertible into or exchangeable or exercisable for, or giving any Person a right to subscribe for or acquire, any securities of Clover or any of its subsidiaries to issueSubsidiaries, deliver and no securities or sellobligations evidencing such rights are authorized, issued or cause to be issued, delivered or sold, additional shares of capital stock or other equity securities of Parent or outstanding. Upon any of its subsidiaries or obligating Parent or any of its subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking. There are no outstanding contractual obligations, commitments, understandings or arrangements of Parent or any of its subsidiaries to repurchase, redeem or otherwise acquire or make any payment in respect issuance of any shares of Clover Common Stock in accordance with the terms of the Clover Stock Plans, such shares of Clover Common Stock will be duly authorized, validly issued, fully paid and nonassessable and free and clear of any Liens. Clover does not have outstanding any bonds, debentures, notes or other obligations the holders of which have the right to vote (or which are convertible into or exercisable for securities having the right to vote) with the stockholders of Clover on any matter. (b) Section 6.2(b) of the Clover Disclosure Letter sets forth (i) each of Clover’s Subsidiaries and the ownership interest of Clover in each such Subsidiary, as well as the ownership interest of any other Person or Persons in each such Subsidiary, and (ii) Clover’s or its Subsidiaries’ capital stock of Parent stock, equity interest or other direct or indirect ownership interest in any of its subsidiaries. other Person. (c) The authorized capital stock of Merger Sub consists of 75,000,000 1,000 shares of common stock, $0.001 par value $0.01 per share, 10 of which are validly issued and outstanding. All of the issued and outstanding capital stock of Merger Sub is, and at the Effective Time will be, owned by a wholly owned Subsidiary of Clover. Merger Sub was formed solely for the purpose of engaging in the transactions contemplated by this Agreement, has engaged in no shares have been issuedother business activities and has conducted its operations only as contemplated by this Agreement.