Common use of Capital Structure Clause in Contracts

Capital Structure. The authorized share capital of the Company consists of Fifty Thousand (50,000) Company Shares, all of which are issued and outstanding and held by the Shareholders. No shares or other voting securities of the Company are issued, reserved for issuance or outstanding. All outstanding Company Shares are duly authorized, validly issued, fully paid and non-assessable and not subject to or issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the applicable corporate laws of its state of incorporation, the Company Charter Documents or any Contract (as defined in Section 3.04) to which the Company is a party or otherwise bound. There are no bonds, debentures, notes or other indebtedness of the Company having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of Company Shares may vote (“Voting Company Debt”). As of the date of this Agreement, there are no options, warrants, rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contracts, arrangements or undertakings of any kind to which the Company is a party or by which the Company is bound (i) obligating the Company to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares or other equity interests in, or any security convertible or exercisable for or exchangeable into any shares or capital stock or other equity interest in, the Company or any Voting Company Debt, (ii) obligating the Company to issue, grant, extend or enter into any such option, warrant, call, right, security, commitment, Contract, arrangement or undertaking or (iii) that give any person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights occurring to holders of the shares or capital stock of the Company.

Capital Structure. The authorized share capital structure of the Company consists of Fifty Thousand Two Hundred Million (50,000200,000,000) Company Shares, all shares of common stock of which after giving effect to the Cancellation Agreement 15,144,885 are issued and outstanding and held by the ShareholdersFifty Million (50,000,000) shares of preferred stock, none of which are outstanding. No shares or other voting securities of the Company Shares are issued, reserved for issuance or outstanding. All outstanding Company Shares are duly authorized, validly issued, fully paid and non-assessable and not subject to or issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the applicable corporate laws of its state of incorporation, the Company Charter Documents or any Contract (as defined in Section 3.04) to which the Company is a party or otherwise bound. There are no bonds, debentures, notes or other indebtedness of the Company having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of Company Shares may vote (“Voting Company Debt”). As Except as otherwise set forth herein, as of the date of this Agreement, there are no options, warrants, rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contracts, arrangements or undertakings of any kind to which the Company is a party or by which the Company is bound (i) obligating the Company to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares Company Shares or other equity interests in, or any security convertible or exercisable for or exchangeable into any shares or capital stock Company Shares or other equity interest in, the Company or any Voting Company Debt, (ii) obligating the Company to issue, grant, extend or enter into any such option, warrant, call, right, security, commitment, Contract, arrangement or undertaking or (iii) that give any person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights occurring to holders of the shares or capital stock of the CompanyCompany Shares.

Capital Structure. The authorized share capital stock of the Company consists of Fifty Thousand (50,000) Company Shares2,000,000 shares of common stock, all of which which, 238,334 shares are issued and outstanding and held by the Shareholdersoutstanding. No Except as set forth above, no shares of capital stock or other voting securities of the Company are issued, reserved for issuance or outstanding. All outstanding shares of the capital stock of the Company Shares are duly authorized, validly issued, fully paid and non-assessable nonassessable and not subject to or issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the applicable corporate laws of its state of incorporation, the Company Charter Documents corporation law or any Contract (as defined in Section 3.04) contract to which the Company is a party or otherwise bound. There are no not any bonds, debentures, notes or other indebtedness of the Company having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of shares of common stock of the Company Shares may vote (“Voting Company Debt”). As Except as set forth on Schedule 3.03, as of the date of this Agreement, there are no not any options, warrants, rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contracts, arrangements or undertakings of any kind to which the Company is a party or by which the Company its is bound (i) obligating the Company to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity interests in, or any security convertible or exercisable for or exchangeable into any shares or capital stock of or other equity interest in, the Company or any Voting Company Debt, (ii) obligating the Company to issue, grant, extend or enter into any such option, warrant, call, right, security, commitment, Contractcontract, arrangement or undertaking or (iii) that give any person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights occurring to holders of the capital stock of the Company. As of the date of this Agreement, there are not any outstanding contractual obligations of the Company to repurchase, redeem or otherwise acquire any shares or of capital stock of the Company.

Capital Structure. The authorized share capital of the Company consists of Fifty One Hundred Thousand (50,000100,000) Company Shares, all shares of which are issued and common stock with One Hundred Thousand (100,000) shares outstanding and held by the Shareholders0 shares of preferred stock authorized. No shares or other voting securities of the Company are issued, reserved for issuance or outstanding. All outstanding shares of the Company Shares are duly authorized, validly issued, fully paid and non-assessable and not subject to or issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the applicable corporate laws of its state of incorporation, the Company Charter Documents or any Contract (as defined in Section 3.04) to which the Company is a party or otherwise bound. There are no bonds, debentures, notes or other indebtedness of the Company having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of Company Shares may vote (“Voting Company Debt”). As Except as otherwise set forth herein, as of the date of this Agreement, there are no options, warrants, rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contracts, arrangements or undertakings of any kind to which the Company is a party or by which the Company is bound (i) obligating the Company to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares or other equity interests in, or any security convertible or exercisable for or exchangeable into any shares or capital stock or other equity interest in, the Company or any Voting Company Debt, (ii) obligating the Company to issue, grant, extend or enter into any such option, warrant, call, right, security, commitment, Contract, arrangement or undertaking or (iii) that give any person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights occurring to holders of the shares or capital stock of the Company.

Capital Structure. The authorized share capital capitalization of the Company consists is set forth on Schedule 3.03 in the Company Disclosure Letter. Except as set forth therein, no shares of Fifty Thousand (50,000) Company Shares, all of which are issued and outstanding and held by the Shareholders. No shares capital stock or other voting securities of the Company are issued, issuable, reserved for issuance or outstanding. The Company is the sole record and beneficial owner of all of the issued and outstanding capital stock of each Company Subsidiary. All outstanding shares of the capital stock of the Company Shares and each Company Subsidiary are duly authorized, validly issued, fully paid and non-assessable nonassessable and not subject to or issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the applicable corporate laws of its state of incorporationIsrael, the Company Charter Documents Constituent Instruments or any Contract (as defined in Section 3.043.05) to which the Company is a party or otherwise bound. There Except as set forth on Schedule 3.03 in the Company Disclosure Letter or as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, there are no bonds, debentures, notes or other indebtedness Indebtedness (as defined in Section 3.16 below) of the Company or any Company Subsidiary having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of Company Shares or the shares of any Company Subsidiary may vote (“Voting Company Debt”). As Except as set forth above, as of the date of this Agreement, there are no not any options, warrants, rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contracts, arrangements or undertakings of any kind to which the Company or any Company Subsidiary is a party or by which the Company any of them is bound (ia) obligating the Company or any Company Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity interests in, or any security convertible or exercisable for or exchangeable into any shares or capital stock of or other equity interest in, the Company or any Company Subsidiary or any Voting Company Debt, (iib) obligating the Company or any Company Subsidiary to issue, grant, extend or enter into any such option, warrant, call, right, security, commitment, Contract, arrangement or undertaking or (iiic) that give any person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights occurring to holders of the shares or capital stock of the CompanyCompany or of any Company Subsidiary. The Company is not a party to any agreement granting any securityholder of the Company the right to cause the Company to register shares of the capital stock or other securities of the Company held by such securityholder. The stockholder list provided to the Parent is a current stockholder list, and such list accurately reflects all of the issued and outstanding shares of the Company Securities as at the date of this Agreement.

Capital Structure. The authorized share capital stock of the Company consists is as set forth in the Cap Table attached hereto as Exhibit C. Except as set forth in Exhibit C, as of Fifty Thousand (50,000) Company Shares, all the date hereof no shares of which are issued and outstanding and held by the Shareholders. No shares capital stock or other voting equity securities of the Company are issued, reserved for issuance or outstanding. All outstanding shares of capital stock of the Company Shares are duly authorized, validly issued, fully paid and non-assessable nonassessable and not subject to or issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the applicable corporate laws of its state of incorporation, the Company Charter Documents or any Contract (as defined in Section 3.04) to which the Company is a party or otherwise boundrights. There are no outstanding bonds, debentures, notes or other indebtedness or other securities of the Company having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of Company Shares may vote (“Voting Company Debt”). As shareholders of the date of this AgreementCompany may vote. Except as set forth in Exhibit C, there are no outstanding securities, options, warrants, calls, rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contractsagreements, arrangements or undertakings of any kind to which the Company is a party or by which the Company it is bound (i) obligating the Company to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares or other equity interests in, or any security convertible or exercisable for or exchangeable into any shares or of capital stock or other equity interest in, or voting securities of the Company or any Voting Company Debt, (ii) obligating the Company to issue, grant, extend or enter into any such security, option, warrant, call, right, security, commitment, Contractagreement, arrangement or undertaking undertaking. There are no outstanding contractual obligations, commitments, understandings or (iii) that give any person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights occurring to holders arrangements of the Company to repurchase, redeem or otherwise acquire or make any payment in respect of any shares or of capital stock of the Company. Except as set forth on Schedule 3.01(c) of the Company Disclosure Schedule, there are no agreements or arrangements pursuant to which the Company is or could be required to register shares of Company Stock or other securities under the Securities Act of 1933, as amended (the “Securities Act”) or other agreements or arrangements with or among any security holders of the Company with respect to securities of the Company.

Capital Structure. The authorized share and issued capital stock of the Company consists is as set forth in Section 4.1(c) of Fifty Thousand (50,000the Disclosure Schedule. Section 4.1(c) of the Disclosure Schedule sets forth a true and complete list of the owners, beneficially and of record, of the Company SharesShares set forth opposite their name. Except as set forth in Section 4.1(c) of the Disclosure Schedule, all no shares of which are issued and outstanding and held by the Shareholders. No shares capital stock or other equity or voting securities of the Company are issued, reserved for issuance or outstanding. All outstanding shares of capital stock of the Company Shares are duly authorized, validly issued, fully paid and non-assessable nonassessable and not subject to or issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the applicable corporate laws of its state of incorporation, the Company Charter Documents or any Contract (as defined in Section 3.04) to which the Company is a party or otherwise boundrights. There are no not any bonds, debentures, notes or other indebtedness or securities of the Company having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of Company Shares may vote (“Voting Company Debt”). As shareholders of the date Company may vote. Except as set forth in Section 4.1(c) of this Agreementthe Disclosure Schedule, there are no not any securities, options, warrants, calls, rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contractsagreements, arrangements or undertakings of any kind to which the Company is a party or by which the Company is bound (i) obligating the Company it to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares or other equity interests in, or any security convertible or exercisable for or exchangeable into any shares or of capital stock or other equity interest in, the Company or any Voting Company Debt, (ii) voting securities or obligating the Company it to issue, grant, extend or enter into any such security, option, warrant, call, right, security, commitment, Contractagreement, arrangement or undertaking undertaking. Except as set forth in Section 4.1(c) of the Disclosure Schedule, there are no outstanding rights, commitments, agreements, arrangements or undertakings of any kind obligating the Company to repurchase, redeem or otherwise acquire or dispose of any shares of capital stock or other equity or voting securities or any securities of the type described in the immediately preceding sentences. The Company acknowledges that the offering and sale of the Parent Shares, the Parent Notes, the $7.00 Warrants and the $7.50 Warrants to be issued in exchange for all of the Company Shares is intended to be exempt from registration under the Securities Act of 1933, as amended (iiithe "Securities Act"), by virtue of Section 4(2) of the Securities Act and the provisions of Regulation D promulgated thereunder ("Regulation D"). The Company represents and warrants to Parent and Sub that give any person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights occurring to holders of the shares or capital stock Company Shares fulfill, and will fulfill as of the Company.Effective Time, the investor suitability requirements under Section 4(2) of the Securities Act and Regulation D.

Capital Structure. The authorized share capital stock of the Company Cantix consists of Fifty Thousand (50,000) Company Shares50,000 ordinary shares, all $1.00 par value, of which are one (1) ordinary share is issued and outstanding and held by the Shareholdersoutstanding. No Except as set forth above, no shares of capital stock or other voting securities of the Company Cantix are issued, reserved for issuance or outstanding. Cantix is the sole record and/or beneficial owner of all of the issued and outstanding capital stock of each of its Subsidiaries. All outstanding Company Shares shares of the capital stock of Cantix and each of its Subsidiaries are duly authorized, validly issued, fully paid and non-assessable nonassessable and not subject to or issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the applicable corporate laws of its state the British Virgin Islands (or the applicable corporate laws governing each of incorporationthe Subsidiaries), the Company Charter Documents Cantix Constituent Instruments, the Subsidiary Constituent Instruments or any Contract (as defined in Section 3.04) to which the Company Cantix or any of its Subsidiaries is a party or otherwise bound. There are no not any bonds, debentures, notes or other indebtedness of the Company Cantix or any of its Subsidiaries having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of Company Cantix Shares or the capital stock of any of its Subsidiaries may vote (“Voting Company Cantix Debt”). As Except as set forth above, as of the date of this Agreement, there are no not any options, warrants, rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contracts, arrangements or undertakings of any kind to which the Company Cantix or any of its Subsidiaries is a party or by which the Company any of them is bound (ia) obligating the Company Cantix 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 interests in, or any security convertible or exercisable for or exchangeable into any shares or capital stock of or other equity interest in, the Company Cantix or any of its Subsidiaries or any Voting Company Cantix Debt, (iib) obligating the Company Cantix or any of its Subsidiaries to issue, grant, extend or enter into any such option, warrant, call, right, security, commitment, Contract, arrangement or undertaking or (iiic) that give any person Person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights occurring to holders of the shares or capital stock of Cantix or of any of its Subsidiaries. As of the Companydate of this Agreement, there are not any outstanding contractual obligations of Cantix to repurchase, redeem or otherwise acquire any shares of capital stock of Cantix.

Capital Structure. (a) The authorized share capital stock of the Company consists solely of Fifty Thousand 350,000,000 shares of Common Stock and 50,000,000 shares of Preferred Stock of which, except for any shares of Common Stock that may be issued as described in Company Disclosure Schedule 3.3(a) or after the date hereof upon the exercise of Options: (50,000i) Company Shares, all 188,935,616.43 shares of which Common Stock are issued and outstanding outstanding, (ii) no shares of Preferred Stock are issued and outstanding, (iii) no shares of Common Stock or Preferred Stock are issued and held by the Shareholders. No Company in treasury, and (iv) 23,352,201 shares or other voting securities of the Company Common Stock are issued, reserved for issuance or outstandingunder the Option Plan. All outstanding Company Shares are duly authorized, validly issued, fully paid and non-assessable and not subject to or issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the applicable corporate laws of its state of incorporation, the Company Charter Documents or any Contract (as defined in Section 3.04) to which the Company is a party or otherwise bound. There are no No bonds, debentures, notes or other instruments or evidence of indebtedness of the Company having the right to vote (or convertible into, into or exercisable or exchangeable for, securities having the right to vote) on any matters on which the holders of Company Shares Common Stock may vote are issued or outstanding. Except as set forth on Company Disclosure Schedule 3.3(a), all outstanding shares of Common Stock are validly issued, fully paid and nonassessable, and were not issued in violation of any preemptive or other similar rights. Except as set forth above, and as set forth on Company Disclosure Schedule 3.3(a), there (“Voting Company Debt”). As A) are no shares of capital stock or other voting securities of the date of this AgreementCompany authorized, there issued or outstanding, (B) are no optionssecurities of the Company or any Subsidiary of the Company convertible into, warrants, rights, convertible or exchangeable securitiesor exercisable for, “phantom” shares of capital stock rightsor other voting securities of the Company or any Subsidiary of the Company, stock appreciation rights(C) is no option, stock-based performance unitswarrant, commitmentscall, Contractspreemptive right, arrangements subscription or undertakings other right, agreement, arrangement, understanding or commitment of any kind character, relating to which the issued or unissued capital stock of the Company is a party or by which any Subsidiary of the Company, obligating any Shareholder, the Company is bound (i) obligating or any Subsidiary of the Company to issue, deliver transfer or sell, sell or cause to be issued, delivered transferred or sold, additional shares or other equity interests in, or any security convertible or exercisable for or exchangeable into sold any shares or of capital stock or other equity interest in, the Company or any Voting Subsidiary of the Company Debtor securities convertible into or exchangeable for such shares, (ii) or equity interests, or obligating any Shareholder, the Company or any Subsidiary of the Company to issue, grant, extend or enter into any such option, warrant, call, subscription or other right, security, commitment, Contract, arrangement or undertaking agreement, and (D) is no outstanding contractual obligation of any Shareholder, Company or (iii) that give any person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights occurring to holders Subsidiary of the shares Company to repurchase, redeem or otherwise acquire any capital stock of the Company or any Subsidiary or Affiliate of the Company, or to provide funds to make any investment (in the form of a loan, capital contribution or otherwise) in any Subsidiary of the Company or any other Person. Except as set forth on Company Disclosure Schedule 3.3(a), there are no voting trusts, proxies or other agreements or understandings to which the Company, any of its Subsidiaries or, to the Knowledge of the Company, any of their respective shareholders or equity owners is a party or by which the Company or any of its Subsidiaries or, to the Knowledge of the Company, any of their respective shareholders or equity owners is bound with respect to the voting of any shares of capital stock, or any other equity or voting security or interest of the Company or any Company Subsidiary.

Capital Structure. The authorized share capital stock of the Company consists of Fifty Thousand (50,000) Company Shares60,000 ordinary shares, all and 6,000 preferred shares, each $1.00 par value, of which 50,000 ordinary shares and 2,147 preferred shares are issued and outstanding and held by the Shareholdersoutstanding. No Except as set forth above, no shares of capital stock or other voting securities of the Company are issued, reserved for issuance or outstanding, other than up to $365,940 in value, based on the per share price paid in the next equity financing of the Company, of ordinary shares reserved for issuance upon exercise of the Company Warrants. The Company has issued, and there are currently outstanding, warrants to purchase up to $365,940 in value, based on the per share price paid in the next equity financing of the Company, of ordinary shares of the Company. All outstanding shares of the capital stock of the Company Shares and each Company Subsidiary are duly authorized, validly issued, fully paid and non-assessable nonassessable and not subject to or issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the applicable corporate laws of its state of incorporationthe British Virgin Islands, the Company Charter Documents Constituent Instruments or any Contract (as defined in Section 3.043.05) to which the Company is a party or otherwise bound. There Except as set forth in this Section 3.03 and in Section 3.03 of the Company Disclosure Schedule, there are no not any bonds, debentures, notes or other indebtedness of the Company or any Company Subsidiary having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of Company Shares or the common stock of any Company Subsidiary may vote (“Voting Company Debt”). As Except as set forth above, as of the date of this Agreement, there are no not any options, warrants, rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contracts, arrangements or undertakings of any kind to which the Company or any Company Subsidiary is a party or by which the Company any of them is bound (i) obligating the Company or any Company Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity interests in, or any security convertible or exercisable for or exchangeable into any shares or capital stock of or other equity interest in, the Company or any Company Subsidiary or any Voting Company Debt, (ii) obligating the Company or any Company Subsidiary to issue, grant, extend or enter into any such option, warrant, call, right, security, commitment, Contract, arrangement or undertaking or (iii) that give any person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights occurring to holders of the shares or capital stock of the CompanyCompany or of any Company Subsidiary. Except as set forth in Section 3.03 of the Company Disclosure Schedule, as of the date of this Agreement, there are not any outstanding contractual obligations of the Company to repurchase, redeem or otherwise acquire any shares of capital stock of the Parent.

Capital Structure. The authorized share capital stock of the Company SSKY consists of Fifty Thousand 225,000,000 SSKY Shares. As of November 2, 2010, (50,000A) Company Shares, all of which 80,583,239 SSKY Shares are issued and outstanding and held by outstanding. Since the Shareholdersdate of this Agreement, SSKY has not issued SSKY Shares. No Except as set forth above, no shares of capital stock or other voting securities of the Company SSKY are issued, reserved for issuance or outstanding. All outstanding Company Shares shares of the capital stock of SSKY are duly authorized, validly issued, fully paid and non-assessable nonassessable and not subject to or issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the applicable corporate laws of its state of incorporation, the Company Charter Documents or any Contract (as defined in Section 3.04) to which the Company is a party or otherwise boundright. There are no bonds, debentures, notes or other indebtedness of the Company SSKY having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of Company SSKY Shares may vote (“Voting Company SSKY Debt”). As of Except as set forth on the date of this AgreementSSKY Disclosure Letter, there There are no options, warrants, rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contracts, arrangements or undertakings of any kind to which the Company SSKY is a party or by which the Company it is bound (i) obligating the Company SSKY to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity interests in, or any security convertible or exercisable for or exchangeable into any shares or capital stock of or other equity interest in, the Company SSKY or any Voting Company SSKY Debt, (ii) obligating the Company SSKY to issue, grant, extend or enter into any such option, warrant, call, right, security, commitment, Contract, arrangement or undertaking or (iii) that give any person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights occurring to holders of the shares or capital stock of SSKY. There are no outstanding contractual obligations of SSKY to repurchase, redeem or otherwise acquire any shares of capital stock of SSKY. SSKY is not a party to any agreement granting any securityholder of SSKY the Companyright to cause SSKY to register shares of the capital stock or other securities of SSKY held by such securityholder under the Act. At the Effective Time, SSKY shall deliver to ecoTECH a certified stockholder list generated by its stock transfer agent which shall accurately reflect all of the issued and outstanding SSKY Shares.

Capital Structure. The authorized share capital stock of the Company Jade Profit Investment Limited consists of Fifty Ten Thousand (50,00010,000) shares of Company SharesCommon Stock. There are 10,000 shares of Common Stock outstanding. Except as set forth above, all no shares of which are issued and outstanding and held by the Shareholders. No shares capital stock or other voting equity securities of the Company are issued, reserved for issuance or outstanding. All outstanding shares of capital stock of the Company Shares are duly authorized, validly issued, fully paid and non-assessable nonassessable and not subject to or issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the applicable corporate laws of its state of incorporation, the Company Charter Documents or any Contract (as defined in Section 3.04) to which the Company is a party or otherwise boundrights. There are no outstanding bonds, debentures, notes or other indebtedness or other securities of the Company having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of Company Shares may vote (“Voting Company Debt”). As shareholders of the date Company may vote. The Company Disclosure Schedule sets forth the outstanding Capitalization of this Agreementthe Company. Except as set forth above, there are no outstanding securities, options, warrants, calls, rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contractsagreements, arrangements or undertakings of any kind to which the Company is a party or by which the Company it is bound (i) obligating the Company to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares or other equity interests in, or any security convertible or exercisable for or exchangeable into any shares or of capital stock or other equity interest in, or voting securities of the Company or any Voting Company Debt, (ii) obligating the Company to issue, grant, extend or enter into any such security, option, warrant, call, right, security, commitment, Contractagreement, arrangement or undertaking undertaking. Other than the Company Stock Options and Company Warrants, there are no outstanding contractual obligations, commitments, understandings or (iii) that give any person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights occurring to holders arrangements of the Company to repurchase, redeem or otherwise acquire or make any payment in respect of any shares or of capital stock of the Company. There are no agreements or arrangements pursuant to which the Company is or could be required to register shares of Company Common Stock or other securities under the Securities Act of 1933, as amended (the "Securities Act") or other agreements or arrangements with or among any securityholders of the Company with respect to securities of the Company.

Capital Structure. The authorized share capital of the Company consists of Fifty Thousand (50,000) Company Shares, all of which are has 100 membership units issued and outstanding and held by the Shareholdersoutstanding. No Except as set forth above, no shares of capital stock or other voting securities of the Company are issued, reserved for issuance or outstanding. Except as specified in the Company Disclosure Letter, the Company is the sole record and beneficial owner of all of the issued and outstanding capital stock of each Company Subsidiary. All outstanding shares of the capital stock of the Company Shares and each Company Subsidiary are duly authorized, validly issued, fully paid and non-assessable nonassessable and not subject to or issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the applicable corporate laws of its state of incorporationlaws, the Company Charter Documents Constituent Instruments or any Contract (as defined in Section 3.043.05) to which the Company is a party or otherwise bound. There Except as set forth in this Section 3.03 and in the Company Disclosure Letter, there are no not any bonds, debentures, notes or other indebtedness of the Company or any Company Subsidiary having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of Company Shares or the common stock of any Company Subsidiary may vote (“Voting Company Debt”). As Except as set forth above, as of the date of this Agreement, there are no not any options, warrants, rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contracts, arrangements or undertakings of any kind to which the Company or any Company Subsidiary is a party or by which the Company any of them is bound (ia) obligating the Company or any Company Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity interests in, or any security convertible or exercisable for or exchangeable into any shares or capital stock of or other equity interest in, the Company or any Company Subsidiary or any Voting Company Debt, (iib) obligating the Company or any Company Subsidiary to issue, grant, extend or enter into any such option, warrant, call, right, security, commitment, Contract, arrangement or undertaking or (iiic) that give any person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights occurring to holders of the shares or capital stock of the CompanyCompany or of any Company Subsidiary.

Capital Structure. The authorized share capital of the Company consists of Fifty Thousand (50,000) Company Shares, all of which are has 200 shares issued and outstanding and held by the Shareholdersoutstanding. No Except as set forth above, no shares of capital stock or other voting securities of the Company are issued, reserved for issuance or outstanding. Except as specified in the Company Disclosure Letter, the Company is the sole record and beneficial owner of all of the issued and outstanding capital stock of each Company Subsidiary. All outstanding shares of the capital stock of the Company Shares and each Company Subsidiary are duly authorized, validly issued, fully paid and non-assessable nonassessable and not subject to or issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the applicable corporate laws of its state of incorporationEngland and Whales, the Company Charter Documents Constituent Instruments or any Contract (as defined in Section 3.043.05) to which the Company is a party or otherwise bound. There Except as set forth in this Section 3.03 and in the Company Disclosure Letter, there are no not any bonds, debentures, notes or other indebtedness of the Company or any Company Subsidiary having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of Company Shares or the common stock of any Company Subsidiary may vote (“Voting Company Debt”). As Except as set forth above, as of the date of this Agreement, there are no not any options, warrants, rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contracts, arrangements or undertakings of any kind to which the Company or any Company Subsidiary is a party or by which the Company any of them is bound (ia) obligating the Company or any Company Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity interests in, or any security convertible or exercisable for or exchangeable into any shares or capital stock of or other equity interest in, the Company or any Company Subsidiary or any Voting Company Debt, (iib) obligating the Company or any Company Subsidiary to issue, grant, extend or enter into any such option, warrant, call, right, security, commitment, Contract, arrangement or undertaking or (iiic) that give any person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights occurring to holders of the shares or capital stock of the CompanyCompany or of any Company Subsidiary.

Capital Structure. The authorized share and outstanding capital stock of Webdigs on a fully diluted basis and all outstanding rights to acquire or receive, directly or indirectly, any equity of Webdigs as of the Company consists date of Fifty Thousand this Agreement and the Closing Date (50,000not including the Preferred Shares) Company Sharesare set forth on Section 2.03 of the Webdigs Disclosure Schedule. Except as set forth on Section 2.03 of the Webdigs Disclosure Schedule, all there are no options, warrants, or rights to subscribe to, securities, rights, understandings or obligations convertible into or exchangeable for or granting any right to subscribe for any shares of which are issued and outstanding and held by the Shareholders. No shares capital stock or other voting securities equity interest of the Company are issued, reserved for issuance or outstandingWebdigs. All outstanding Company Shares shares of Webdigs are duly authorized, validly issued, fully paid and non-assessable and not subject to or issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the applicable corporate laws of its state of incorporation, the Company Webdigs Charter Documents or any Contract (as defined in Section 3.042.05) to which the Company Webdigs is a party or otherwise bound. There are no bonds, debentures, notes or other indebtedness of the Company Webdigs having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of Company Shares common stock may vote (“Voting Company Webdigs Debt”). As Except as set forth in Section 2.03 of the Webdigs Disclosure Schedule, as of the date of this Agreement, there are no options, warrants, rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contracts, arrangements or undertakings of any kind to which the Company Webdigs is a party or by which the Company Webdigs is bound (i) obligating the Company Webdigs to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares or other equity interests in, or any security convertible or exercisable for or exchangeable into any shares or capital stock or other equity interest in, the Company Webdigs or any Voting Company Webdigs Debt, (ii) obligating the Company Webdigs to issue, grant, extend or enter into any such option, warrant, call, right, security, commitment, Contract, arrangement or undertaking or (iii) that give any person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights occurring to holders of the shares or capital stock of Webdigs. The Preferred Shares, upon issuance, will constitute, on an as-converted and fully diluted basis, approximately 93% of the Companyissued and outstanding shares of common stock of Webdigs.

Capital Structure. The authorized share and outstanding capital stock of the Company consists as of Fifty Thousand (50,000) Company Sharesthe date hereof is 40,000,000 shares of Common Stock, all of which 20,424,009 are outstanding, and 2,000,000 of Preferred Stock, none of which is issued and outstanding and held by the Shareholders. No shares or other voting securities of the Company are issued, reserved for issuance or outstanding. All of the outstanding Company Shares are shares of the Company's capital stock have been duly authorized, authorized and validly issued, are fully paid and non-assessable nonassessable, were issued in compliance with all applicable federal and state securities laws are not subject to or to, and were not issued in violation of of, any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the applicable corporate laws of its state of incorporation, the Company Charter Documents or any Contract (rights. Except as defined set forth in Section 3.04) to which the Company is a party or otherwise bound. There are no bonds, debentures, notes or other indebtedness of the Company having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of Company Shares may vote (“Voting Company Debt”). As of the date of this AgreementSchedule 2.3, there are no outstanding securities, options, warrants, calls, rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance unitscontracts, commitments, Contractsagreements, arrangements arrangements, understandings or undertakings of any kind to which the Company or any of its subsidiaries is a party party, or by which the Company any of them is bound (i) bound, obligating the Company or any of its subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares or other equity interests in, or any security convertible or exercisable for or exchangeable into any shares or of capital stock or other equity interest in, securities of the Company or any Voting of its subsidiaries, or any securities convertible into or exercisable or exchangeable for any shares of capital stock or other securities of the Company Debtor any of its subsidiaries, (ii) or obligating the Company or any of its subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, securitycontract, commitment, Contractagreement, arrangement arrangement, understanding or undertaking undertaking. Except as set forth in Schedule 2.3, there are no contracts, commitments, agreements, arrangements, understandings or (iii) that give undertakings of any kind to which the Company or any of its subsidiaries is a party, or by which any of them is bound, granting to any person the right to receive require the Company to file a registration statement under the Securities Act with respect to any economic benefit or right similar to or derived from the economic benefits and rights occurring to holders securities of the shares Company or capital stock of requiring the CompanyCompany to include such securities with Common Shares or Warrant Shares registered pursuant to any registration statement.

Capital Structure. The authorized share capital stock of the Company consists of Fifty Thousand Twenty Million (50,00020,000,000) shares of Company SharesCommon Stock. There are One Million (1,000,000) shares of Common Stock outstanding. Except as set forth above, all no shares of which are issued and outstanding and held by the Shareholders. No shares capital stock or other voting equity securities of the Company are issued, reserved for issuance or outstanding. All outstanding shares of capital stock of the Company Shares are duly authorized, validly issued, fully paid and non-assessable nonassessable and not subject to or issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the applicable corporate laws of its state of incorporation, the Company Charter Documents or any Contract (as defined in Section 3.04) to which the Company is a party or otherwise boundrights. There are no outstanding bonds, debentures, notes or other indebtedness or other securities of the Company having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of Company Shares may vote (“Voting Company Debt”). As shareholders of the date Company may vote. The Company Disclosure Schedule sets forth the outstanding Capitalization of this Agreementthe Company. Except as set forth above, there are no outstanding securities, options, warrants, calls, rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contractsagreements, arrangements or undertakings of any kind to which the Company is a party or by which the Company it is bound (i) obligating the Company to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares or other equity interests in, or any security convertible or exercisable for or exchangeable into any shares or of capital stock or other equity interest in, or voting securities of the Company or any Voting Company Debt, (ii) obligating the Company to issue, grant, extend or enter into any such security, option, warrant, call, right, security, commitment, Contractagreement, arrangement or undertaking undertaking. Other than the Company Stock Options and Company Warrants, there are no outstanding contractual obligations, commitments, understandings or (iii) that give any person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights occurring to holders arrangements of the Company to repurchase, redeem or otherwise acquire or make any payment in respect of any shares or of capital stock of the Company. There are no agreements or arrangements pursuant to which the Company is or could be required to register shares of Company Common Stock or other securities under the Securities Act of 1933, as amended (the "Securities Act") or other agreements or arrangements with or among any securityholders of the Company with respect to securities of the Company.

Capital Structure. The authorized share capital stock of the Company consists of Fifty Thousand 20,000,000 shares of Company Common Stock and 1,000,000 shares of preferred stock, par value $.50 per share (50,000the "COMPANY PREFERRED STOCK"). At the close of business on the date hereof, (i) 4,880,368 shares of Company SharesCommon Stock were issued and outstanding, all of which are issued and outstanding and held by the Shareholders. No shares or other voting securities of the Company are issued, reserved for issuance or outstanding. All outstanding Company Shares are were duly authorized, validly issued, fully paid and non-assessable nonassessable and not subject to or issued in violation free of any purchase optionpreemptive rights, call option, right (ii) no shares of first refusal, preemptive right, subscription right or any similar right under any provision of the applicable corporate laws of its state of incorporation, Company Common Stock were held by the Company Charter Documents in its treasury, (iii) no shares of Company Common Stock or any Contract Company Preferred Stock were reserved for issuance pursuant to outstanding options or warrants to purchase, and (iv) no shares of Company Preferred Stock were issued or outstanding. Except as defined in Section 3.04) to which the Company is a party set forth above, no shares of capital stock were issued, reserved for issuance or otherwise boundoutstanding. There are no outstanding stock appreciation rights, phantom stock or other contractual rights the value of which is determined in whole or in part by the value of any capital stock of the Company ("STOCK EQUIVALENTS"). There are no outstanding bonds, debentures, notes or other indebtedness of the Company having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters matter on which holders of Company Shares the Company's stockholders may vote (“Voting Company Debt”)vote. As of the date of this Agreement, there There are no securities, options, warrants, calls, rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contractsagreements, arrangements or undertakings of any kind to which the Company or the Company Subsidiary is a party or by which the Company any of them is bound (i) obligating the Company or the Company Subsidiary to issue, deliver or sellsell or create, or cause to be issued, delivered or soldsold or created, or evidencing any right to subscribe for, additional shares or other equity interests in, or any security convertible or exercisable for or exchangeable into any shares or of capital stock or other equity interest in, voting securities or Stock Equivalents of the Company or any Voting the Company Debt, (ii) Subsidiary or obligating the Company or the Company Subsidiary to issue, grant, extend or enter into any such security, option, warrant, call, right, security, commitment, Contractagreement, arrangement or undertaking undertaking. There are no outstanding rights, commitments, agreements or (iii) that give undertakings of any person kind obligating the right Company or the Company Subsidiary to receive repurchase, redeem or otherwise acquire any economic benefit shares of capital stock or right similar to or derived from the economic benefits and rights occurring to holders other voting securities of the shares Company or capital stock the Company Subsidiary or any securities of the Companytype described in the two immediately preceding sentences.

Capital Structure. The authorized share equity capital of the Company ofPSI consists of Fifty Thousand (50,000) Company ofthe PSI Shares, all of which are issued and outstanding and held owned by the Shareholders. No shares Shareholder identified on Annex A. Except as set forth above and herein, no equity securities or other voting securities of the Company PSI are issued, reserved for issuance or outstanding. All outstanding Company Shares equity interests of PSI are duly authorized, validly issued, fully paid and non-assessable and not subject to or issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the ofthe applicable corporate laws of its state jurisdiction of incorporationformation, the Company PSI Charter Documents or PSI Bylaws or any Contract (as defined in Section 3.04) to which the Company PSI is a party or otherwise bound. There are no bonds, debentures, notes or other indebtedness of the Company PSI having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of Company PSI Shares may vote (“"Voting Company PSI Debt”"). As of the date of this Agreement, there There are no not any options, warrants, rights, convertible or exchangeable securities, “"phantom” " stock rights, stock appreciation rights, stock-based performance units, commitments, Contracts, arrangements or undertakings of any kind to which the Company PSI is a party or by which the Company it is bound (i) obligating the Company PSI to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity interests in, or any security convertible or exercisable for or exchangeable into any shares or capital stock of or other equity interest in, the Company PSI or any Voting Company PSI Debt, (ii) obligating the Company PSI to issue, grant, extend or enter into any such option, warrant, call, right, security, commitment, Contract, arrangement or undertaking or (iii) that give any person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights occurring to holders of the shares or capital stock of the CompanyPSI. There are not any outstanding contractual obligations of PSI to repurchase, redeem or otherwise acquire any shares of capital stock of PSI.

Capital Structure. The authorized share capital of the Company consists of Fifty Thousand (50,000) Company Shares50,000 ordinary shares, of which 10,000 ordinary shares are issued and outstanding, all of which are issued held legally and outstanding and held beneficially by the ShareholdersStockholder. No Except as set forth above, no shares or other voting securities of the Company are issued, reserved for issuance or outstanding. Except as specified in the Company Disclosure Letter, the Company is the sole legal and beneficial owner of all of the issued shares of each Company Subsidiary, either directly or indirectly. All outstanding shares of the Company Shares and each Company Subsidiary are duly authorized, validly issued, fully paid and non-assessable nonassessable and not subject to or issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the applicable corporate laws of its state of incorporationthe British Virgin Islands, the Company Charter Documents Constituent Instruments or any Contract (as defined in Section 3.043.05) to which the Company is a party or otherwise bound. There Except as set forth in this section 3.03 and in the Company Disclosure Letter, there are no not any bonds, debentures, notes or other indebtedness of the Company or any Company Subsidiary having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of Company Shares Stock or the common stock of any Company Subsidiary may vote (“Voting Company Debt”). As Except as set forth above, as of the date of this Agreement, there are no not any options, warrants, rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contracts, arrangements or undertakings of any kind to which the Company or any Company Subsidiary is a party or by which the Company any of them is bound (i) obligating the Company or any Company Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity interests in, or any security convertible or exercisable for or exchangeable into any shares or capital stock of or other equity interest in, the Company or any Company Subsidiary or any Voting Company Debt, (ii) obligating the Company or any Company Subsidiary to issue, grant, extend or enter into any such option, warrant, call, right, security, commitment, Contract, arrangement or undertaking or (iii) that give any person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights occurring to holders of the shares of the Company or of any Company Subsidiary. Except as set forth in the Company Disclosure Letter, as of the date of this Agreement, there are not any outstanding contractual obligations of the Company to repurchase, redeem or otherwise acquire any shares of capital stock of the CompanyParent.

Capital Structure. The authorized share capitalization of Xxxxx is as set forth under Schedule 3.2 Except as set forth on Schedule 3.3, no shares of capital of the Company consists of Fifty Thousand (50,000) Company Shares, all of which are issued and outstanding and held by the Shareholders. No shares stock or other voting securities of the Company Xxxxx are issued, reserved for issuance or outstanding. Xxxxx is the sole record and beneficial owner of all of the issued and outstanding capital stock of each of its subsidiaries. All outstanding Company Shares shares of the capital stock of Xxxxx are duly authorized, validly issued, fully paid and non-assessable 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 any applicable corporate laws of its state of incorporationLaws, the Company Charter Documents Xxxxx charter documents, or any Contract (as defined in Section 3.04) to which the Company Xxxxx is a party or otherwise bound. There are no not any bonds, debentures, notes or other indebtedness of the Company Xxxxx having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of Company Shares capital stock of Xxxxx may vote (“Voting Company Debt”)vote. As of the date of this Agreement, there are no not any options, warrants, rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contracts, arrangements or undertakings of any kind to which the Company Xxxxx is a party or by which the Company any of them is bound (ia) obligating the Company Xxxxx to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity interests in, or any security convertible or exercisable for or exchangeable into any shares or capital stock of or other equity interest in, the Company or any Voting Company Debtin Xxxxx, (iib) obligating the Company Xxxxx to issue, grant, extend or enter into any such option, warrant, call, right, security, commitment, Contract, arrangement or undertaking or (iiic) that give any person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights occurring to holders of the shares or capital stock of Xxxxx. As of the Companydate of this Agreement, there are not any outstanding contractual obligations of Xxxxx to repurchase, redeem or otherwise acquire any shares of capital stock of Xxxxx. No further approval or authorization of any stockholder, the Board of Directors or others is required for the sale of the Xxxxx Stock. There are no stockholders agreements, voting agreements or other similar agreements with respect to Xxxxx’x capital stock to which Xxxxx is a party or, to the knowledge of Xxxxx, between or among any of Xxxxx stockholders.

Capital Structure. The Company is authorized share capital to issue equity securities in the form of Units (as such term is defined in the Company consists Operating Agreement). Exhibit A sets forth an accurate and complete statement of Fifty Thousand (50,000) Company Shares, all of which are the Units issued and outstanding and held by outstanding, including the ShareholdersSoundli Units. No shares Except as set forth in the preceding sentence, no Units, membership interests or other voting securities of equity interests in the Company are issued, reserved for issuance or outstanding. All outstanding Company Shares Units are duly authorized, validly issued, fully paid and non-assessable nonassessable and not subject to or issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the applicable corporate laws of its state of incorporation, the Company Charter Documents or any Contract (as defined in Section 3.04) to which the Company is a party or otherwise bound. There are no bonds, debentures, notes or other indebtedness of the Company having the right to vote (or convertible into, or exchangeable for, securities Units, membership interests or other equity interests having the right to vote) on any matters on which holders of Units or membership interests in the Company Shares may vote (“Voting Company Debt”). As of the date of this Agreement, there There are no options, warrants, rights, convertible or exchangeable securities, “phantom” stock equity rights, stock equity appreciation rights, stockequity-based performance units, commitments, Contracts, arrangements or undertakings of any kind to which the Company is a party or by which the Company it is bound (i) obligating the Company to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares Units, membership interests or other equity interests in, or any security convertible or exercisable for or exchangeable into any shares or capital stock Units, membership interests or other equity interest in, the Company or any Voting Company Debt, (ii) obligating the Company to issue, grant, extend or enter into any such option, warrant, call, right, security, commitment, Contract, arrangement or undertaking or (iii) that give any person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights occurring to holders of the shares Units or capital stock membership interests of the Company. There are not any outstanding contractual obligations of the Company to repurchase, redeem or otherwise acquire any Units, membership interests or other equity interests in the Company.

Capital Structure. The authorized share capital stock of Xxxxx consists of 100,000,000 shares of Xxxxx Common Stock and 15,000,000 shares of the Company consists preferred stock of Fifty Thousand Xxxxx (50,000“Xxxxx Preferred Stock”). As of the date hereof, (i) Company Shares, all 8,006,000 shares of which Xxxxx Common Stock are issued and outstanding outstanding, (ii) no shares of Xxxxx Preferred Stock are issued and outstanding, and (iii) no shares of Xxxxx Common Stock or Xxxxx Preferred Stock are held by the ShareholdersXxxxx in its treasury. No Except as set forth above, no shares of capital stock or other voting securities of the Company Xxxxx are issued, reserved for issuance or outstanding. Xxxxx is the sole record and beneficial owner of all of the capital shares of Xxxxx Sauce Co., Inc. All outstanding Company Shares capital shares of Xxxxx and the Xxxxx Subsidiary are duly authorized, validly issued, fully paid and non-assessable nonassessable and not subject to or issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the applicable corporate laws of its state of incorporation, the Company Charter Documents or any Contract (as defined in Section 3.04) to which the Company such company is a party or otherwise bound. There are no bonds, debentures, notes or other indebtedness of the Company having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on not any matters on which holders of Company Shares may vote (“Voting Company Debt”). As of the date of this Agreement, there are no options, warrants, rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contracts, arrangements or undertakings of any kind to which Xxxxx or any of the Company Xxxxx Subsidiary is a party or by which the Company any of them is bound (i) obligating Xxxxx or the Company Xxxxx Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares or other equity interests incapital shares, or any security convertible or exercisable for or exchangeable into any the capital shares of Xxxxx or capital stock or other equity interest in, the Company or any Voting Company DebtXxxxx Subsidiary, (ii) obligating Xxxxx or the Company Xxxxx Subsidiary to issue, grant, extend or enter into any such option, warrant, call, right, security, commitment, Contract, arrangement or undertaking or (iii) that give any person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights occurring to holders of the capital shares of Xxxxx or of the Xxxxx Subsidiary. As of the date of this Agreement, there are not any outstanding contractual obligations of Xxxxx to repurchase, redeem or otherwise acquire any shares of capital stock of Xxxxx. At the CompanyClosing, Xxxxx shall deliver to KCI a certified stockholder list generated by its stock transfer agent which shall accurately reflect all of the issued and outstanding shares of Xxxxx Common Stock however held.

Capital Structure. (a) The authorized share capital stock of the Company consists of Fifty Thousand (50,000) Company Shares100,000,000 shares of Stock. At the close of business on December 21, all 1998, 6,852,889 shares of which are Stock were issued and outstanding, and 401,902 shares of Stock were reserved for issuance pursuant to outstanding and held by options or warrants to purchase shares of Stock which have been granted to directors, officers, or employees of the ShareholdersCompany or others ("Company Stock Options"). No Except as set forth above, at the close of business on December 21, 1998, no shares of capital stock or other voting equity securities of the Company are were issued, reserved for issuance issuance, or outstanding. All outstanding shares of capital stock of the Company Shares are are, and all shares which may be issued pursuant to any outstanding Company Stock Options will be, when issued, duly authorized, validly issued, fully paid and non-assessable nonassessable and not subject to or issued preemptive rights. Except as set forth in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision Section 4.2 of the applicable corporate laws of its state of incorporationDisclosure Schedule, the Company Charter Documents or any Contract (as defined in Section 3.04) to which the Company is a party or otherwise bound. There are no bonds, debentures, notes notes, or other indebtedness of the Company or any Subsidiary having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders the shareholders of Company Shares may vote (“Voting Company Debt”). As of the date of this Agreement, there are no options, warrants, rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contracts, arrangements or undertakings of any kind to which the Company is a party or by which the Company is bound (i) obligating the Company to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares or other equity interests in, or any security convertible or exercisable for or exchangeable into any shares or capital stock or other equity interest in, the Company or any Voting Subsidiary may vote are issued or outstanding. Except as disclosed in Section 4.2 of the Disclosure Schedule, all the outstanding shares of capital stock of each Subsidiary have been validly issued and are fully paid and nonassessable and are owned by the Company, by one or more Subsidiaries, or by the Company Debtand one or more such Subsidiaries, free and clear of all Liens. Except as set forth above or in Section 4.2 of the Disclosure Schedule, neither the Company nor any Subsidiary has any outstanding option, warrant, subscription, or other right, agreement, or commitment which (i) obligates the Company or any Subsidiary to issue, sell or transfer, repurchase, redeem, or otherwise acquire or vote any shares of the capital stock of the Company or any Subsidiary, (ii) obligating restricts the transfer of shares of stock of the Company to issueor any Subsidiary, grant, extend or enter into any such option, warrant, call, right, security, commitment, Contract, arrangement or undertaking or (iii) that give any person grants the right to receive participate in any economic benefit or right similar to or derived from the economic benefits and rights occurring to holders equity appreciation of the shares Company or capital stock of the Companyany Subsidiary.

Capital Structure. The authorized share capital stock of the Company Square C consists of Fifty Thousand (50,000) Company Shares50,000 ordinary shares, all of which are issued and outstanding and held by the Shareholdersoutstanding. No Except as set forth above, no shares of capital stock or other voting securities of the Company Square C are issued, reserved for issuance or outstanding. Except as disclosed in the Square C Disclosure Letter, Square C is the sole record and beneficial owner of all of the issued and outstanding capital stock of each of its subsidiaries. All outstanding Company Shares shares of the capital stock of Square C and each of its subsidiaries are duly authorized, validly issued, fully paid and non-assessable nonassessable and not subject to or issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the applicable corporate laws of its state of incorporationthe jurisdiction in which such entity was organized, the Company Charter Documents organizational documents of any such entity or any Contract (as defined in Section 3.04) to which the Company Square C is a party or otherwise bound. There are no not any bonds, debentures, notes or other indebtedness of the Company Square C or any of its subsidiaries having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of Company Shares Square C Stock or the capital stock of any of its subsidiaries may vote (“Voting Company Square C Debt”). As of the date of this Agreement, there are no not any options, warrants, rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contracts, arrangements or undertakings of any kind to which the Company Square C or any of its subsidiaries is a party or by which the Company any of them is bound (ia) obligating the Company Square C 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 interests in, or any security convertible or exercisable for or exchangeable into any shares or capital stock of or other equity interest in, the Company Square C or any of its subsidiaries or any Voting Company Square C Debt, (iib) obligating the Company Square C or any of its subsidiaries to issue, grant, extend or enter into any such option, warrant, call, right, security, commitment, Contract, arrangement or undertaking or (iiic) that give any person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights occurring to holders of the shares or capital stock of Square C or of any of its subsidiaries. As of the Company.date of this Agreement, there are not any outstanding contractual obligations of Square C to repurchase, redeem or otherwise acquire any shares of capital stock of Square C.

Capital Structure. The authorized share capital of the Company consists U.S. $21,000 divided into 6,000,000 common shares of Fifty Thousand (50,000) Company SharesU.S. $0.001 par value each and 1,500,000 preferred shares of U.S. $0.01 par value each. As of the date of this Agreement, all of which 5,099,503 ordinary shares are issued and outstanding and held by none of the Shareholderspreferred shares are issued and outstanding. No Except as set forth above, no shares or other voting securities of the Company are issued, reserved for issuance or outstanding. Except as specified in the Company Disclosure Letter, the Company is the sole record and beneficial owner of all of the issued and outstanding capital stock of each Company Subsidiary. All outstanding shares of the capital stock of the Company Shares and each Company Subsidiary are duly authorized, validly issued, fully paid and non-assessable nonassessable and not subject to or issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the applicable corporate laws of its state of incorporationthe Cayman Islands, the Company Charter Documents Constituent Instruments or any Contract (as defined in Section 3.043.05) to which the Company is a party or otherwise bound. There Except as set forth in this section 3.03 and in the Company Disclosure Letter, there are no not any bonds, debentures, notes or other indebtedness of the Company or any Company Subsidiary having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of Company Shares Stock or the common stock of any Company Subsidiary may vote (“Voting Company Debt”). As Except as set forth above, as of the date of this Agreement, there are no not any options, warrants, rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contracts, arrangements or undertakings of any kind to which the Company or any Company Subsidiary is a party or by which the Company any of them is bound (i) obligating the Company or any Company Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity interests in, or any security convertible or exercisable for or exchangeable into any shares or capital stock of or other equity interest in, the Company or any Company Subsidiary or any Voting Company Debt, (ii) obligating the Company or any Company Subsidiary to issue, grant, extend or enter into any such option, warrant, call, right, security, commitment, Contract, arrangement or undertaking or (iii) that give any person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights occurring to holders of the shares or capital stock of the CompanyCompany or of any Company Subsidiary. Except as set forth in the Company Disclosure Letter, as of the date of this Agreement, there are not any outstanding contractual obligations of the Company to repurchase, redeem or otherwise acquire any shares of capital stock of Parent.

Capital Structure. The authorized share capital stock of the Company consists of Fifty Thousand (50,000) 25,000,000 shares of Company SharesStock, all of which 15,096,601 shares are issued and outstanding and held by outstanding, including the Shareholderssecurities issued in the Company Funding, as described in Schedule 3.01(c) of the Company Disclosure Schedule. No Except as set forth in Schedule 3.01(c) of the Company Disclosure Schedule, as of the date hereof no other shares of capital stock or other voting equity securities of the Company are issued, reserved for issuance or outstanding. All outstanding shares of capital stock of the Company Shares are duly authorized, validly issued, fully paid and non-assessable nonassessable and not subject to or issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the applicable corporate laws of its state of incorporation, the Company Charter Documents or any Contract (as defined in Section 3.04) to which the Company is a party or otherwise boundrights. There are no outstanding bonds, debentures, notes or other indebtedness or other securities of the Company having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of Company Shares may vote (“Voting Company Debt”). As shareholders of the date Company may vote. Except as set forth in Section 3.01(c) of this Agreementthe Company Disclosure Schedule, there are no outstanding securities, options, warrants, calls, rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contractsphantom equity or similar rights, agreements, arrangements or undertakings of any kind to which the Company is a party or by which the Company it is bound (i) obligating the Company to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares or other equity interests in, or any security convertible or exercisable for or exchangeable into any shares or of capital stock or other equity interest in, or voting securities of the Company or any Voting Company Debt, (ii) obligating the Company to issue, grant, extend or enter into any such security, option, warrant, call, right, security, commitment, Contractagreement, arrangement or undertaking undertaking. There are no outstanding contractual obligations, commitments, understandings or (iii) that give any person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights occurring to holders arrangements of the Company to repurchase, redeem or otherwise acquire or make any payment in respect of any shares or of capital stock of the Company. Schedule 3.01(c) of the Company Disclosure Schedule sets forth the ownership of the Company Stock. Except as set forth on Schedule 3.01(c) of the Company Disclosure Schedule, there are no agreements or arrangements pursuant to which the Company is or could be required to register shares of Company Stock or other securities under the Securities Act of 1933, as amended (the “Securities Act”) or, to the best of the Company’s knowledge, other agreements or arrangements with or among any security holders of the Company with respect to equity securities of the Company.

Capital Structure. The authorized share capital of the Company consists of Fifty Thousand (50,000) Company Shares50,000 shares of capital stock, all par value US$1.00. As of which are the date hereof, one share of Common Stock is issued and outstanding and held by the Shareholdersoutstanding. No Except as set forth above, no shares or other voting securities of the Company are issued, reserved for issuance or outstanding. Except as specified in the Company Disclosure Letter, the Company is the sole record and beneficial owner of all of the issued and outstanding capital stock of each Company Subsidiary. All outstanding shares of the capital stock of the Company Shares and each Company Subsidiary are duly authorized, validly issued, fully paid and non-assessable nonassessable and not subject to or issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the applicable corporate laws of its state of incorporationthe British Virgin Islands, the Company Charter Documents Constituent Instruments or any Contract (as defined in Section 3.043.05) to which the Company is a party or otherwise bound. There Except as set forth in this section 3.03 and in the Company Disclosure Letter, there are no not any bonds, debentures, notes or other indebtedness of the Company or any Company Subsidiary having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of Company Shares Stock or the common stock of any Company Subsidiary may vote (“Voting Company Debt”). As Except as set forth above, as of the date of this Agreement, there are no not any options, warrants, rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contracts, arrangements or undertakings of any kind to which the Company or any Company Subsidiary is a party or by which the Company any of them is bound (i) obligating the Company or any Company Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity interests in, or any security convertible or exercisable for or exchangeable into any shares or capital stock of or other equity interest in, the Company or any Company Subsidiary or any Voting Company Debt, (ii) obligating the Company or any Company Subsidiary to issue, grant, extend or enter into any such option, warrant, call, right, security, commitment, Contract, arrangement or undertaking or (iii) that give any person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights occurring to holders of the shares or capital stock of the CompanyCompany or of any Company Subsidiary. Except as set forth in the Company Disclosure Letter, as of the date of this Agreement, there are not any outstanding contractual obligations of the Company to repurchase, redeem or otherwise acquire any shares of capital stock of Parent.

Capital Structure. The authorized share capital stock of the Company consists of Fifty Thousand (50,000) Company Shares, all 50,000 ordinary shares of which 100 ordinary shares are issued and outstanding and held by the Shareholdersoutstanding. No Except as set forth above, no shares of capital stock or other voting securities of the Company are issued, reserved for issuance or outstanding. Except as specified in the Company Disclosure Letter, the Company is the sole record and beneficial owner of all of the issued and outstanding capital stock of each Company Subsidiary. All outstanding shares of the capital stock of the Company Shares and each Company Subsidiary are duly authorized, validly issued, fully paid and non-assessable nonassessable and not subject to or issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the applicable corporate laws of its state of incorporationthe British Virgin Islands, the Company Charter Documents Constituent Instruments or any Contract (as defined in Section 3.043.05) to which the Company is a party or otherwise bound. There Except as set forth in this section 3.03 and in the Company Disclosure Letter, there are no not any bonds, debentures, notes or other indebtedness of the Company or any Company Subsidiary having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of Company Shares or the common stock of any Company Subsidiary may vote (“Voting Company Debt”). As Except as set forth above, as of the date of this Agreement, there are no not any options, warrants, rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contracts, arrangements or undertakings of any kind to which the Company or any Company Subsidiary is a party or by which the Company any of them is bound (i) obligating the Company or any Company Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity interests in, or any security convertible or exercisable for or exchangeable into any shares or capital stock of or other equity interest in, the Company or any Company Subsidiary or any Voting Company Debt, (ii) obligating the Company or any Company Subsidiary to issue, grant, extend or enter into any such option, warrant, call, right, security, commitment, Contract, arrangement or undertaking or (iii) that give any person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights occurring to holders of the shares or capital stock of the CompanyCompany or of any Company Subsidiary. Except as set forth in the Company Disclosure Letter, as of the date of this Agreement, there are not any outstanding contractual obligations of the Company to repurchase, redeem or otherwise acquire any shares of capital stock of Parent.

Capital Structure. The authorized share capital (a) Section 5.03(a)(i) of the Company consists Disclosure Schedule sets forth (i) all of Fifty Thousand the authorized shares or other equity interests of the Company and (50,000ii) the number of shares of each class or other equity interests in the Company Sharesthat are issued and outstanding, together with the record or beneficial owners thereof and whether such shares or other equity interests are subject to vesting or forfeiture. The shares or other equity interests of the Company have been duly authorized, are validly issued and are fully paid and non-assessable. The Company Ordinary Shares reflected on Section 5.03(a)(i) of the Company Disclosure Schedule are the only outstanding securities of the Company, all of which are issued uncertificated. Except for this Agreement, there are no preemptive or other outstanding rights, options, warrants, subscriptions, puts, calls, conversion rights or agreements or commitments of any character (including any Shareholder rights plan or similar plan commonly referred to as a “poison pill”) relating to the authorized and outstanding issued, unissued or treasury shares of capital stock, or other equity or voting interests, of the Company, and held by the ShareholdersCompany is not committed to issue any of the foregoing. No The shares or other voting securities equity interests of the Company are issued, reserved for issuance or outstanding. All outstanding Company Shares are duly authorized, validly issued, fully paid and non-assessable and have not subject to or been issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right applicable Laws or any similar right under any provision the organizational documents of the applicable corporate laws of its state of incorporation, the Company. The Company Charter Documents does not have any debt securities outstanding that have voting rights or any Contract (as defined in Section 3.04) to which the Company is a party or otherwise bound. There are no bonds, debentures, notes or other indebtedness of the Company having the right to vote (exercisable or convertible into, or exchangeable or redeemable for, securities having the or that give any Person a right to vote) on any matters on which holders of Company Shares may vote (“Voting Company Debt”). As of the date of this Agreementsubscribe for or acquire, there are no options, warrants, rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contracts, arrangements or undertakings of any kind to which the Company is a party or by which the Company is bound (i) obligating the Company to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares or other equity interests inof the Company. There are no obligations, contingent or any security convertible otherwise, to repurchase, redeem (or exercisable for establish a sinking fund with respect to redemption) or exchangeable into otherwise acquire any shares or other equity interests of the Company. There are no shares or other equity or voting interests of the Company reserved for issuance. The Company has not issued any shares of capital stock or other equity interest or voting interests under the Company Incentive Plan. Except as set forth on Section 5.03(a)(ii) of the Company Disclosure Schedule, there are no voting trusts, shareholder agreements, proxies or other agreements or understandings in effect with respect to the voting or transfer of any of the equity interests of the Company. There are no outstanding or authorized stock appreciation, phantom stock, profit participation or similar rights with respect to the shares of, or other equity or voting interests in, the Company or any Voting Company Debt, (ii) obligating the Company to issue, grant, extend or enter into any such option, warrant, call, right, security, commitment, Contract, arrangement or undertaking or (iii) that give any person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights occurring to holders of the shares or capital stock of the Company.. 28

Capital Structure. The authorized share capital stock of the Company consists of Fifty Thousand (50,000) Company Shares50,000 ordinary shares of which, all of which 245.277236 ordinary shares are issued and outstanding and held by the Shareholdersoutstanding. No Except as set forth above, no shares of capital stock or other voting securities of the Company are issued, reserved for issuance or outstanding. Except as specified in the Company Disclosure Letter, the Company is the sole record and beneficial owner of all of the issued and outstanding capital stock of each Company Subsidiary. All outstanding shares of the capital stock of the Company Shares and each Company Subsidiary are duly authorized, validly issued, fully paid and non-assessable nonassessable and not subject to or issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the applicable corporate laws of its state of incorporationthe British Virgin Islands, the Company Charter Documents Constituent Instruments or any Contract (as defined in Section 3.043.05) to which the Company is a party or otherwise bound. There Except as set forth in this section 3.03 and in the Company Disclosure Letter, there are no not any bonds, debentures, notes or other indebtedness of the Company or any Company Subsidiary having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of Company Shares Stock or the common stock of any Company Subsidiary may vote (“"Voting Company Debt”"). As Except as set forth above, as of the date of this Agreement, there are no not any options, warrants, rights, convertible or exchangeable securities, “"phantom” " stock rights, stock appreciation rights, stock-based performance units, commitments, Contracts, arrangements or undertakings of any kind to which the Company or any Company Subsidiary is a party or by which the Company any of them is bound (i) obligating the Company or any Company Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity interests in, or any security convertible or exercisable for or exchangeable into any shares or capital stock of or other equity interest in, the Company or any Company Subsidiary or any Voting Company Debt, (ii) obligating the Company or any Company Subsidiary to issue, grant, extend or enter into any such option, warrant, call, right, security, commitment, Contract, arrangement or undertaking or (iii) that give any person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights occurring to holders of the shares or capital stock of the CompanyCompany or of any Company Subsidiary. Except as set forth in the Company Disclosure Letter, as of the date of this Agreement, there are not any outstanding contractual obligations of the Company to repurchase, redeem or otherwise acquire any shares of capital stock of Parent.

Capital Structure. The authorized share capital stock of the Company consists of Fifty Thousand (50,000) Company 100 shares of common stock, par value $0.01 per share, of which 10 shares, constituting the Shares, all of which are issued and outstanding and held by the Shareholders. No shares or other voting securities of the Company are issued, reserved for issuance or outstanding. All outstanding Company The Shares are duly authorized, validly issued, fully paid and non-assessable paid, nonassessable and not subject to or issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the applicable corporate laws General Corporation Law of its state the State of incorporationDelaware, the Company Charter Documents Charter, the Company Bylaws or any Contract (as defined in Section 3.04) to which the Company is a party or otherwise bound. There are no not any bonds, debentures, notes or other indebtedness of the Company having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of Company the Shares may vote (“Voting Company Debt”). As of the date of this Agreement, there There are no not any options, warrants, rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contracts, arrangements or undertakings of any kind to which the Company or the Company Subsidiary is a party or by which the Company any of them is bound (i) obligating the Company or the Company Subsidiary to issue, deliver or sell, pledge, grant a security interest on or encumber, or cause to be issued, delivered or sold, pledged, a security interest granted on or encumbered, additional shares of capital stock or other equity interests in, or any security convertible or exercisable for or exchangeable into any shares or capital stock of or other equity interest in, the Company or the Company Subsidiary or any Voting Company Debt, Debt or (ii) obligating the Company or the Company Subsidiary to issue, grant, extend or enter into any such option, warrant, call, right, security, commitment, Contract, arrangement or undertaking undertaking. There are no other agreements to which the Company or (iii) that give any person the right to receive any economic benefit Company Subsidiary is a party, or right similar to or derived from among the economic benefits and rights occurring to holders of the Shares, with respect to the voting of the Shares. There are no outstanding contractual obligations of the Company or the Company Subsidiary to repurchase, redeem or otherwise acquire any shares or of capital stock of the CompanyCompany or the Company Subsidiary.

Capital Structure. The authorized share capital stock of the Company consists of Fifty Thousand (50,000) 125,000,000 shares of Company Shares, all Common Stock and 25,000,000 shares of which Company Preferred Stock. 9,375,000 shares of Company Common Stock are issued and outstanding and held by the Shareholdersoutstanding. No shares of Company Common Stock are subject to outstanding stock options and 1,000,000 shares of Company Preferred Stock are issued and outstanding. Except as set forth above, no shares of capital stock or other voting securities of the Company are issued, reserved for issuance or outstanding. All outstanding shares of Company Shares Capital Stock are duly authorized, validly issued, fully paid and non-assessable nonassessable and not subject to or issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the applicable corporate laws of its state of incorporationFBCA, the Company Charter Documents Charter, the Company By-laws or any Contract (as defined in Section 3.043.05) to which the Company is a party or otherwise bound. There Except for the ownership interests set forth in Section 3.03 of the letter dated as of the date of this Agreement, from the Company to Parent and Sub (the "Company Disclosure Letter"), there are no not any bonds, debentures, notes or other indebtedness of the Company having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of Company Shares Common Stock may vote (“"Voting Company Debt”"). As Except as set forth above or in Section 3.03 of the Company Disclosure Letter, as of the date of this Agreement, there are no not any options, warrants, rights, convertible or exchangeable securities, “"phantom” " stock rights, stock appreciation rights, stock-based performance units, commitments, Contracts, arrangements or undertakings of any kind to which the Company is a party or by which the Company it is bound (i) obligating the Company to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity interests in, or any security convertible or exercisable for or exchangeable into any shares or capital stock of or other equity interest in, the Company or any Voting Company Debt, (ii) obligating the Company to issue, grant, extend or enter into any such option, warrant, call, right, security, commitment, Contract, arrangement or undertaking or (iii) that give any person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights occurring to holders of Company Common Stock. As of the date of this Agreement, there are not any outstanding contractual obligations of the Company to repurchase, redeem or otherwise acquire any shares or of capital stock of the Company. Section 3.03 of the Company Disclosure Letter sets forth the name of each registered holder of Company Capital Stock and the number of shares of Company Common Stock and/or Company Preferred Stock owned by such holder.

Capital Structure. The authorized share capital stock of the Company consists of Fifty Thousand (50,000) Company Shares100,000,000 shares of common stock and 10,000,000 shares of preferred stock, all of which only 17,900,000 shares of common stock and 5,000,000 shares of preferred stock are issued and outstanding and held by the Shareholdersoutstanding. No Except as set forth above, no shares of capital stock or other voting securities of the Company are issued, reserved for issuance or outstanding. All outstanding shares of the capital stock of the Company Shares are duly authorized, validly issued, fully paid and non-assessable nonassessable and not subject to or issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the applicable corporate laws of its state the State of incorporationTexas, the Company Charter Documents Constituent Instruments or any Contract (as defined in Section 3.043.05) to which the Company is a party or otherwise bound. There are no not any bonds, debentures, notes or other indebtedness of the Company having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of Company Shares may vote Stock (“Voting Company Debt”). As Except as set forth above, as of the date of this Agreement, there are no not any options, warrants, rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contracts, arrangements or undertakings of any kind to which the Company is a party or by which the Company any of them is bound (ia) obligating the Company to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity interests in, or any security convertible or exercisable for or exchangeable into any shares or capital stock of or other equity interest in, the Company or any Voting Company Debt, (iib) obligating the Company or any Company Subsidiary to issue, grant, extend or enter into any such option, warrant, call, right, security, commitment, Contract, arrangement or undertaking or (iiic) that give any person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights occurring to holders of the capital stock of the Company =. As of the date of this Agreement, there are not any outstanding contractual obligations of the Company to repurchase, redeem or otherwise acquire any shares or of capital stock of the Company.

Capital Structure. The authorized share capital stock of the Company consists of Fifty Thousand (50,000) Company Shares12,024,000 ordinary shares, all of which are issued and outstanding and held by the Shareholdersoutstanding. No Except as set forth above, no shares of stock or other voting securities of the Company are issued, reserved for issuance or outstanding. All Except as specified in the Company Disclosure Letter, the Company is the sole record and beneficial owner of all of the shares of the Company Subsidiary. Except as set forth in the Company Disclosure Letter, all outstanding shares of stock of the Company Shares and all outstanding shares of the Company Subsidiary are duly authorized, validly issued, fully paid and non-assessable nonassessable and not subject to or issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the applicable corporate laws of its state of incorporationPoland, the Company Charter Documents Constituent Instruments or any Contract (as defined in Section 3.043.05) to which the Company is a party or otherwise bound. There Except as set forth in this Section 3.03 and in the Company Disclosure Letter, there are no not any bonds, debentures, notes or other indebtedness of the Company or the Company Subsidiary having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of Company Shares or the shares of the Company Subsidiary may vote (“Voting Company Debt”). As Except as set forth above, as of the date of this Agreement, there are no not any options, warrants, rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contracts, arrangements or undertakings of any kind to which the Company or the Company Subsidiary is a party or by which the Company any of them is bound (ia) obligating the Company or the Company Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of stock or other equity interests inshares of, or any security convertible or exercisable for or exchangeable into any shares or capital stock of or other equity interest inshares of, the Company or the Company Subsidiary or any Voting Company Debt, (iib) obligating the Company or any Company Subsidiary to issue, grant, extend or enter into any such option, warrant, call, right, security, commitment, Contract, arrangement or undertaking or (iiic) that give any person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights occurring to holders of the shares or capital stock of the CompanyCompany or of the shares of the Company Subsidiary. Except as set forth in the Company Disclosure Letter, as of the date of this Agreement, there are not any outstanding contractual obligations of the Company to repurchase, redeem or otherwise acquire any shares of capital stock of the Parent.

Capital Structure. The authorized share capital stock of the Company consists of Fifty Thousand 70,000,000 shares of Common Stock and 5,000,000 shares of Preferred Stock, par value $.01 per share. As of the close of business on January 7, 2008, (50,000i) Company Shares, all of which are there were issued and outstanding 26,733,552 shares of Common Stock, (ii) no shares of Preferred Stock were outstanding, and held by (iii) options, issued pursuant to the Shareholders. No Company Stock Plans, to purchase an aggregate of 2,135,303 shares or other voting securities of Common Stock as set forth in Section 4.2 of the Company are issued, reserved for issuance or outstandingDisclosure Schedule and exercisable at the prices set forth therein. All of the outstanding Company Shares shares of Common Stock are duly authorized, authorized and are validly issuedissued and outstanding, fully paid and non-assessable and are not subject to or issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the applicable corporate laws of its state of incorporationMBCA, the Company Charter Documents Company’s articles of incorporation or bylaws or any Contract (as defined in Section 3.04) contract to which the Company is or was a party or otherwise bound. There are no Neither the Company nor any of its Subsidiaries has outstanding any bonds, debentures, notes or other indebtedness obligations the holders of the Company having which have the right to vote (or which are convertible into, or exercisable or exchangeable for, securities having the right to vote) with the shareholders of the Company or any such Subsidiary on any matters on which holders of matter. Except as otherwise set forth in this Section 4.2, the Company Shares may vote (“Voting Company Debt”). As of the date of this Agreement, there are has no options, warrants, rights, outstanding stock or securities convertible into or exchangeable for any shares of its equity securities, or any outstanding rights (either preemptive or other and including any “phantom” phantom stock rights”, stock appreciation rights, stock-based performance units, commitments, Contractscontracts, arrangements or undertakings of any kind kind) to subscribe for or to purchase or the value of which the Company is a party or by which the Company is bound (i) obligating the Company to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares or other equity interests inbased on, or any security outstanding options or warrants for the purchase of, or any agreements providing for the issuance (contingent or otherwise) of, or any outstanding calls, commitments or claims of any character relating to, any equity securities or any stock or securities convertible or exercisable for into or exchangeable into for any shares or capital stock or other equity interest in, securities of the Company or any Voting of its Subsidiaries. The Company Debtdoes not have outstanding any stock purchase rights or similar “poison pill” securities which grant the holders thereof any rights upon the acquisition of a specified percentage of the Shares. The Company is not subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of its equity securities or any convertible securities, rights or options of the type described in the preceding sentence (except for the withholding of shares of Common Stock in connection with Taxes payable in respect of the exercise of Options). Since January 7, 2008, except as permitted by this Agreement, the Company has not (i) issued any shares of capital stock except in connection with the exercise of securities referred to above or (ii) obligating the Company to issueissued or granted any options, grantwarrants, extend or enter securities convertible into any such option, warrant, call, right, security, commitment, Contract, arrangement or undertaking or (iii) that give any person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights occurring to holders exercisable for shares of the shares or its capital stock of the Companystock.

Capital Structure. The authorized share capital stock of the Company consists of Fifty Thousand Twenty Million (50,00020,000,000) Company Sharesequity shares. There are sixteen million (16,000,000) equity shares outstanding. Except as set forth above, all no shares of which are issued and outstanding and held by the Shareholders. No shares capital stock or other voting equity securities of the Company are issued, reserved for issuance or outstanding. All outstanding shares of capital stock of the Company Shares are duly authorized, validly issued, fully paid and non-assessable nonassessable and not subject to or issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the applicable corporate laws of its state of incorporation, the Company Charter Documents or any Contract (as defined in Section 3.04) to which the Company is a party or otherwise boundrights. There are no outstanding bonds, debentures, notes or other indebtedness or other securities of the Company having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of Company Shares may vote (“Voting Company Debt”). As shareholders of the date Company may vote. The Company Disclosure Schedule sets forth the outstanding Capitalization of this Agreementthe Company. Except as set forth above, there are no outstanding securities, options, warrants, calls, rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contractsagreements, arrangements or undertakings of any kind to which the Company is a party or by which the Company it is bound (i) obligating the Company to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares or other equity interests in, or any security convertible or exercisable for or exchangeable into any shares or of capital stock or other equity interest in, or voting securities of the Company or any Voting Company Debt, (ii) obligating the Company to issue, grant, extend or enter into any such security, option, warrant, call, right, security, commitment, Contractagreement, arrangement or undertaking undertaking. Other than the Company Stock Options and Company Warrants, there are no outstanding contractual obligations, commitments, understandings or (iii) that give any person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights occurring to holders arrangements of the Company to repurchase, redeem or otherwise acquire or make any payment in respect of any shares or of capital stock of the Company. There are no agreements or arrangements pursuant to which the Company is or could be required to register shares of Company Common Stock or other securities under the Securities Act of 1933, as amended (the "Securities Act") or other agreements or arrangements with or among any securityholders of the Company with respect to securities of the Company.

Capital Structure. (a) The authorized share capital stock of the Company (the “Company Capital Stock”) consists of Fifty Thousand 20,000,000 shares of Company Common Stock and 2,000,000 shares of preferred stock, no par value per share (50,000the “Company Preferred Stock”). As of the date of this Agreement, (i) 125,000 shares of Company Shares, all Common Stock and no shares of which are Company Preferred Stock were issued and outstanding and (ii) no shares of Company Common Stock were held by the ShareholdersCompany in its treasury. No Except as set forth in the immediately preceding sentence, as of the date of this Agreement, no shares of capital stock or other voting securities of the Company are issued, reserved for issuance or are outstanding. All outstanding shares of Company Shares Capital Stock are duly authorized, validly issued, fully paid and non-assessable nonassessable and not subject to or issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the applicable corporate laws of its state of incorporationCBCA, the Company Charter Documents Charter, the Company Bylaws or any Contract (as defined in Section 3.04) to which the Company is a party or otherwise bound. There are no not any bonds, debentures, notes or other instruments evidencing indebtedness of the Company having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of Company Shares Common Stock may vote (“Voting Company Debt”). As of the date of this Agreement, there are no not any options, warrants, rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contracts, arrangements or undertakings of any kind to which the Company or any Company Subsidiary is a party or by which the Company any of them is bound (i) obligating the Company or any Company Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity interests in, or any security convertible or exercisable for or exchangeable into any shares or capital stock of or other equity interest in, the Company or of any Company Subsidiary or any Voting Company Debt, Debt or (ii) obligating the Company or any Company Subsidiary to issue, grant, extend or enter into any such option, warrant, call, right, security, commitment, Contract, arrangement or undertaking or (iii) that give any person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights occurring to holders undertaking. As of the date of this Agreement, there are not any outstanding contractual obligations of the Company or any Company Subsidiary to repurchase, redeem or otherwise acquire any shares or of capital stock of the CompanyCompany or any Company Subsidiary or to provide funds to, or make any investment (in the form of a loan, capital contribution or otherwise) in, any other person. All outstanding shares of Company Common Stock and all outstanding shares of capital stock of each Company Subsidiary have been issued in compliance with (i) all applicable securities laws and other applicable laws and (ii) all requirements set forth in applicable contracts.

Capital Structure. (a) The authorized share capital stock of the Company consists of Fifty Thousand (50,000) Company Shares81,632 shares of Class A Common Stock, all 350,000 shares of which are issued Class B Common Stock, and outstanding and held by the Shareholders3,680,000 shares of Preferred Stock. No shares or other voting securities As of the Company Execution Date, 50,000 shares of Class A Common Stock and 3,680,000 shares of Preferred Stock are issuedoutstanding, reserved for issuance or outstandingand there are no shares of capital stock that are held in treasury. All the outstanding Company Shares Equity Interests and the Preferred Stock have been duly authorized and are duly authorized, validly issued, fully paid and non-assessable nonassessable and have not subject to or been issued in violation of any purchase optionpreemptive rights, call option, right rights of first refusalrefusal or similar rights of any Person. Except for the rights of Libra Foundation as the holder of Preferred Stock to (i) receive additional shares of Class A Common Stock in the case of a specified financial default and (ii) receive additional shares of Class B Common Stock in the case of specified equity events, in each case under the Company’s Articles of Incorporation, as amended, and this Agreement, there are no preemptive rightor other outstanding rights, subscription right options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements or commitments of any character (i) obligating the Company to issue or sell any equity interests or other securities of the Company or any similar right under securities or obligations convertible or exchangeable into or exercisable for any provision equity interests or other securities of the applicable corporate laws Company, or (ii) giving any Person a right to subscribe for or acquire, any equity interests or other securities of its state the Company, and, except for the shares of incorporationPreferred Stock held by Sellers, no securities or obligations evidencing such rights are authorized, issued or outstanding. All dividends on the Preferred Stock that were declared or accrued prior to the Closing shall have been paid prior to the Closing. As of the Closing, the Company Charter Documents or does not have any Contract (as defined in Section 3.04) to which the Preferred Stock outstanding. The Company is a party or otherwise bound. There are no does not have outstanding any bonds, debentures, notes or other indebtedness obligations, the holders of the Company having which have the right to vote (or convertible into, into or exchangeable for, exercisable for securities having the right to vote) with the stockholders of the Company on any matters on which holders of Company Shares may vote (“Voting Company Debt”)matter. As Except as set forth in Section 3.2(a) of the date of this AgreementCompany Disclosure Letter, there are no options, warrants, rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contracts, arrangements or undertakings of any kind to which the Company is a not party or by which the Company is bound (i) obligating the Company to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares any voting trust or other equity interests inContract with respect to voting, or any security convertible or exercisable for or exchangeable into any shares or capital stock sale, transfer or other equity interest in, the Company or disposition of any Voting Company Debt, (ii) obligating the Company to issue, grant, extend or enter into any such option, warrant, call, right, security, commitment, Contract, arrangement or undertaking or (iii) that give any person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights occurring to holders of the shares or capital stock of the Company.

Capital Structure. The authorized share capital Company has 100,000,000 shares of the Company consists of Fifty Thousand (50,000) Company Shares, all of which are common stock issued and outstanding and held by the Shareholdersoutstanding. No Except as set forth above, no shares of capital stock or other voting securities of the Company are issued, reserved for issuance or outstanding. All outstanding shares of the capital stock of the Company Shares are duly authorized, validly issued, fully paid and non-assessable 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 Wyoming Business Corporation Act or other applicable corporate laws of its state the State of incorporationWyoming, the Company Charter Documents Constituent Instruments or any Contract (as defined in Section 3.043.05) to which the Company is a party or otherwise bound. There Except as set forth in this Section 3.03, there are no not any bonds, debentures, notes or other indebtedness of the Company having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of Company Shares may vote (“Voting Company Debt”). As Except as set forth above, as of the date of this Agreement, there are no not any options, warrants, rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contracts, arrangements or undertakings of any kind to which the Company is a party or by which the Company any of them is bound (ia) obligating the Company to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity interests in, or any security convertible or exercisable for or exchangeable into any shares or capital stock of or other equity interest in, the Company or any Voting Company Debt, (iib) obligating the Company to issue, grant, extend or enter into any such option, warrant, call, right, security, commitment, Contract, arrangement or undertaking or (iiic) that give any person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights occurring to holders of the shares or capital stock of the Company.

Capital Structure. The authorized share capital stock of the Company consists of Fifty Thousand 5,000 shares of Senior Preferred Stock, 500,000 shares of Special Preferred Stock, 10,000,000 shares of Patronage Preferred Stock and 100 shares of Common Stock. As of the date hereof, (50,000a) Company Shares0 shares of Senior Preferred Stock are issued and outstanding, all (b) 0 shares of which Special Preferred Stock are issued and outstanding, (c) 7,343,018 shares of Patronage Preferred Stock are issued and outstanding and held by (d) 8 shares of Company Common Stock are issued and outstanding. Except as set forth above, as of the Shareholders. No date hereof, no shares of capital stock or other voting securities of the Company are issued, reserved for issuance or outstanding. All outstanding shares of capital stock of the Company Shares are duly authorized, validly issued, fully paid and non-assessable nonassessable and not subject to or issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the applicable corporate laws of its state of incorporation, the Company Charter Documents or any Contract (as defined in Section 3.04) to which the Company is a party or otherwise boundrights. There are no bonds, debentures, notes or other indebtedness of the Company or any Company Subsidiaries having the right to vote (or convertible into, or exchangeable for, into securities having the right to vote) on any matters on which holders stockholders of the Company Shares may vote (“"Voting Company Debt”"). As of the date of this Agreement, there There are no securities, options, warrants, rightscalls, convertible or exchangeable securities, “phantom” stock conversion rights, stock appreciation rights, stock-based performance unitsredemption rights, repurchase rights, preemptive rights, subscriptions or other rights, commitments, Contractsagreements, arrangements or undertakings of any kind to which the Company or any Company Subsidiary is a party party, or by which the Company either is bound (i) bound, obligating the Company or any Company Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares or other equity interests in, or any security convertible or exercisable for or exchangeable into any shares or of capital stock or other equity interest in, securities or assets of the Company or any Voting Company Debt, (ii) Subsidiary or obligating the Company or any Company Subsidiary to issue, grant, extend or enter into any such security, option, warrant, call, conversion right, securitystock appreciation right, redemption right, repurchase right, preemptive right, subscription or other right, commitment, Contractagreement, arrangement or undertaking or (iii) that give any person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights occurring to holders undertaking. There are no outstanding contractual obligations of the Company to repurchase, redeem or otherwise acquire any shares or of capital stock of the Company.

Capital Structure. The authorized share Company is the sole record and beneficial owner of all of the issued and outstanding capital stock of each Company Subsidiary. All outstanding shares of the capital stock of the Company consists of Fifty Thousand (50,000) and each Company Shares, all of which are issued and outstanding and held by the Shareholders. No shares or other voting securities of the Company are issued, reserved for issuance or outstanding. All outstanding Company Shares Subsidiary are duly authorized, validly issued, fully paid and non-assessable nonassessable and not subject to or issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the applicable corporate laws of its state of incorporationCanada, the Company Charter Documents Constituent Instruments or any Contract (as defined in Section 3.043.05) to which the Company is a party or otherwise bound. There Except as set forth in this Section 3.03, there are no not any bonds, debentures, notes or other indebtedness of the Company or any Company Subsidiary having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of Company Shares or the common stock of any Company Subsidiary may vote (“Voting Company Debt”). As Except as set forth above, as of the date of this Agreement, there are no not any options, warrants, rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contracts, arrangements or undertakings of any kind to which the Company or any Company Subsidiary is a party or by which the Company any of them is bound (ia) obligating the Company or any Company Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity interests in, or any security convertible or exercisable for or exchangeable into any shares or capital stock of or other equity interest in, the Company or any Company Subsidiary or any Voting Company Debt, (iib) obligating the Company or any Company Subsidiary to issue, grant, extend or enter into any such option, warrant, call, right, security, commitment, Contract, arrangement or undertaking or (iiic) that give any person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights occurring to holders of the shares or capital stock of the CompanyCompany or of any Company Subsidiary.

Capital Structure. The authorized share capital stock of the Company consists of Fifty Thousand (50,000) Company Shares, all 50,000 ordinary shares of which 1,000 shares are issued and outstanding and held by the Shareholdersoutstanding. No Except as set forth above, no shares of capital stock or other voting securities of the Company are issued, reserved for issuance or outstanding. Except as specified in the Company Disclosure Letter, the Company is the sole record and beneficial owner of all of the issued and outstanding capital stock of each Company Subsidiary. All outstanding shares of the capital stock of the Company Shares and each Company Subsidiary are duly authorized, validly issued, fully paid and non-assessable nonassessable and not subject to or issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the applicable corporate laws of its state of incorporationthe British Virgin Islands, the Company Charter Documents Constituent Instruments or any Contract (as defined in Section 3.043.05) to which the Company is a party or otherwise bound. There Except as set forth in this section 3.03 and in the Company Disclosure Letter, there are no not any bonds, debentures, notes or other indebtedness of the Company or any Company Subsidiary having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of Company Shares Stock or the common stock of any Company Subsidiary may vote (“"Voting Company Debt”"). As Except as set forth above, as of the date of this Agreement, there are no not any options, warrants, rights, convertible or exchangeable securities, “"phantom” " stock rights, stock appreciation rights, stock-based performance units, commitments, Contracts, arrangements or undertakings of any kind to which the Company or any Company Subsidiary is a party or by which the Company any of them is bound (i) obligating the Company or any Company Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity interests in, or any security convertible or exercisable for or exchangeable into any shares or capital stock of or other equity interest in, the Company or any Company Subsidiary or any Voting Company Debt, (ii) obligating the Company or any Company Subsidiary to issue, grant, extend or enter into any such option, warrant, call, right, security, commitment, Contract, arrangement or undertaking or (iii) that give any person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights occurring to holders of the shares or capital stock of the CompanyCompany or of any Company Subsidiary. Except as set forth in the Company Disclosure Letter, as of the date of this Agreement, there are not any outstanding contractual obligations of the Company to repurchase, redeem or otherwise acquire any shares of capital stock of Parent.

Capital Structure. The authorized share capital stock of the Company consists of Fifty Thousand Twenty Million (50,00020,000,000) shares of Company SharesCommon Stock. There are Eleven Million Four Hundred Sixty-six Thousand, all Six Hundred Sixty-six (11,466,666) common shares of which are issued and outstanding and held by the ShareholdersCommon Stock outstanding. No Except as set forth above, no shares of capital stock or other voting equity securities of the Company are issued, reserved for issuance or outstanding. All outstanding shares of capital stock of the Company Shares are duly authorized, validly issued, fully paid and non-assessable nonassessable and not subject to or issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the applicable corporate laws of its state of incorporation, the Company Charter Documents or any Contract (as defined in Section 3.04) to which the Company is a party or otherwise boundrights. There are no outstanding bonds, debentures, notes or other indebtedness or other securities of the Company having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of Company Shares may vote (“Voting Company Debt”). As shareholders of the date Company may vote. The Company Disclosure Schedule sets forth the outstanding Capitalization of this Agreementthe Company. Except as set forth in the company disclosure schedule, there are no outstanding securities, options, warrants, calls, rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contractsagreements, arrangements or undertakings of any kind to which the Company is a party or by which the Company it is bound (i) obligating the Company to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares or other equity interests in, or any security convertible or exercisable for or exchangeable into any shares or of capital stock or other equity interest in, or voting securities of the Company or any Voting Company Debt, (ii) obligating the Company to issue, grant, extend or enter into any such security, option, warrant, call, right, security, commitment, Contractagreement, arrangement or undertaking undertaking. Other than the Company Stock Options and Company Warrants, there are no outstanding contractual obligations, commitments, understandings or (iii) that give any person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights occurring to holders arrangements of the Company to repurchase, redeem or otherwise acquire or make any payment in respect of any shares or of capital stock of the Company. There are no agreements or arrangements pursuant to which the Company is or could be required to register shares of Company Common Stock or other securities under the Securities Act of 1933, as amended (the "Securities Act") or other agreements or arrangements with or among any security holders of the Company with respect to securities of the Company.

Capital Structure. The authorized share capital of the Company consists of Fifty Thousand (50,000) Company Sharesthe Units. Effective as of the execution and Closing, all of which the transactions referenced by this Agreement, except as set forth in the Company’s Constituent Instruments there are no Units, or rights with respect thereto issued and outstanding and held by the Shareholders. No shares or other voting securities of the Company are issued, reserved for issuance or employees. The issued and outstanding. All outstanding Company Shares are , Units have been duly authorized, authorized and validly issued, are fully paid and non-assessable nonassessable and not subject to or were issued in violation compliance with all applicable state and federal laws concerning, the issuance of securities. Except as set forth in the Company Constituent Instruments, there are no outstanding, rights, options, warrants, conversion rights, or agreements for the purchase or acquisition from the Company of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the applicable corporate laws of its state of incorporation, Units. Except as set forth in this section 3.03 and in the Company Charter Documents or Disclosure Letter, there are not any Contract (as defined in Section 3.04) to which the Company is a party or otherwise bound. There are no bonds, debentures, notes or other indebtedness of the Company or any Company Subsidiary having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of Company Shares Units may vote (“Voting Company Debt”). As Except as set forth above, as of the date of this Agreement, there are no not any options, warrants, rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contracts, arrangements or undertakings of any kind to which the Company or any Company Subsidiary is a party or by which the Company any of them is bound (i) obligating the Company or any Company Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity interests in, or any security convertible or exercisable for or exchangeable into any shares or capital stock of or other equity interest in, the Company or any Company Subsidiary or any Voting Company Debt, (ii) obligating the Company or any Company Subsidiary to issue, grant, extend or enter into any such option, warrant, call, right, security, commitment, Contract, arrangement or undertaking or (iii) that give any person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights occurring to holders of the shares or capital stock of the CompanyCompany or of any Company Subsidiary. Except as set forth in the Company Disclosure Letter, as of the date of this Agreement, there are not any outstanding contractual obligations of the Company to repurchase, redeem or otherwise acquire any shares of capital stock of Parent.

Capital Structure. The authorized share capital of the Company consists of Fifty Kenya Shillings One Million divided into One Hundred Thousand (50,000) Company Sharesordinary shares of Kenya Shillings Ten each, all of which are issued and outstanding and held by the Shareholdersfully paid up or deemed fully paid up. No shares or other voting securities of the Company are issued, reserved for issuance or outstanding. All outstanding shares of the Company Shares are duly authorized, validly issued, fully paid and non-assessable and not subject to or issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the applicable corporate laws of its state jurisdiction of incorporationorganization, the Company Charter Documents or any Contract (as defined in Section 3.04) to which the Company is a party or otherwise bound. There are no bonds, debentures, notes or other indebtedness of the Company having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of ordinary shares of the Company Shares may vote (“Voting Company Debt”). As Except as set forth herein, as of the date of this Agreement, there are no options, warrants, rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contracts, arrangements or undertakings of any kind to which the Company is a party or by which the Company is bound (i) obligating the Company to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares or other equity interests in, or any security convertible or exercisable for or exchangeable into any shares or capital stock or other equity interest in, the Company or any Voting Company Debt, (ii) obligating the Company to issue, grant, extend or enter into any such option, warrant, call, right, security, commitment, Contract, arrangement or undertaking or (iii) that give any person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights occurring to holders of the shares or capital stock of the Company.

Capital Structure. The authorized share issued and outstanding shares of capital stock of the Company consists consist of Fifty Thousand (50,000) Company Shares, all 9,118,564 shares of which are issued common stock and 150,000 shares of Series A Preferred Stock. The authorized number of shares of common stock is 24,000,000 shares and the authorized number of shares of Series A Preferred Stock is 6,000,000 shares. All outstanding and held by the Shareholders. No shares or other voting securities of capital stock of the Company are issued, reserved for issuance or outstanding. All outstanding Company Shares are duly authorized, validly issued, fully paid and non-assessable nonassessable. The Company has granted outstanding options and not subject warrants to or issued purchase up to 2,665,734 shares of common stock. Except as disclosed in violation of any purchase optionthis paragraph and in SCHEDULE 3.04, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the applicable corporate laws of its state of incorporation, the Company Charter Documents or any Contract (as defined in Section 3.04i) to which the Company is a party or otherwise bound. There are no bonds, debentures, notes or other indebtedness of the Company having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of Company Shares may vote (“Voting Company Debt”). As of the date of this Agreement, there are no outstanding options, warrantsstock subscription agreements, rights, convertible warrants or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contracts, arrangements other rights permitting or undertakings of any kind to which requiring the Company is a party or by which the Company is bound (i) obligating the Company others to issuepurchase, deliver redeem or sell, or cause to be issued, delivered or sold, additional shares or other equity interests in, or any security convertible or exercisable for or exchangeable into acquire any shares or of capital stock or other equity interest in, securities of the Company or to pay any Voting Company Debt, dividend or make any other distribution in respect thereof; (ii) obligating there are no securities issued or outstanding which are convertible into or exchangeable for any of the Company foregoing and there are no contracts, commitments or understandings, whether or not in writing, to issue, grant, extend issue or enter into grant any such option, warrant, call, right, right or convertible or exchangeable security, commitment, Contract, arrangement or undertaking or ; (iii) that give no shares of stock or other securities of the Company are reserved for issuance for any purpose; (iv) there are no voting trusts or other contracts, commitments, understandings, arrangements or restrictions of any kind with respect to the ownership, voting or transfer of shares of stock or other securities of the Company, including without limitation, any preemptive rights, rights of first refusal, proxies or similar rights; and (v) no person the holds a right to receive require the Company to register any economic benefit or right similar to or derived from the economic benefits and rights occurring to holders securities of the shares Company under the Act or to participate in any such registration. All issuances by the Company of its securities were (A) exempt from registration under the Securities Act of 1933, as amended, and any applicable state securities laws, and (B) in compliance with all state and federal laws and regulations. The designations, powers, preferences, rights, qualifications, limitations and restrictions in respect of each class and series of authorized capital stock of the Company are or will be at Closing as set forth in the Company's Certificate of Incorporation and the Certificates of Designation filed with the Delaware Secretary of State, true, accurate and complete copies of which have been delivered by the Company to PPD, and all such designations, powers, preferences, rights, qualifications, limitations and restrictions are valid, binding and enforceable and in accordance with all applicable laws.

Capital Structure. The authorized share capital stock of the Company Megaway consists of Fifty Thousand (50,000) Company Shares, all 50,000 ordinary shares of which are 1 share is issued and outstanding and held by the Shareholdersoutstanding. No Except as set forth above, no shares of capital stock or other voting securities of the Company Megaway are issued, reserved for issuance or outstanding. Megaway is the sole record and beneficial owner of all of the issued and outstanding capital stock of each of its subsidiaries. All outstanding Company Shares shares of the capital stock of Megaway and each of its subsidiaries are duly authorized, validly issued, fully paid and non-assessable nonassessable and not subject to or issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the applicable corporate laws of its state of incorporationthe British Virgin Islands, the Company Charter Documents Megaway Constituent Instruments or any Contract (as defined in Section 3.04) to which the Company Megaway is a party or otherwise bound. There are no not any bonds, debentures, notes or other indebtedness of the Company Megaway or any of its subsidiaries having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of Company Shares Megaway Stock or the capital stock of any of its subsidiaries may vote (“Voting Company Megaway Debt”). As of the date of this Agreement, there are no not any options, warrants, rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contracts, arrangements or undertakings of any kind to which the Company Megaway or any of its subsidiaries is a party or by which the Company any of them is bound (ia) obligating the Company Megaway 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 interests in, or any security convertible or exercisable for or exchangeable into any shares or capital stock of or other equity interest in, the Company Megaway or any of its subsidiaries or any Voting Company Megaway Debt, (iib) obligating the Company Megaway or any of its subsidiaries to issue, grant, extend or enter into any such option, warrant, call, right, security, commitment, Contract, arrangement or undertaking or (iiic) that give any person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights occurring to holders of the shares or capital stock of Megaway or of any of its subsidiaries. As of the Companydate of this Agreement, there are not any outstanding contractual obligations of Megaway to repurchase, redeem or otherwise acquire any shares of capital stock of Megaway.

Capital Structure. (a) The authorized share capital number of Company Units owned by each Seller (or, in the case of Holdings Seller, owned by Holdings Seller indirectly through Holdings) is set forth on Section 4.03(a) of the Disclosure Letter. There are no equity interests in the Company consists of Fifty Thousand (50,000) other than the Company Shares, all of which are issued and outstanding and held Units owned by the ShareholdersSellers and Holdings. No shares or other voting securities of All the Company are issued, reserved for issuance or outstanding. All outstanding Company Shares are Units have been duly authorized, validly issued, fully paid and non-assessable paid, are nonassessable and not subject to or issued in violation of any purchase option, call option, right of first refusalrefusal or offer, subscription right, preemptive or other outstanding rights, redemption right, subscription right convertible, exercisable or any similar right exchangeable securities or other right, including under any provision of the applicable corporate laws General Corporation Law of its state the State of incorporationDelaware, the Company Charter Company’s Governing Documents or any Contract (as defined in Section 3.04) to which the Company is a party or otherwise bound. There are no not any bonds, debentures, notes or other indebtedness of the Company having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of the Company Shares Units may vote (“Voting Company Debt”). As of the date of this Agreement, there There are no not any options, warrants, rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-profits interests, stock- based performance units, other compensatory equity or equity-linked rights, commitments, Contracts, arrangements or undertakings of any kind to which the Company or any of its subsidiaries is a party or by which the Company any of them is bound (i) obligating the Company or any of its subsidiaries to issue, deliver deliver, transfer or sell, or cause to be issued, delivered delivered, transferred or sold, additional shares Company Units or any other equity interest in the Company, or other equity interests in, or any security convertible or exercisable for or exchangeable into any shares or capital stock Company Units or other equity interest in, the Company or any of its subsidiaries or any Voting Company Debt, Debt or (ii) obligating the Company or any of its subsidiaries to issue, grant, extend or enter into any such option, warrant, call, right, security, commitment, Contract, arrangement or undertaking undertaking. Except for the Company LLC Agreement, there are no agreements to which the Company or (iii) that give any person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights occurring to holders of the shares or capital stock of the Company.its

Capital Structure. The authorized share capital stock of the Company consists of Fifty Thousand (50,000) Company Shares50,000 ordinary shares, all of US$1.00 each, of which 100 shares are issued and outstanding and held by the Shareholdersoutstanding. No Except as set forth above, no shares of capital stock or other voting securities of the Company are issued, reserved for issuance or outstanding. The Company is the sole record and beneficial owner of all of the issued and outstanding capital stock of each Company Subsidiary. All outstanding shares of the capital stock of the Company Shares and each Company Subsidiary are duly authorized, validly issued, fully paid and non-assessable nonassessable and not subject to or issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the applicable corporate laws of its state of incorporationthe British Virgin Islands, the Company Charter Documents Constituent Instruments or any Contract (as defined in Section 3.043.05) to which the Company is a party or otherwise bound. There are no not any bonds, debentures, notes or other indebtedness of the Company or any Company Subsidiary having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of Company Shares Stock or the common stock of any Company Subsidiary may vote (“Voting Company Debt”). As Except as set forth above, as of the date of this Agreement, there are no not any options, warrants, rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contracts, arrangements or undertakings of any kind to which the Company or any Company Subsidiary is a party or by which the Company any of them is bound (ia) obligating the Company or any Company Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity interests in, or any security convertible or exercisable for or exchangeable into any shares or capital stock of or other equity interest in, the Company or any Company Subsidiary or any Voting Company Debt, (iib) obligating the Company or any Company Subsidiary to issue, grant, extend or enter into any such option, warrant, call, right, security, commitment, Contract, arrangement or undertaking or (iiic) that give any person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights occurring to holders of the capital stock of the Company or of any Company Subsidiary. As of the date of this Agreement, there are not any outstanding contractual obligations of the Company to repurchase, redeem or otherwise acquire any shares or of capital stock of the Company.

Capital Structure. The authorized share capital of the Company consists of Fifty Thousand thirty million (50,00030,000,000) Company Sharesshares of common stock, all with 1,750,001 shares of common stock issued and outstanding, and ten million (10,000,000) shares of preferred stock authorized of which no shares of preferred stock are issued and outstanding and held by the Shareholdersoutstanding. No shares or other voting securities of the Company are issued, reserved for issuance or outstanding. All outstanding Company Shares are duly authorized, validly issued, fully paid and non-assessable and not subject to or issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the applicable corporate laws of its state of incorporation, the Company Charter Documents or any Contract (as defined in Section 3.04) to which the Company is a party or otherwise bound. There are no bonds, debentures, notes or other indebtedness of the Company having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of Company Shares may vote (“Voting Company Debt”). As of the date of this Agreement, there are no options, warrants, rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contracts, arrangements or undertakings of any kind to which the Company is a party or by which the Company is bound (i) obligating the Company to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares or other equity interests in, or any security convertible or exercisable for or exchangeable into any shares or capital stock or other equity interest in, the Company or any Voting Company Debt, (ii) obligating the Company to issue, grant, extend or enter into any such option, warrant, call, right, security, commitment, Contract, arrangement or undertaking or (iii) that give any person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights occurring to holders of the shares or capital stock of the Company.

Capital Structure. The authorized share capital Upon delivery, the capitalization of the Company consists will be set forth in the Company Disclosure Letter. Except as set forth therein, no shares of Fifty Thousand (50,000) Company Shares, all of which are issued and outstanding and held by the Shareholders. No shares capital stock or other voting securities of the Company are issued, reserved for issuance or outstanding. All The Company is the sole record and beneficial owner of all of the issued and outstanding capital stock of each Company Shares Subsidiary. To the Company's knowledge, all outstanding shares of the capital stock of the Company and each Company Subsidiary are duly authorized, validly issued, fully paid and non-assessable nonassessable and not subject to or issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the applicable corporate laws of its state of incorporationIsrael, the Company Charter Documents Constituent Instruments or any Contract (as defined in Section 3.043.05) to which the Company is a party or otherwise bound. There Except as set forth in the Company Disclosure Letter or as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, there are no not any bonds, debentures, notes or other indebtedness Indebtedness (as defined in Section 3.19 below) of the Company or any Company Subsidiary having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of Company Shares or the shares of any Company Subsidiary may vote (“Voting Company Debt”). As Except as set forth above, as of the date of this Agreement, there are no not any options, warrants, rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contracts, arrangements or undertakings of any kind to which the Company or any Company Subsidiary is a party or by which the Company any of them is bound (ia) obligating the Company or any Company Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity interests in, or any security convertible or exercisable for or exchangeable into any shares or capital stock of or other equity interest in, the Company or any Company Subsidiary or any Voting Company Debt, (iib) obligating the Company or any Company Subsidiary to issue, grant, extend or enter into any such option, warrant, call, right, security, commitment, Contract, arrangement or undertaking or (iiic) that give any person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights occurring to holders of the shares or capital stock of the CompanyCompany or of any Company Subsidiary.

Capital Structure. The authorized share capital of the Company consists is two hundred million (200,000,000) ordinary shares of Fifty Thousand $0.001 par value each. As of the date of this Agreement, one hundred (50,000100) Company Shares, all of which ordinary shares are issued and outstanding and held by the Shareholdersoutstanding. No Except as set forth above, no shares or other voting securities of the Company are issued, reserved for issuance or outstanding. Except as specified in the Company Disclosure Letter, the Company is the sole record and beneficial owner of all of the issued and outstanding capital stock of each Company Subsidiary. All outstanding shares of the capital stock of the Company Shares and each Company Subsidiary are duly authorized, validly issued, fully paid and non-assessable nonassessable and not subject to or issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the applicable corporate laws of its state of incorporationthe Cayman Islands, the Company Charter Documents Constituent Instruments or any Contract (as defined in Section 3.043.5) to which the Company is a party or otherwise bound. There Except as set forth in this Section 3.3 and in the Company Disclosure Letter, there are no not any bonds, debentures, notes or other indebtedness of the Company or any Company Subsidiary having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of Company Shares Stock or the common stock of any Company Subsidiary may vote (“Voting Company Debt”). As Except as set forth above, as of the date of this Agreement, there are no not any options, warrants, rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contracts, arrangements or undertakings of any kind to which the Company or any Company Subsidiary is a party or by which the Company any of them is bound (i) obligating the Company or any Company Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity interests in, or any security convertible or exercisable for or exchangeable into any shares or capital stock of or other equity interest in, the Company or any Company Subsidiary or any Voting Company Debt, (ii) obligating the Company or any Company Subsidiary to issue, grant, extend or enter into any such option, warrant, call, right, security, commitment, Contract, arrangement or undertaking or (iii) that give any person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights occurring to holders of the capital stock of the Company or of any Company Subsidiary. Except as set forth in the Company Disclosure Letter, as of the date of this Agreement, there are not any outstanding contractual obligations of the Company to repurchase, redeem or otherwise acquire any shares or of capital stock of the Company.

Capital Structure. The authorized share capital number of the Company consists shares and type of Fifty Thousand (50,000) Company Sharesall authorized, all of which are issued and outstanding capital stock of the Company, and held by all shares of capital stock reserved for issuance under the ShareholdersCompany or WFOE’s various option and incentive plans is specified on Schedule 2.01(c). No Except as set forth in Schedule 2.01(c), no shares of capital stock or other voting equity securities of the Existing Company Entities are issued, reserved for issuance or outstanding. All outstanding shares of capital stock of the Company Shares are duly authorized, validly issued, fully paid and non-assessable nonassessable and not subject to or issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the applicable corporate laws of its state of incorporation, the Company Charter Documents or any Contract (as defined in Section 3.04) to which the Company is a party or otherwise boundrights. There are no outstanding bonds, debentures, notes or other indebtedness or other securities of the Company having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders matters. Except as set forth in Schedule 2.01(c) and the Deed of Company Shares may vote (“Voting Company Debt”). As of Share Charge by and among the date of this AgreementSelling Shareholder, the Company, NewMargin Growth Fund L.P., Ceyuan Ventures II, L.P. and Ceyuan Ventures Advisors Fund II, LLC dated August 21, 2009, there are no outstanding securities, options, warrants, calls, rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contractsagreements, arrangements or undertakings of any kind to which the Existing Company is Entities are a party or by which the they are bound obligating any Existing Company is bound (i) obligating the Company Entity to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares or other equity interests in, or any security convertible or exercisable for or exchangeable into any shares or of capital stock or other equity interest in, or voting securities of the Company or any Voting Company Debt, (ii) obligating the Company to issue, grant, extend or enter into any such security, option, warrant, call, right, security, commitment, Contractagreement, arrangement or undertaking undertaking. There are no outstanding contractual obligations, commitments, understandings or (iii) that give any person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights occurring to holders arrangements of the Company to repurchase, redeem or otherwise acquire or make any payment in respect of any shares or of capital stock of the Company. There are no agreements or arrangements pursuant to which the Company is or could be required to register shares of Company Common Stock or other securities under the Securities Act of 1933, as amended and the rules and regulations promulgated thereunder (the “Securities Act”) or other agreements or arrangements with or among any security holders of the Company with respect to securities of the Company.

Capital Structure. The authorized share capital stock of the Company consists of Fifty Thousand (50,000) Company Shares50,000 ordinary shares, all $1.00 par value, of which 50,000 shares are issued and outstanding and held by the Shareholdersoutstanding. No Except as set forth above, no shares of capital stock or other voting securities of the Company are issued, reserved for issuance or outstanding. Except as specified in Section 3.03 of the Company Disclosure Schedule, the Company is the sole record and beneficial owner of all of the issued and outstanding capital stock of each Company Subsidiary. All outstanding shares of the capital stock of the Company Shares and each Company Subsidiary are duly authorized, validly issued, fully paid and non-assessable nonassessable and not subject to or issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the applicable corporate laws of its state of incorporationthe British Virgin Islands, the Company Charter Documents Constituent Instruments or any Contract (as defined in Section 3.043.05) to which the Company is a party or otherwise bound. There Except as set forth in this Section 3.03 and in Section 3.03 of the Company Disclosure Schedule, there are no not any bonds, debentures, notes or other indebtedness of the Company or any Company Subsidiary having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of Company Shares Stock or the common stock of any Company Subsidiary may vote (“Voting Company Debt”). As Except as set forth above, as of the date of this Agreement, there are no not any options, warrants, rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contracts, arrangements or undertakings of any kind to which the Company or any Company Subsidiary is a party or by which the Company any of them is bound (i) obligating the Company or any Company Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity interests in, or any security convertible or exercisable for or exchangeable into any shares or capital stock of or other equity interest in, the Company or any Company Subsidiary or any Voting Company Debt, (ii) obligating the Company or any Company Subsidiary to issue, grant, extend or enter into any such option, warrant, call, right, security, commitment, Contract, arrangement or undertaking or (iii) that give any person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights occurring to holders of the shares or capital stock of the CompanyCompany or of any Company Subsidiary. Except as set forth in Section 3.03 of the Company Disclosure Schedule, as of the date of this Agreement, there are not any outstanding contractual obligations of the Company to repurchase, redeem or otherwise acquire any shares of capital stock of the Parent.

Capital Structure. The authorized share capital of the Company consists of Fifty Thousand (50,000) Company Shares, all of which are has 750,000 ordinary shares issued and outstanding and held by the Shareholdersoutstanding. No Except as set forth above, no shares of capital stock or other voting securities of the Company are issued, reserved for issuance or outstanding. Except as specified in the Company Disclosure Letter, the Company is the sole record and beneficial owner of all of the issued and outstanding capital stock of each Company Subsidiary. All outstanding shares of the capital stock of the Company Shares and each Company Subsidiary are duly authorized, validly issued, fully paid and non-assessable nonassessable and not subject to or issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the applicable corporate laws of its state of incorporationCanada, the Company Charter Documents Constituent Instruments or any Contract (as defined in Section 3.043.05) to which the Company is a party or otherwise bound. There Except as set forth in this Section 3.03 and in the Company Disclosure Letter, there are no not any bonds, debentures, notes or other indebtedness of the Company or any Company Subsidiary having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of Company Shares or the common stock of any Company Subsidiary may vote (“Voting Company Debt”). As Except as set forth above, as of the date of this Agreement, there are no not any options, warrants, rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contracts, arrangements or undertakings of any kind to which the Company or any Company Subsidiary is a party or by which the Company any of them is bound (ia) obligating the Company or any Company Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity interests in, or any security convertible or exercisable for or exchangeable into any shares or capital stock of or other equity interest in, the Company or any Company Subsidiary or any Voting Company Debt, (iib) obligating the Company or any Company Subsidiary to issue, grant, extend or enter into any such option, warrant, call, right, security, commitment, Contract, arrangement or undertaking or (iiic) that give any person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights occurring to holders of the shares or capital stock of the CompanyCompany or of any Company Subsidiary.

Capital Structure. The authorized share capital stock of the Company consists of Fifty Thousand 10,000 ordinary shares. As of the date of this Agreement, ten thousand (50,00010,000) Company Shares, all of which ordinary shares are issued and outstanding and held by the Shareholdersoutstanding. No Except as set forth above, no shares of capital stock or other voting securities of the Company are issued, reserved for issuance or outstanding. The Company is the sole record and beneficial owner of all of the issued and outstanding capital stock of each Company Subsidiary. All outstanding shares of the capital stock of the Company Shares and each Company Subsidiary are duly authorized, validly issued, fully paid and non-assessable and not subject to or issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the applicable corporate laws of its state of incorporationthe Hong Kong, the Company Charter Documents Constituent Instruments or any Contract (as defined in Section 3.043.05) to which the Company is a party or otherwise bound. There Except as set forth in this section 3.03, there are no not any bonds, debentures, notes or other indebtedness of the Company or any Company Subsidiary having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of Company Shares Stock or the common stock of any Company Subsidiary may vote (“Voting Company Debt”). As Except as set forth above, as of the date of this Agreement, there are no not any options, warrants, rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contracts, arrangements or undertakings of any kind to which the Company or any Company Subsidiary is a party or by which the Company any of them is bound (i) obligating the Company or any Company Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity interests in, or any security convertible or exercisable for or exchangeable into any shares or capital stock of or other equity interest in, the Company or any Company Subsidiary or any Voting Company Debt, (ii) obligating the Company or any Company Subsidiary to issue, grant, extend or enter into any such option, warrant, call, right, security, commitment, Contract, arrangement or undertaking or (iii) that give any person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights occurring to holders of the shares or capital stock of the CompanyCompany or of any Company Subsidiary. As of the date of this Agreement, there are not any outstanding contractual obligations of the Company to repurchase, redeem or otherwise acquire any shares of capital stock of Parent.

Capital Structure. The authorized share capital capitalization of the Company consists of Fifty Thousand (50,000) Company SharesMSCC is as set forth under Schedule 3.3. Except as set forth on Schedule 3.3, all of which are issued and outstanding and held by the Shareholders. No shares no membership interests or other voting securities of the Company MSCC are issued, reserved for issuance or outstanding. MSCC is the sole record and beneficial owner of all of the issued and outstanding capital stock of each of its subsidiaries. All outstanding Company Shares membership interests of MSCC are duly authorized, validly issued, fully paid and non-assessable 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 any applicable corporate laws of its state of incorporationLaws, the Company Charter Documents MSCC charter documents, or any Contract (as defined in Section 3.04) to which the Company MSCC is a party or otherwise bound. There are no not any bonds, debentures, notes or other indebtedness of the Company MSCC having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of Company Shares capital stock of MSCC may vote (“Voting Company MSCC Debt”). As of the date of this Agreement, there are no not any membership interests, options, warrants, rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contracts, arrangements or undertakings of any kind to which the Company MSCC is a party or by which the Company any of them is bound (ia) obligating the Company MSCC to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock, membership interests or other equity interests in, or any security convertible or exercisable for or exchangeable into any shares or capital stock of or other equity interest in, the Company MSCC or any Voting Company MSCC Debt, (iib) obligating the Company MSCC to issue, grant, extend or enter into any such membership interest, option, warrant, call, right, security, commitment, Contract, arrangement or undertaking or (iiic) that give any person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights occurring to holders of the shares or capital stock or membership interest of MSCC. As of the Companydate of this Agreement, there are not any outstanding contractual obligations of MSCC to repurchase, redeem or otherwise acquire any membership interest of MSCC. No further approval or authorization of any unitholder, the Board of Members or others is required for the sale of the MSCC Units. Except as set forth on Schedule 3.3, there are no stockholders agreements, voting agreements or other similar agreements with respect to MSCC’s membership interests to which MSCC is a party or, to the knowledge of MSCC, between or among any of MSCC’s unitholders.

Capital Structure. The authorized share capital stock of the Company Minera consists of Fifty Thousand (50,000) Company Shares1,000 ordinary shares, all of which are issued and outstanding and held by the Shareholdersoutstanding. No Except as set forth above, no shares of capital stock or other voting securities of the Company Minera are issued, reserved for issuance or outstanding. Minera is the sole record and beneficial owner of all of the issued and outstanding capital stock of each of its subsidiaries. All outstanding Company Shares shares of the capital stock of Minera and each of its subsidiaries are duly authorized, validly issued, fully paid and non-assessable nonassessable and not subject to or issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the applicable corporate laws of its state jurisdiction of incorporationformation, the Company Charter Documents Minera Constituent Instruments or any Contract (as defined in Section 3.04) to which the Company Minera is a party or otherwise bound. There are no not any bonds, debentures, notes or other indebtedness of the Company Minera or any of its subsidiaries having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of Company Shares Minera Stock or the capital stock of any of its subsidiaries may vote (“Voting Company Minera Debt”). As of the date of this Agreement, there are no not any options, warrants, rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contracts, arrangements or undertakings of any kind to which the Company Minera or any of its subsidiaries is a party or by which the Company any of them is bound (ia) obligating the Company Minera 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 interests in, or any security convertible or exercisable for or exchangeable into any shares or capital stock of or other equity interest in, the Company Minera or any of its subsidiaries or any Voting Company Minera Debt, (iib) obligating the Company Minera or any of its subsidiaries to issue, grant, extend or enter into any such option, warrant, call, right, security, commitment, Contract, arrangement or undertaking or (iiic) that give any person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights occurring to holders of the shares or capital stock of Minera or of any of its subsidiaries. As of the Companydate of this Agreement, there are not any outstanding contractual obligations of Minera to repurchase, redeem or otherwise acquire any shares of capital stock of Minera.

Capital Structure. The authorized share capital stock of the Company consists of Fifty Thousand 20,000,000 shares of Company Common Stock and 2,000,000 shares of Preferred Stock (50,000the “Preferred Stock”). As of the date of this Agreement, (a) 8,830,140 shares of Company Shares, all of which are Common Stock were issued and outstanding and held by (b) no shares of Preferred Stock were issued and outstanding. As of the Shareholdersdate hereof, (x) not more than 535,000 shares of Company Common Stock are subject to outstanding Company Stock Options granted under the 1997 Stock Option Plan and the 2001 Stock Option Plan (such plans, collectively, the “Company Stock Plans”) and (y) not more than 1,340,800 shares of Company Common Stock are subject to Company Warrants. No shares There are no outstanding stock appreciation rights or other voting securities similar rights outstanding under the Company Stock Plans or otherwise. Except as set forth above and except as set forth in Schedule 3.3, as of the Company are date of this Agreement, no shares of capital stock of, or other equity or voting interests in, the Company, or options, warrants or other rights to acquire any such stock or securities were issued, reserved for issuance or outstanding. No shares of Company Common Stock are owned by any Subsidiary of the Company. All outstanding shares of capital stock of the Company Shares are are, and all shares that may be issued pursuant to the Company Stock Plans or Company Warrants shall be when issued in accordance with the terms thereof, duly authorized, validly issued, fully paid and non-assessable nonassessable and not subject to or and not issued in violation of any purchase optionpreemptive rights. Except as set forth in Schedule 3.3, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the applicable corporate laws of its state of incorporation, the Company Charter Documents or any Contract (as defined in Section 3.04) to which the Company is a party or otherwise bound. There there are no bonds, debentures, notes or other indebtedness of the Company or any of its Subsidiaries, and no securities or other instruments or obligations of the Company or any of its Subsidiaries the value of which is in any way based upon or derived from any capital or voting stock of the Company, having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of Company Shares may vote (“Voting Company Debt”). As shareholders of the date of this AgreementCompany may vote. Except as set forth above, and except as specifically permitted under Section 5.1(a), there are no options, warrants, rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contracts, arrangements or undertakings Contracts (as defined in Section 3.5) of any kind kind, including any shareholder rights plan, to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound (i) bound, obligating 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 of, or other equity or voting interests in, or any security securities convertible into, or exchangeable or exercisable for or exchangeable into any for, shares or of capital stock of, or other equity interest or voting interests in, the Company or any Voting Company Debt, (ii) of its Subsidiaries or obligating the Company or any of its Subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, security, commitment, right or Contract, arrangement or undertaking or (iii) that give any person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights occurring to holders . There are no outstanding contractual obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any shares or of capital stock of, or other equity or voting interests in, the Company or any of its Subsidiaries or vote or dispose of any shares of the Companycapital stock of, or other equity or voting interests in, any of its Subsidiaries. Except as set forth on Schedule 3.3, there are no securities of the Company that are subject to antidilution protection. After September 26, 2000, neither the Company nor any of its Subsidiaries has issued any equity securities or Derivative Securities (as such phrase is defined in Section 8.6 of that certain Securities Purchase Agreement between the Company and GCA Strategic Investment Fund Limited dated as of September 26, 2000 (the “GCA Agreement”)) in a Discounted Equity Offering (as defined in the GCA Agreement). To the knowledge of the Company as of the date of this Agreement, there are no proxies and no voting agreements with respect to any shares of the capital stock or other voting securities of the Company or any of its Subsidiaries. All outstanding shares of Company Common Stock, Preferred Stock, Company Options, Company Warrants and other securities of the Company and its Subsidiaries have been issued and granted in material compliance with all federal and state securities laws and all requirements set forth in any applicable Contracts.

Capital Structure. The authorized share capital stock of the Company consists of Fifty Thousand (50,000) Company Shares100 shares of common stock, all of which which, 100 shares are issued and outstanding and held by the Shareholdersoutstanding. No Except as set forth above, no shares of capital stock or other voting securities of the Company are issued, reserved for issuance or outstanding. All outstanding shares of the capital stock of the Company Shares are duly authorized, validly issued, fully paid and non-assessable nonassessable and not subject to or issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the applicable corporate laws of its state of incorporation, the Company Charter Documents corporation law or any Contract (as defined in Section 3.04) contract to which the Company is a party or otherwise bound. There are no not any bonds, debentures, notes or other indebtedness of the Company having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of shares of common stock of the Company Shares may vote (“Voting Company Debt”). As Except as set forth on Schedule 3.03, as of the date of this Agreement, there are no not any options, warrants, rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contracts, arrangements or undertakings of any kind to which the Company is a party or by which the Company its is bound (i) obligating the Company to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity interests in, or any security convertible or exercisable for or exchangeable into any shares or capital stock of or other equity interest in, the Company or any Voting Company Debt, (ii) obligating the Company to issue, grant, extend or enter into any such option, warrant, call, right, security, commitment, Contractcontract, arrangement or undertaking or (iii) that give any person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights occurring to holders of the capital stock of the Company. As of the date of this Agreement, there are not any outstanding contractual obligations of the Company to repurchase, redeem or otherwise acquire any shares or of capital stock of the Company.

Capital Structure. The authorized share capital stock of the Company consists of Fifty Thousand (50,000) Company Shares1,000 ordinary shares, all of which 1,000 shares are issued and outstanding and held by the Shareholdersoutstanding. No Except as set forth above, no shares of capital stock or other voting securities of the Company are issued, reserved for issuance or outstanding. The Company is the sole record and beneficial owner of all of the issued and outstanding capital stock of each Company Subsidiary. All outstanding shares of the capital stock of the Company Shares and each Company Subsidiary are duly authorized, validly issued, fully paid and non-assessable nonassessable and not subject to or issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the applicable corporate laws of its state of incorporationthe British Virgin Islands, the Company Charter Documents Constituent Instruments or any Contract (as defined in Section 3.043.05) to which the Company is a party or otherwise bound. There are no not any bonds, debentures, notes or other indebtedness of the Company or any Company Subsidiary having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of Company Shares Stock or the common stock of any Company Subsidiary may vote (“Voting Company Debt”). As Except as set forth above, as of the date of this Agreement, there are no not any options, warrants, rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contracts, arrangements or undertakings of any kind to which the Company or any Company Subsidiary is a party or by which the Company any of them is bound (ia) obligating the Company or any Company Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity interests in, or any security convertible or exercisable for or exchangeable into any shares or capital stock of or other equity interest in, the Company or any Company Subsidiary or any Voting Company Debt, (iib) obligating the Company or any Company Subsidiary to issue, grant, extend or enter into any such option, warrant, call, right, security, commitment, Contract, arrangement or undertaking or (iiic) that give any person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights occurring to holders of the capital stock of the Company or of any Company Subsidiary. As of the date of this Agreement, there are not any outstanding contractual obligations of the Company to repurchase, redeem or otherwise acquire any shares or of capital stock of the Company.

Capital Structure. The authorized share capital stock of the Company consists of Fifty Thousand (50,000) Company Shares100 ordinary shares, all of which 100 shares are issued and outstanding and held by the Shareholdersoutstanding. No Except as set forth above, no shares of capital stock or other voting securities of the Company are issued, reserved for issuance or outstanding. The Company is the sole record and beneficial owner of all of the issued and outstanding capital stock of each Company Subsidiary. All outstanding shares of the capital stock of the Company Shares and each Company Subsidiary are duly authorized, validly issued, fully paid and non-assessable nonassessable and not subject to or issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the applicable corporate laws of its state of incorporationthe British Virgin Islands, the Company Charter Documents Constituent Instruments or any Contract (as defined in Section 3.043.05) to which the Company is a party or otherwise bound. There are no not any bonds, debentures, notes or other indebtedness of the Company or any Company Subsidiary having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of Company Shares Stock or the common stock of any Company Subsidiary may vote (“Voting Company Debt”). As Except as set forth above, as of the date of this Agreement, there are no not any options, warrants, rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contracts, arrangements or undertakings of any kind to which the Company or any Company Subsidiary is a party or by which the Company any of them is bound (ia) obligating the Company or any Company Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity interests in, or any security convertible or exercisable for or exchangeable into any shares or capital stock of or other equity interest in, the Company or any Company Subsidiary or any Voting Company Debt, (iib) obligating the Company or any Company Subsidiary to issue, grant, extend or enter into any such option, warrant, call, right, security, commitment, Contract, arrangement or undertaking or (iiic) that give any person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights occurring to holders of the capital stock of the Company or of any Company Subsidiary. As of the date of this Agreement, there are not any outstanding contractual obligations of the Company to repurchase, redeem or otherwise acquire any shares or of capital stock of the Company.

Capital Structure. The authorized share capital stock of the Company consists of Fifty Thousand (50,000) 28,000,000 shares of Company SharesCommon Stock and 2,000,000 shares of preferred stock, no par value per share, all of which has been designated as Company Preferred Stock. As of the date hereof, (i) 1,688,441 shares of Company Common Stock are issued and outstanding, (ii) 1,428,571 shares of Company Preferred Stock are issued and outstanding, (iii) 922,500 Company Options are issued and outstanding and held by (iv) 1,246,390.857 Company Warrants are issued and outstanding. Other than as set forth above, as of the Shareholdersdate hereof, there are no outstanding shares of Company Capital Stock or options or warrants or other rights to acquire shares of Company Capital Stock from the Company. No shares or other voting securities of the Company are issued, reserved for issuance or outstanding. All outstanding Company Shares are duly authorized, validly issued, fully paid and non-assessable and not subject to or issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the applicable corporate laws of its state of incorporation, the Company Charter Documents or any Contract (as defined in Section 3.04) to which the Company is a party or otherwise bound. There are no bonds, debentures, notes or other indebtedness of the Company having the right to vote (or convertible into, into or exchangeable for, for securities having the right to vote) on any matters on which holders shareholders of the Company may vote are issued or outstanding. Except as set forth in Schedule 3.04 hereto, all of the issued and outstanding shares of Company Shares may vote (“Voting Company Debt”)Capital Stock are duly and validly issued and are fully paid and nonassessable, and not subject to preemptive rights. As Except as set forth in Schedule 3.04 hereto, all of the date shares of this AgreementCompany Common Stock which may be issued upon conversion of the Company Preferred Stock will be, when issued, fully paid, nonassessable and not subject to preemptive rights. Other than as set forth above, there are no outstanding securities, options, warrants, calls, rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contracts, arrangements agreements or undertakings of any kind to which the Company or any of its Subsidiaries is a party or by which the Company or any Subsidiary of the Company is bound (i) obligating the Company or any Subsidiary of the Company to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares or other equity interests in, or any security convertible or exercisable for or exchangeable into any shares or of capital stock or other equity interest in, or voting securities of the Company or any Voting Subsidiary of the Company Debt, (ii) or obligating the Company or any Subsidiary of the Company to issue, grant, extend or enter into any such security, option, warrant, call, right, security, commitment, Contractagreement or undertaking. Except as set forth in Schedule 3.04 hereto, arrangement or undertaking or (iii) that give any person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights occurring to holders there are no outstanding obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any shares or of capital stock of the CompanyCompany or any of its Subsidiaries. At the Effective Time, there will be no liability for dividends declared or accumulated but unpaid with respect to any of the Company Capital Stock; provided, that immediately prior to the Effective Time, all accrued and unpaid dividends on the Company Preferred Stock shall be declared and paid.

Capital Structure. The authorized share capital of the Company consists of Fifty Thousand (50,000) an unlimited number of Company Shares, all of which 2,130,000 Company Shares are issued and outstanding outstanding, and held by the Shareholders25,000,000 Class A Preference Shares, of which none are issued and outstanding. No shares or other voting securities of the Company are issued, reserved for issuance or outstanding. All outstanding Company Shares are duly authorized, validly issued, fully paid and non-assessable and not subject to or issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the applicable corporate laws of its state jurisdiction of incorporation, the Company Charter Documents or any Contract (as defined in Section 3.04) to which the Company is a party or otherwise bound. There Other than the Convertible Notes, there are no bonds, debentures, notes or other indebtedness of the Company having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of Company Shares may vote (“Voting Company Debt”). As Except as set forth herein including the Convertible Notes and the Sxxxxx Agreement, as of the date of this Agreement, there are no options, warrants, rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contracts, arrangements or undertakings of any kind to which the Company is a party or by which the Company is bound (i) obligating the Company to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares or other equity interests in, or any security convertible or exercisable for or exchangeable into any shares or capital stock or other equity interest in, the Company or any Voting Company Debt, (ii) obligating the Company to issue, grant, extend or enter into any such option, warrant, call, right, security, commitment, Contract, arrangement or undertaking or (iii) that give any person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights occurring to holders of the shares or capital stock of the Company.. For purposes of this Agreement:

Capital Structure. The authorized share capital of the Company consists of Fifty Thousand (50,000) Company Shares, all of which are has 12,000,000 shares issued and outstanding outstanding. Except as set forth above and held by the Shareholders. No referenced noteholders, no shares of capital stock or other voting securities of the Company are issued, reserved for issuance or outstanding. The Company is the sole record and beneficial owner of all of the issued and outstanding capital stock of each Company Subsidiary. All outstanding shares of the capital stock of the Company Shares and each Company Subsidiary are duly authorized, validly issued, fully paid and non-assessable nonassessable and not subject to or issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the applicable corporate laws of its state of incorporationNevada, the Company Charter Documents Constituent Instruments or any Contract (as defined in Section 3.043.05) to which the Company is a party or otherwise bound. There Except as set forth in this Section 3.03 and in the referenced noteholders, there are no not any bonds, debentures, notes or other indebtedness of the Company or any Company Subsidiary having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of Company Shares or the common stock of any Company Subsidiary may vote (“Voting Company Debt”). As Except as set forth above, as of the date of this Agreement, there are no not any options, warrants, rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contracts, arrangements or undertakings of any kind to which the Company or any Company Subsidiary is a party or by which the Company any of them is bound (ia) obligating the Company or any Company Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity interests in, or any security convertible or exercisable for or exchangeable into any shares or capital stock of or other equity interest in, the Company or any Company Subsidiary or any Voting Company Debt, (iib) obligating the Company or any Company Subsidiary to issue, grant, extend or enter into any such option, warrant, call, right, security, commitment, Contract, arrangement or undertaking or (iiic) that give any person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights occurring to holders of the shares or capital stock of the CompanyCompany or of any Company Subsidiary.

Capital Structure. The authorized share capital of the Company consists of Fifty Thousand (50,000) Company Shares, all 2,500,000,000,000 ordinary shares of which 11,495,000 ordinary shares are issued and outstanding and held by the Shareholdersoutstanding. No Except as set forth herein, no shares or other voting securities of the Company are issued, reserved for issuance or outstanding. Except as specified in the Company Disclosure Letter, the Company is the sole record and beneficial owner of all of the issued and outstanding shares or capital stock of each Company Subsidiary. All outstanding shares of the Company Shares and each Company Subsidiary are duly authorized, validly issued, fully paid and non-assessable and not subject to or issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the applicable corporate laws of its state of incorporationthe British Virgin Islands, the Company Charter Documents Constituent Instruments or any Contract (as defined in Section 3.043.05) to which the Company is a party or otherwise bound, except as set forth in the Company Disclosure Letter. There Except as set forth in the Company Disclosure Letter, there are no bonds, debentures, notes or other indebtedness of the Company or any Company Subsidiary having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of Company Shares or the shares or common stock of any Company Subsidiary may vote (“Voting Company Debt”). As Except as set forth herein, as of the date of this Agreement, there are no options, warrants, rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contracts, arrangements or undertakings of any kind to which the Company or any Company Subsidiary is a party or by which the Company any of them is bound (i) obligating the Company or any Company Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares or other equity interests in, or any security convertible or exercisable for or exchangeable into any shares or capital stock or other equity interest in, the Company or any Company Subsidiary or any Voting Company Debt, (ii) obligating the Company or any Company Subsidiary to issue, grant, extend or enter into any such option, warrant, call, right, security, commitment, Contract, arrangement or undertaking or (iii) that give any person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights occurring to holders of the shares or capital stock of the CompanyCompany or of any Company Subsidiary. Except as set forth in the Company Disclosure Letter, as of the date of this Agreement, there are no outstanding contractual obligations of the Company to repurchase, redeem or otherwise acquire any shares of capital stock of Parent. Notwithstanding the foregoing, any capital stock of the Company not exchanged under this Agreement will continue to remain outstanding and owned by any non-executing Shareholder who has not executed the counterpart signature page of this Agreement, until such Shareholder and Parent agree to the terms of such a transfer or exchange.

Capital Structure. The authorized share capital Company Shares and the Convertible Promissory Notes are the only outstanding securities of the Company consists and no shares of Fifty Thousand (50,000) Company Shares, all of which are issued and outstanding and held by the Shareholders. No shares capital stock or other voting securities of the Company are issued, reserved for issuance or outstanding. Section 2.03 of the Company Disclosure Letter sets forth a complete and accurate list of all stockholders of the Company and Advanced Microsensors Corporation indicating the number of Company Shares and shares of Advanced Microsensors Corporation, as applicable, held by each stockholder. All outstanding shares of the capital stock of the Company Shares are duly authorized, validly issued, fully paid and non-assessable nonassessable and not subject to or issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the applicable corporate laws of its state of incorporationlaw, the Company Charter Documents Constituent Instruments or any Contract (as defined in Section 3.042.05) to which the Company is a party or otherwise bound. There Except for the Convertible Promissory Notes, there are no not any bonds, debenturespromissory notes, notes or other indebtedness Indebtedness (as defined in Section 2.21) of the Company having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of Company Shares may vote (“Voting Company Debt”). As of Except as set forth above, or in the date of this AgreementCompany Disclosure Letter, there are no not any options, warrants, rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contracts, arrangements or undertakings of any kind to which the Company is a party or by which the Company it is bound (ia) obligating the Company to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity interests in, or any security convertible or exercisable for or exchangeable into any shares or capital stock of or other equity interest in, the Company or any Voting Company DebtDebt (other than the Advanced Microsensors Corporation employee stock option plan, a copy of which is annexed to the Company Disclosure Letter), (iib) obligating the Company to issue, grant, extend or enter into any such option, warrant, call, right, security, commitment, Contract, arrangement or undertaking or (iiic) that give any person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights occurring to holders of the shares or capital stock of the Company. There are no agreements to which the Company is a party or by which it is bound with respect to the voting (including without limitation voting trusts or proxies), registration under the Securities Act, or sale or transfer (including without limitation agreements relating to preemptive rights, rights of first refusal, co-sale rights or “drag along” rights) of any securities of the Company other than as set forth in the Investors’ Rights Agreement (defined in Section 4.01(b)). All of the issued and outstanding Company Shares were issued in compliance with applicable federal and state securities laws.

Capital Structure. The authorized share capital Company has three classes of the Company consists of Fifty Thousand (50,000) Company Shares, all of which are shares issued and outstanding outstanding, which includes 300 shares of Class A Common Stock, 322.143 shares of Class B Common Stock and held by the Shareholders25,000 shares of Class B Preferred Stock . No Except as set forth above, no shares of capital stock or other voting securities of the Company are issued, reserved for issuance or outstanding. The Company is the sole record and beneficial owner of all of the issued and outstanding capital stock of each Company Subsidiary. All outstanding shares of the capital stock of the Company Shares and each Company Subsidiary are duly authorized, validly issued, fully paid and non-assessable nonassessable and not subject to or issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the applicable corporate laws of its state of incorporationCanada, the Company Charter Documents Constituent Instruments or any Contract (as defined in Section 3.043.05) to which the Company is a party or otherwise bound. There Except as set forth in this Section 3.03, there are no not any bonds, debentures, notes or other indebtedness of the Company or any Company Subsidiary having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of Company Shares or the common stock of any Company Subsidiary may vote (“Voting Company Debt”). As Except as set forth above, as of the date of this Agreement, there are no not any options, warrants, rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contracts, arrangements or undertakings of any kind to which the Company or any Company Subsidiary is a party or by which the Company any of them is bound (ia) obligating the Company or any Company Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity interests in, or any security convertible or exercisable for or exchangeable into any shares or capital stock of or other equity interest in, the Company or any Company Subsidiary or any Voting Company Debt, (iib) obligating the Company or any Company Subsidiary to issue, grant, extend or enter into any such option, warrant, call, right, security, commitment, Contract, arrangement or undertaking or (iiic) that give any person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights occurring to holders of the shares or capital stock of the CompanyCompany or of any Company Subsidiary.

Capital Structure. The authorized share capital stock of the Company consists of Fifty Thousand 50,000,000 shares of Company Common Stock and 1,000,000 shares of preferred stock, par value $0.001 per share. As of the date hereof, there were: (50,000i) 25,617,833 shares of Company Common Stock issued and outstanding; (ii) no shares of Company Common Stock held in the treasury of the Company; (iii) Company SharesWarrants listed in Section 3.01(c) of the Company Disclosure Letter, all representing the right to purchase 925,000 shares of which Company Common Stock and (iv) Company Notes listed in Section 3.01(c) of the Company Disclosure Letter, representing the right to purchase New Securities (as defined in the Company Notes and representing the equivalent of approximately 1,250,000 shares of Company Common Stock plus such number of additional shares as are issued and outstanding and held by issuable at the Shareholderstime of conversion in respect of interest accrued on such Company Notes). No Except as set forth above, as of the date hereof, there were no shares of capital stock or other voting equity securities of the Company are issued, reserved for issuance or outstanding. All outstanding shares of capital stock of the Company Shares are duly authorized, validly issued, fully paid and non-assessable nonassessable and not subject to or preemptive rights. All securities issued by the Company were issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right compliance in all material respects with all applicable federal and state securities laws and all applicable rules and regulations promulgated thereunder. Except as set forth above or any similar right under any provision of the applicable corporate laws of its state of incorporation, the Company Charter Documents or any Contract (as defined in Section 3.043.01(c) to which the Company is a party or otherwise bound. There are no bonds, debentures, notes or other indebtedness of the Company having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of Company Shares may vote (“Voting Company Debt”). As of the date of this AgreementDisclosure Letter, there are no outstanding securities, options, warrants, calls, rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contractsagreements, arrangements or undertakings of any kind to which the Company is a party or by which the Company it is bound (i) obligating the Company to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares or other equity interests in, or any security convertible or exercisable for or exchangeable into any shares or of capital stock or other equity interest in, or voting securities of the Company or any Voting Company Debt, (ii) obligating the Company to issue, grant, extend extend, accelerate the vesting of or enter into any such security, option, warrant, call, right, security, commitment, Contractagreement, arrangement or undertaking undertaking. There are no outstanding contractual obligations, commitments, understandings or (iii) that give any person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights occurring to holders arrangements of the Company to repurchase, redeem or otherwise acquire or make any payment in respect of any shares or of capital stock of the Company. To the knowledge of the Company, there are no irrevocable proxies with respect to shares of capital stock of the Company. There are no agreements or arrangements pursuant to which the Company is or could be required to register shares of Company Common Stock or other agreements or arrangements with or, to the knowledge of the Company, among any securityholders of the Company with respect to securities of the Company. The Company has complied in all respects with any obligation to register shares of Company Common Stock and has not incurred any liability in connection with its failure to register such shares. Except as set forth in Section 3.01(c) of the Company Disclosure Letter, since December 31, 2007, the Company has not (A) issued or permitted to be issued any shares of capital stock, or securities exercisable for or convertible into shares of capital stock, of the Company; (B) repurchased, redeemed or otherwise acquired, directly or indirectly, any shares of capital stock of the Company or (C) declared, set aside, made or paid to the stockholders of the Company dividends or other distributions on the outstanding shares of capital stock of the Company. For the avoidance of doubt, Section 3.01(c) of the Company Disclosure Letter sets forth a list of all outstanding Company Warrants as of the date of this Agreement, their date of grant, their expiration date, the number of shares subject thereto and the current exercise price therefor. Except as set forth in Section 3.01(c) of the Company Disclosure Letter, the Company is not a party to any agreement restricting the transfer of, relating to the voting of, requiring registration of, or granting any preemptive rights, anti-dilution rights or rights of first refusal or similar rights with respect to any securities of the Company.

Capital Structure. The authorized share capital ------------------ stock of the Company consists of Fifty Thousand (50,000) Company Shares100,000,000 ordinary shares, all $.00320375 par value, of which 400,433 shares are issued and outstanding and held by the Shareholdersoutstanding. No Except as set forth above, no shares of capital stock or other voting securities of the Company are issued, reserved for issuance or outstanding. All outstanding shares of the capital stock of the Company Shares are duly authorized, validly issued, fully paid and non-assessable nonassessable and not subject to or issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the applicable corporate laws of its state the Republic of incorporationPanama, the Company Charter Documents Constituent Instruments or any Contract (as defined in Section 3.043.05) to which the Company is a ------------ party or otherwise bound. There Except as set forth in this Section ------- 3.03, there are no not any bonds, debentures, notes or other ---- indebtedness of the Company having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of Company Shares Stock may vote (“"Voting Company Debt”"). As Except as set forth above, as of the -------------------- date of this Agreement, there are no not any options, warrants, rights, convertible or exchangeable securities, “"phantom” " stock rights, stock appreciation rights, stock-based performance units, commitments, Contracts, arrangements or undertakings of any kind to which the Company is a party or by which the Company any of them is bound (i) obligating the Company to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity interests in, or any security convertible or exercisable for or exchangeable into any shares or capital stock of or other equity interest in, the Company or any Voting Company Debt, (ii) obligating the Company to issue, grant, extend or enter into any such option, warrant, call, right, security, commitment, Contract, arrangement or undertaking or (iii) that give any person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights occurring to holders of the shares or capital stock of the Company. There are not any outstanding contractual obligations of the Company to repurchase, redeem or otherwise acquire any shares of capital stock of Parent.

Capital Structure. The authorized share capital Section 5.2 of the Company consists Seller Disclosure Letter sets forth the authorized capital stock or other equity interests of Fifty Thousand (50,000) Company Shares, all each of which the Business Subsidiaries and the number of shares or the ownership percentages of each class of capital stock or other equity interests of the Business Subsidiaries that are issued and outstanding and held by the Shareholders. No owner of such shares or other voting securities equity interests, in each case without giving effect to the plan of reorganization as detailed in Schedule 7.6. All of the Company are issued, reserved for issuance outstanding shares or outstanding. All outstanding Company Shares are other equity interests of each of the Business Subsidiaries have been duly authorized, authorized and validly issued, and, solely with respect to any Business Subsidiary that is a corporation, are fully paid and non-assessable nonassessable and were not subject to or issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the applicable corporate laws of its state of incorporation, the Company Charter Documents or any Contract (as defined in Section 3.04) to which the Company is a party or otherwise boundrights. There are (a) no bondsoutstanding shares of capital stock of, debentures, notes or other indebtedness equity or voting interest in, any Business Subsidiary, other than the Equity Interests or such shares or interests owned by a Business Subsidiary, (b) no outstanding securities of the Company having the right to vote (any Business Subsidiary convertible into or convertible intoexchangeable for shares of capital stock of, or exchangeable forother equity or voting interest in, securities having the right to voteany Business Subsidiary, (c) on any matters on which holders of Company Shares may vote (“Voting Company Debt”). As of the date of this Agreement, there are no options, warrants, warrants or rights of conversion or other rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contractsagreements, arrangements or undertakings commitments to acquire from any Business Subsidiary or obligating any of any kind to which the Company is a party or by which the Company is bound (i) obligating the Company Business Subsidiaries to issue, deliver register or sell, or cause to be issuedthat restrict the transfer or voting of, delivered any of its shares, other equity interests or sold, additional securities convertible into or exchangeable for its shares or other equity interests in, or any security convertible or exercisable for or exchangeable into any shares or other equity interests in any Business Subsidiary, (d) no obligations of any Business Subsidiary to grant, extend or enter into any subscription, warrant, right, convertible or exchangeable security or other similar agreement or commitment relating to any capital stock of, or other equity or voting interest (including any voting debt) in, any Business Subsidiary (the Company items in clauses (a), (b), (c) and (d), together with the capital stock of any Business Subsidiary, being referred to collectively as “Securities”) and (e) no other obligations by any Business Subsidiary to make any payments based on the price or value of any Securities or dividends paid thereon or revenues, earnings or financial performance or any Voting Company Debtother attribute of any Business Subsidiary. There are no outstanding agreements of any kind which obligate any Business Subsidiary to repurchase, (ii) obligating the Company redeem or otherwise acquire any Securities, or obligate any Business Subsidiary to issue, grant, extend or enter into any such optionagreements, warrantand any Business Subsidiary does not have any outstanding bonds, calldebentures, rightnotes or other obligations, security, commitment, Contract, arrangement or undertaking or (iii) that give any person the holders of which have the right to receive any economic benefit or right similar to or derived from vote with the economic benefits and rights occurring to holders of the shares or capital stock or other equity interests in any Business Subsidiary on any matter. No Business Subsidiary owns any Security of the Companyany Person other than another Business Subsidiary.

Capital Structure. The authorized share capital (a) Section 3.03(a) of the Company consists of Fifty Thousand (50,000) Company Shares, Disclosure Letter sets forth all of which are issued and outstanding and held by the Shareholders. No shares or other voting securities of Membership Interests in the Company are issued, reserved for issuance or outstandingtogether with each holder thereof. All outstanding Company Shares Membership Interests are duly authorized, authorized and validly issued, fully paid and non-assessable issued and not subject to or issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the applicable corporate laws of its state of incorporationDelaware Limited Liability Company Act, the Company Charter Documents Certificate of Formation, the Company LLC Agreement or any Contract (as defined in Section 3.04) to which the Company is a party or otherwise bound. There are no not any bonds, debentures, notes or other indebtedness of the Company or any of the Company Subsidiaries having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of the Membership Interests or equity interests in a Company Shares Subsidiary, as applicable, may vote (“Voting Company Debt”). As of the date of this Agreement, there are no not any options, warrants, rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contracts, arrangements or undertakings of any kind to which the Company or any Company Subsidiary is a party or by which the Company any of them is bound (i) obligating the Company or any Company Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares membership interests or other equity interests in, or any security convertible or exercisable for or exchangeable into any shares or capital stock membership interest or other equity interest in, the Company or any Company Subsidiary or any Voting Company Debt, Debt or (ii) obligating the Company or any Company Subsidiary to issue, grant, extend or enter into any such option, warrant, call, right, security, commitment, Contract, arrangement or undertaking undertaking. There are no other agreements to which the Company or (iii) that give any person Company Subsidiary is a party, or among the right to receive any economic benefit or right similar to or derived from the economic benefits and rights occurring to holders of the shares or capital stock Membership Interests, with respect to the voting of the CompanyMembership Interests. There are no outstanding contractual obligations of the Company or any Company Subsidiary to repurchase, redeem or otherwise acquire membership interests or other equity interests of the Company or any Company Subsidiary.

Capital Structure. The authorized share capital (a) Section 3.03(a)(i) of the Company consists Disclosure Schedule sets forth (i) all of Fifty Thousand the authorized capital stock or other equity interests of the Company and (50,000ii) the number of shares of each class or series of capital stock or other equity interests in the Company Sharesthat are issued and outstanding, together with the record or beneficial owners thereof and whether such shares or other equity interests are subject to vesting or forfeiture. The capital stock or other equity interests of the Company have been duly authorized, are validly issued and are fully paid and non-assessable. The shares of Company Common Stock reflected on Section 3.03(a)(i) of the Company Disclosure Schedule are the only outstanding securities of the Company, all of which are issued uncertificated. Except for this Agreement, the Stockholder Agreement and outstanding and held by the Shareholders. No shares Company SAFEs, there are no preemptive or other outstanding rights, options, warrants, subscriptions, puts, calls, conversion rights or agreements or commitments of any character (including any stockholder rights plan or similar plan commonly referred to as a “poison pill”) relating to the authorized and issued, unissued or treasury shares of capital stock, or other equity or voting securities interests, of the Company, and the Company is not committed to issue any of the foregoing. The capital stock or other equity interests of the Company are issued, reserved for issuance or outstanding. All outstanding Company Shares are duly authorized, validly issued, fully paid and non-assessable and have not subject to or been issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right applicable Laws or any similar right under any provision the organizational documents of the applicable corporate laws of its state of incorporation, the Company. The Company Charter Documents does not have any debt securities outstanding that have voting rights or any Contract (as defined in Section 3.04) to which the Company is a party or otherwise bound. There are no bonds, debentures, notes or other indebtedness of the Company having the right to vote (exercisable or convertible into, or exchangeable or redeemable for, securities having the or that give any Person a right to vote) on any matters on which holders of Company Shares may vote (“Voting Company Debt”). As of the date of this Agreement, there are no options, warrants, rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contracts, arrangements or undertakings of any kind to which the Company is a party or by which the Company is bound (i) obligating the Company to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares or other equity interests in, or any security convertible or exercisable subscribe for or exchangeable into any shares or acquire, capital stock or other equity interest interests of the Company (except for the Company SAFEs). There are no obligations, contingent or otherwise, to repurchase, redeem (or establish a sinking fund with respect to redemption) or otherwise acquire any capital stock or other equity interests of the Company. There are no shares of capital stock or other equity or voting interests of the Company reserved for issuance. The Company has not issued any shares of capital stock or other equity or voting interests under the Company Incentive Plan. Except as set forth on Section 3.03(a)(ii) of the Company Disclosure Schedule, there are no voting trusts, shareholder agreements, proxies or other agreements or understandings in effect with respect to the voting or transfer of any of the equity interests of the Company. There are no outstanding or authorized stock appreciation, phantom stock, profit participation or similar rights with respect to the capital stock of, or other equity or voting interests in, the Company or any Voting Company Debt, (ii) obligating the Company to issue, grant, extend or enter into any such option, warrant, call, right, security, commitment, Contract, arrangement or undertaking or (iii) that give any person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights occurring to holders of the shares or capital stock of the Company.

Capital Structure. The authorized share capital stock of the Company consists of Fifty Thousand (50,000) Company Shares50,000 ordinary shares of which, all of which 50,000 ordinary shares are issued and outstanding and held by the Shareholdersoutstanding. No Except as set forth above, no shares of capital stock or other voting securities of the Company are issued, reserved for issuance or outstanding. Except as specified in the Company Disclosure Letter, the Company is the sole record and beneficial owner of all of the issued and outstanding capital stock of each Company Subsidiary. All outstanding shares of the capital stock of the Company Shares and each Company Subsidiary are duly authorized, validly issued, fully paid and non-assessable nonassessable and not subject to or issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the applicable corporate laws of its state of incorporationthe British Virgin Islands, the Company Charter Documents Constituent Instruments or any Contract (as defined in Section 3.043.05) to which the Company is a party or otherwise bound. There Except as set forth in this section 3.03 and in the Company Disclosure Letter, there are no not any bonds, debentures, notes or other indebtedness of the Company or any Company Subsidiary having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of Company Shares Stock or the common stock of any Company Subsidiary may vote (“"Voting Company Debt”"). As Except as set forth above, as of the date of this Agreement, there are no not any options, warrants, rights, convertible or exchangeable securities, “"phantom” " stock rights, stock appreciation rights, stock-based performance units, commitments, Contracts, arrangements or undertakings of any kind to which the Company or any Company Subsidiary is a party or by which the Company any of them is bound (i) obligating the Company or any Company Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity interests in, or any security convertible or exercisable for or exchangeable into any shares or capital stock of or other equity interest in, the Company or any Company Subsidiary or any Voting Company Debt, (ii) obligating the Company or any Company Subsidiary to issue, grant, extend or enter into any such option, warrant, call, right, security, commitment, Contract, arrangement or undertaking or (iii) that give any person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights occurring to holders of the shares or capital stock of the CompanyCompany or of any Company Subsidiary. Except as set forth in the Company Disclosure Letter, as of the date of this Agreement, there are not any outstanding contractual obligations of the Company to repurchase, redeem or otherwise acquire any shares of capital stock of Parent.

Capital Structure. The Company is authorized share to issue 20,000,000 shares of common stock (“Company Common Stock”) and 5,000,000 shares of preferred stock (“Company Preferred Stock”, together with the Company Common Stock, the “Company Shares”). As of the date of this Agreement, (A) 12,500,000 shares of Company Common Stock are issued and outstanding, (B) no shares of Company Preferred Stock are issued and outstanding, and (C) 3,125,000 shares of Company Common Stock are subject to outstanding and unexercised options (“Company Options”) issued pursuant to the Company’s 2002 Stock Incentive Plan. Except for issuances of shares of Company Common Stock pursuant to the Company Options or conversion of the outstanding shares of Company Preferred Stock, since the date of this Agreement the Company has not issued any shares of Company Common Stock or Company Preferred Stock. All outstanding capital shares of the Company consists of Fifty Thousand (50,000) Company Shares, all of which are issued and outstanding and held by the Shareholders. No shares or other voting securities of the Company are issued, reserved for issuance or outstanding. All outstanding Company Shares are duly authorized, validly issued, fully paid and non-assessable nonassessable and not subject to or issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the applicable corporate laws of its state of incorporation, the Company Charter Documents or any Contract (as defined in Section 3.04) to which the Company is a party or otherwise bound. There are no bonds, debentures, notes or other indebtedness of the Company having the right to vote (or convertible into, or exchangeable for, securities capital shares having the right to vote) on any matters on which holders of Company Shares may vote (“Voting Company Debt”). As of Except as set forth in the date of this AgreementCompany Disclosure Letter, there are no options, warrants, rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contracts, arrangements or undertakings of any kind to which the Company is a party or by which the Company it is bound (i) obligating the Company to issue, deliver or sell, or cause to be issued, delivered or sold, additional capital shares or other equity interests in, or any security convertible or exercisable for or exchangeable into any capital shares or capital stock or other equity interest in, the Company or any Voting Company Debt, (ii) obligating the Company to issue, grant, extend or enter into any such option, warrant, call, right, security, commitment, Contract, arrangement or undertaking or (iii) that give any person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights occurring to holders of the capital shares of the Company. As of the date of this Agreement, there are no outstanding contractual obligations of the Company to repurchase, redeem or otherwise acquire any shares of capital stock of the Company.

Capital Structure. The authorized share capital of the Company consists of Fifty Thousand (50,000) Company Shares, all of which are has 1,000 shares issued and outstanding and held by the Shareholdersoutstanding. No Except as set forth above, no shares of capital stock or other voting securities of the Company are issued, reserved for issuance or outstanding. Except as specified in the Company Disclosure Letter, the Company is the sole record and beneficial owner of all of the issued and outstanding capital stock of each Company Subsidiary. All outstanding shares of the capital stock of the Company Shares and each Company Subsidiary are duly authorized, validly issued, fully paid and non-assessable and not subject to or issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the applicable corporate laws of its state the State of incorporationDelaware, the Company Charter Documents Constituent Instruments or any Contract (as defined in Section 3.043.05) to which the Company is a party or otherwise bound. There Except as set forth in this Section 3.03 and in the Company Disclosure Letter, there are no not any bonds, debentures, notes or other indebtedness of the Company or any Company Subsidiary having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of Company Shares or the common stock of any Company Subsidiary may vote (“"Voting Company Debt”''). As Except as set forth above, as of the date of this Agreement, there are no not any options, warrants, rights, convertible or exchangeable securities, “"phantom” " stock rights, stock appreciation rights, stock-based performance units, commitments, Contracts, arrangements or undertakings of any kind to which the Company or any Company Subsidiary is a party or by which the Company any of them is bound (ia) obligating the Company or any Company Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity interests in, or any security convertible or exercisable for or exchangeable into any shares or capital stock of or other equity interest in, the Company or any Company Subsidiary or any Voting Company Debt, (iib) obligating the Company or any Company Subsidiary to issue, grant, extend or enter into any such option, warrant, call, right, security, commitment, Contract, arrangement or undertaking or (iiic) that give any person the right to receive any economic benefit or right similar to 10 or derived from the economic benefits and rights occurring to holders of the shares or capital stock of the CompanyCompany or of any Company Subsidiary.

Capital Structure. The authorized share capital of the Company consists of Fifty Thousand (50,000) Company Shares, all 100 ordinary shares of which 100 ordinary shares are issued and outstanding and held by the Shareholdersoutstanding. No Except as set forth herein, no shares or other voting securities of the Company are issued, reserved for issuance or outstanding. All outstanding shares of the Company Shares are duly authorized, validly issued, fully paid and non-assessable and not subject to or issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the applicable corporate laws of its state of incorporationthe Australia, the Company Charter Documents Constituent Instruments or any Contract (as defined in Section 3.04) to which the Company is a party or otherwise bound, except as set forth in the Company Disclosure Letter. There Except as set forth in the Company Disclosure Letter, there are no bonds, debentures, notes or other indebtedness of the Company having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of Company Shares may vote (“Voting Company Debt”). As Except as set forth herein, as of the date of this Agreement, there are no options, warrants, rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contracts, arrangements or undertakings of any kind to which the Company is a party or by which the Company is bound (i) obligating the Company to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares or other equity interests in, or any security convertible or exercisable for or exchangeable into any shares or capital stock or other equity interest in, the Company or any Voting Company Debt, (ii) obligating the Company to issue, grant, extend or enter into any such option, warrant, call, right, security, commitment, Contract, arrangement or undertaking or (iii) that give any person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights occurring to holders of the shares or capital stock of the Company. Except as set forth in the Company Disclosure Letter, as of the date of this Agreement, there are no outstanding contractual obligations of the Company to repurchase, redeem or otherwise acquire any shares of capital stock of Parent. Notwithstanding the foregoing, any capital stock of the Company not exchanged under this Agreement will continue to remain outstanding and owned by any non-executing Shareholder who has not executed the counterpart signature page of this Agreement, until such Shareholder and Parent agree to the terms of such a transfer or exchange.

Capital Structure. The authorized share capital structure of the Company consists of Fifty Thousand One Hundred (50,000100) Company Shares, Membership Units all of which are issued and outstanding and held owned by the ShareholdersSeller. No shares or other voting securities Membership Units of the Company are issued, reserved for issuance or outstanding. All outstanding Membership Units of the Company Shares are duly authorized, validly issued, fully paid and non-assessable and not subject to or issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the applicable corporate laws of its state of incorporationformation, the Company Charter Documents or any Contract (as defined in Section 3.04) to which the Company is a party or otherwise bound. There are no bonds, debentures, notes or other indebtedness of the Company having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of Company Shares Membership Interests may vote (“Voting Company Debt”). As Except as otherwise set forth herein, as of the date of this Agreement, there are no options, warrants, rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contracts, arrangements or undertakings of any kind to which the Company is a party or by which the Company is bound (i) obligating the Company to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares membership units or other equity interests in, or any security convertible or exercisable for or exchangeable into any shares or capital stock membership units or other equity interest in, the Company or any Voting Company Debt, (ii) obligating the Company to issue, grant, extend or enter into any such option, warrant, call, right, security, commitment, Contract, arrangement or undertaking or (iii) that give any person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights occurring to holders of the shares or capital stock Membership Units of the Company.

Capital Structure. (a) The authorized share capital stock of Company consists of 50,000,000 shares of Common Stock and 5,000,000 shares of preferred stock, no par value (the "Preferred Stock"). As of the date of this Agreement, (i)(A) authorized, validly issued, fully paid and nonassessable and free of preemptive (or similar) rights and (B) no shares of Preferred Stock were issued or outstanding; (ii) 210,000 shares of Common Stock are issuable upon the exercise of the Company consists Stock Options (with an average exercise price of Fifty Thousand (50,000) $0.5167 per share). Except as set forth above and except for the up to 50,000 shares of Common Stock to be issued by Company Sharespursuant to the Settlement Agreement, all as of which are issued and outstanding and held by the Shareholders. No date of this Agreement, no shares of capital stock or other voting securities of the Company are issued, reserved for issuance or outstanding. All outstanding Company Shares are duly authorized, validly issued, fully paid and non-assessable and not subject to or issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision As of the applicable corporate laws date of its state of incorporationthis Agreement, the Company Charter Documents or any Contract (as defined in Section 3.04) to which the Company is a party or otherwise bound. There there are no outstanding bonds, debentures, notes or other indebtedness or securities of the Company having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders shareholders of Company Shares may vote (“Voting Company Debt”)vote. As Except as set forth in this Section 3.3 or in Section 3.3 of the date of this AgreementCompany Disclosure Letter, there are no not and at the Effective Time there will not be, any securities, options, warrants, calls, rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contractsagreements, arrangements or undertakings of any kind to which Company or the Company Subsidiary is a party or by which the Company either of them is bound (i) relating to the issued or unissued capital stock of Company or the Subsidiary, or obligating Company or the Company Subsidiary to issue, deliver deliver, transfer, grant or sellsell any shares of capital stock of, or cause to be issued, delivered or sold, additional shares or other equity or voting interests in, or any security securities convertible into or exchangeable or exercisable for or exchangeable into any shares or capital stock or other equity interest or voting interests in, the Company or any Voting the Subsidiary or obligating Company Debt, (ii) obligating or the Company Subsidiary to issue, grant, extend or enter into any such option, warrant, call, right, security, commitment, Contractagreement, arrangement or undertaking undertaking. All shares of Common Stock subject to issuance upon exercise of Company Stock Options as aforesaid, upon issuance on the terms and conditions specified in the instruments pursuant to which they are issuable, will be duly authorized, validly issued, fully paid and nonassessable and free of preemptive (or (iiisimilar) that give any person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights occurring to holders rights. Except as set forth in Section 3.3 of the Company Disclosure Letter, there are not any outstanding obligations of Company or the Subsidiary to repurchase, redeem or otherwise acquire, or make any payment in respect of, any shares or of capital stock of Company or the CompanySubsidiary, or to provide funds to or make any investment (in the form of a loan, capital contribution or otherwise) in, any other person.

Capital Structure. The authorized share capital stock of Capital Partners consists of 100,000 shares of Capital Partners Common Stock. As of the Company consists date hereof, 1,066 shares of Fifty Thousand (50,000) Company SharesCapital Partners Common Stock are issued and outstanding, all of which are issued and outstanding and held owned solely by the ShareholdersShareholders free and clear of all Liens, and no shares of Capital Partners Common Stock are held in treasury. No Except as described above, there will be no shares of voting or non-voting capital stock, equity interests or other voting securities of the Company are Capital Partners authorized, issued, reserved for issuance or outstandingotherwise outstanding at the Closing. All of the outstanding Company Shares shares of Capital Partners Common Stock are duly authorized, validly issued, fully paid and non-assessable assessable, and not subject to to, or issued in violation of, any kind of any purchase option, call option, right of first refusal, preemptive rightpreemptive, subscription right or any kind of similar right under any provision of the applicable corporate laws of its state of incorporation, the Company Charter Documents or any Contract (as defined in Section 3.04) to which the Company is a party or otherwise boundrights. There are no bonds, debentures, notes or other indebtedness Indebtedness of the Company Capital Partners having the right to vote (or convertible into, or exchangeable for, into securities having the right to vote) on any matters on which holders stockholders of Company Shares Capital Partners may vote (“Voting Company Debt”)vote. As of the date of this Agreement, there There are no outstanding securities, options, warrants, calls, rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contractsagreements, arrangements or undertakings of any kind (contingent or otherwise) to which the Company Capital Partners or any Capital Partners Subsidiary is a party or by which the Company is bound (i) obligating the Company Capital Partners or such Capital Partners Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares or other equity interests in, or any security convertible or exercisable for or exchangeable into any shares or of capital stock or other equity interest in, the Company voting securities of Capital Partners or any Voting Company Debt, (ii) such Capital Partners Subsidiary or obligating the Company Capital Partners or such Capital Partners Subsidiary to issue, grant, extend or enter into any such agreement to issue, grant or extend any security, option, warrant, call, right, security, commitment, Contractagreement, arrangement or undertaking that will survive the Closing. There are no outstanding contractual obligations of Capital Partners or (iii) that give any person the right Capital Partners Subsidiary to receive repurchase, redeem or otherwise acquire any economic benefit or right similar to or derived from the economic benefits and rights occurring to holders shares of the shares or capital stock (or options to acquire any such shares) or other security or equity interest of Capital Partners or such Capital Partners Subsidiary which will survive the CompanyClosing.

Capital Structure. The authorized share capital stock of the Company consists of Fifty Thousand (50,000) Company Shares100,000 shares of common stock and 10,000 shares of preferred stock, all of which only 10,000 shares of common stock are issued and outstanding and held by the Shareholdersoutstanding. No Except as set forth above, no shares of capital stock or other voting securities of the Company are issued, reserved for issuance or outstanding. The Company is the sole record and beneficial owner of all of the issued and outstanding capital stock of each Company Subsidiary. All outstanding shares of the capital stock of the Company Shares and each Company Subsidiary are duly authorized, validly issued, fully paid and non-assessable nonassessable and not subject to or issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the applicable corporate laws of its state the State of incorporationNevada, the Company Charter Documents Constituent Instruments or any Contract (as defined in Section 3.043.05) to which the Company is a party or otherwise bound. There are no not any bonds, debentures, notes or other indebtedness of the Company or any Company Subsidiary having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of Company Shares Stock or the common stock of any Company Subsidiary may vote (“Voting Company Debt”). As Except as set forth above, as of the date of this Agreement, there are no not any options, warrants, rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contracts, arrangements or undertakings of any kind to which the Company or any Company Subsidiary is a party or by which the Company any of them is bound (ia) obligating the Company or any Company Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity interests in, or any security convertible or exercisable for or exchangeable into any shares or capital stock of or other equity interest in, the Company or any Company Subsidiary or any Voting Company Debt, (iib) obligating the Company or any Company Subsidiary to issue, grant, extend or enter into any such option, warrant, call, right, security, commitment, Contract, arrangement or undertaking or (iiic) that give any person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights occurring to holders of the capital stock of the Company or of any Company Subsidiary. As of the date of this Agreement, there are not any outstanding contractual obligations of the Company to repurchase, redeem or otherwise acquire any shares or of capital stock of the Company.

Capital Structure. The authorized share capital stock of the Company consists of Fifty Thousand (50,000) Company Shares50,000 ordinary shares, all $1.00 par value, of which 46,491 shares are issued and outstanding and held by the Shareholdersoutstanding. No Except as set forth above, no shares of capital stock or other voting securities of the Company are issued, reserved for issuance or outstanding. Except as specified in the Company Disclosure Letter, the Company is the sole record and beneficial owner of all of the issued and outstanding capital stock of each Company Subsidiary. All outstanding shares of the capital stock of the Company Shares and each Company Subsidiary are duly authorized, validly issued, fully paid and non-assessable nonassessable and not subject to or issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the applicable corporate laws of its state of incorporationthe British Virgin Islands, the Company Charter Documents Constituent Instruments or any Contract (as defined in Section 3.043.05) to which the Company is a party or otherwise bound. There Except as set forth in this section 3.03 and in the Company Disclosure Letter, there are no not any bonds, debentures, notes or other indebtedness of the Company or any Company Subsidiary having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of Company Shares Stock or the common stock of any Company Subsidiary may vote (“Voting Company Debt”). As Except as set forth above, as of the date of this Agreement, there are no not any options, warrants, rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contracts, arrangements or undertakings of any kind to which the Company or any Company Subsidiary is a party or by which the Company any of them is bound (i) obligating the Company or any Company Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity interests in, or any security convertible or exercisable for or exchangeable into any shares or capital stock of or other equity interest in, the Company or any Company Subsidiary or any Voting Company Debt, (ii) obligating the Company or any Company Subsidiary to issue, grant, extend or enter into any such option, warrant, call, right, security, commitment, Contract, arrangement or undertaking or (iii) that give any person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights occurring to holders of the shares or capital stock of the CompanyCompany or of any Company Subsidiary. Except as set forth in the Company Disclosure Letter, as of the date of this Agreement, there are not any outstanding contractual obligations of the Company to repurchase, redeem or otherwise acquire any shares of capital stock of Parent.

Capital Structure. The authorized share capital (a) Section 4.03(a) of the Company consists of Fifty Thousand Disclosure Schedule sets forth (50,000i) Company Shares, all of which the authorized capital stock or other equity interests of the Company and each of its Subsidiaries and (ii) the number of shares of each class or series of capital stock or other equity interests in the Company and each of its Subsidiaries that are issued and outstanding and held by outstanding, together with the Shareholdersrecord or beneficial owners thereof. No shares The capital stock or other voting securities equity interests of the Company are issued, reserved for issuance or outstanding. All outstanding Company Shares are and each of its Subsidiaries have been duly authorized, are validly issued, issued and are fully paid and non-assessable assessable. Except for this Agreement or as set forth in Section 4.03(a) of the Company Disclosure Schedule, there are no preemptive or other outstanding rights, options, warrants, subscriptions, puts, calls, conversion rights or agreements or commitments of any character (including any stockholder rights plan or similar plan commonly referred to as a “poison pill”) relating to the authorized and issued, unissued or treasury shares of capital stock, or other equity or voting interests, of the Company and any of its Subsidiaries, and neither the Company nor any of its Subsidiaries is committed to issue any of the foregoing. The capital stock or other equity interests of the Company and its Subsidiaries have not subject to or been issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right applicable Laws or any similar right under any provision of the applicable corporate laws of its state of incorporation, the Company Charter Documents or any Contract (as defined in Section 3.04) to which the Company is a party or otherwise bound. There are no bonds, debentures, notes or other indebtedness organizational documents of the Company having or any of its Subsidiaries, as applicable. Neither the right to vote (Company nor any of its Subsidiaries has any debt securities outstanding that have voting rights or are exercisable or convertible into, or exchangeable or redeemable for, securities having the or that give any Person a right to vote) on any matters on which holders of Company Shares may vote (“Voting Company Debt”). As of the date of this Agreement, there are no options, warrants, rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contracts, arrangements or undertakings of any kind to which the Company is a party or by which the Company is bound (i) obligating the Company to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares or other equity interests in, or any security convertible or exercisable subscribe for or exchangeable into any shares or acquire, capital stock or other equity interest interests of the Company or any of its Subsidiaries. There are no obligations, contingent or otherwise, to repurchase, redeem (or establish a sinking fund with respect to redemption) or otherwise acquire any capital stock or other equity interests of the Company or any of its Subsidiaries. There are no shares of capital stock or other equity or voting interests of the Company or any of its Subsidiaries reserved for issuance. Except for this Agreement or as set forth in Section 4.03(a) of the Company Disclosure Schedule, there are no voting trusts, shareholder agreements, proxies or other agreements or understandings in effect with respect to the voting or transfer of any of the equity interests of the Company or any of its Subsidiaries. There are no outstanding or authorized stock appreciation, phantom stock, profit participation or similar rights with respect to the capital stock of, or other equity or voting interests in, the Company or any Voting Company Debt, (ii) obligating the Company to issue, grant, extend or enter into any such option, warrant, call, right, security, commitment, Contract, arrangement or undertaking or (iii) that give any person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights occurring to holders of the shares or capital stock of the Companyits Subsidiaries.

Capital Structure. The authorized share capital Except as set forth in the Company Disclosure Letter, the Company Shares are the only outstanding securities of the Company consists and no shares of Fifty Thousand (50,000) Company Shares, all of which are issued and outstanding and held by the Shareholders. No shares capital stock or other voting securities of the Company are issued, reserved for issuance or outstanding. Section 2.03 of the Company Disclosure Letter sets forth a complete and accurate list of all shareholders of the Company indicating the number of Company Shares outstanding and held by each shareholder. All outstanding shares of the capital stock of the Company Shares are duly authorized, validly issued, fully paid and non-assessable nonassessable and not subject to or issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the applicable corporate laws of its state of incorporationlaw, the Company Charter Documents Constituent Instruments or any Contract (as defined in Section 3.042.05) to which the Company is a party or otherwise bound. There are no not any bonds, debenturespromissory notes, notes or other indebtedness Indebtedness (as defined below) of the Company having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of Company Shares may vote (“Voting Company Debt”). As of Except as set forth above, or in the date of this AgreementCompany Disclosure Letter, there are no not any options, warrants, rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contracts, arrangements or undertakings of any kind to which the Company is a party or by which the Company it is bound (ia) obligating the Company to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity interests in, or any security convertible or exercisable for or exchangeable into (A) any shares or capital stock of, or other equity interest in, the Company or (B) any Voting Company Debt, (iib) obligating the Company to issue, grant, extend or enter into any such option, warrant, call, right, security, commitment, Contract, arrangement or undertaking or (iiic) that give any person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights occurring to holders of the shares or capital stock of the Company. There are no agreements to which the Company is a party or by which it is bound with respect to the voting (including without limitation voting trusts or proxies), registration under the Securities Act, or sale or transfer (including without limitation agreements relating to preemptive rights, rights of first refusal, co-sale rights or “drag along” rights) of any securities of the Company other than as set forth in the Investors’ Rights Agreement (defined in Section 4.01(b)). All of the issued and outstanding Company Shares were issued in compliance with applicable federal and state securities laws. For the purposes of this Agreement, “Indebtedness” means (a) any liabilities for borrowed money or amounts owed in excess of $10,000 (other than trade accounts payable incurred in the ordinary course of business), (b) all guaranties, endorsements and other contingent obligations in respect of indebtedness of others in excess of $10,000, whether or not the same are or should be reflected in the Company’s balance sheet (or the notes thereto), except guaranties by endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business; and (c) the present value of any lease payments in excess of $10,000 due under leases required to be capitalized in accordance with GAAP. Except as set forth in the Company Disclosure Letter, the Company is not in default with respect to any Indebtedness.

Capital Structure. The authorized share capital stock of the Company consists is as set forth in the Cap Table Schedule 3.01(c). Except as set forth therein, no shares of Fifty Thousand (50,000) Company Shares, all of which are issued and outstanding and held by the Shareholders. No shares capital stock or other voting equity securities of the Company are issued, reserved for issuance or outstanding. All outstanding shares of capital stock of the Company Shares are duly authorized, validly issued, fully paid and non-assessable nonassessable and not subject to or issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the applicable corporate laws of its state of incorporation, the Company Charter Documents or any Contract (as defined in Section 3.04) to which the Company is a party or otherwise boundrights. There are no outstanding bonds, debentures, notes or other indebtedness or other securities of the Company having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders shareholders of the Company Shares may vote (“Voting Company Debt”)other than as set forth in the Cap Table. As of the date of this Agreement, there There are no outstanding securities, options, warrants, calls, rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contractsagreements, arrangements or undertakings of any kind to which the Company is a party or by which the Company it is bound (i) obligating the Company to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares or other equity interests in, or any security convertible or exercisable for or exchangeable into any shares or of capital stock or other equity interest in, or voting securities of the Company or any Voting Company Debt, (ii) obligating the Company to issue, grant, extend or enter into any such security, option, warrant, call, right, security, commitment, Contractagreement, arrangement or undertaking or (iii) that give any person other than as set forth in the right to receive any economic benefit or right similar to or derived from the economic benefits and rights occurring to holders Cap Table. The outstanding indebtedness for borrowed money of the Company is set forth on Schedule 3.02(c) of the Disclosure Schedule. Other than as set ---------------- forth in the Cap Table, there are no outstanding contractual obligations, commitments, understandings or arrangements of the Company to repurchase, redeem or otherwise acquire or make any payment in respect of any shares or of capital stock of the Company. Schedule 3.01(c) of the Disclosure Schedule sets forth ---------------- the ownership of the capital stock of the Company. There are no agreements or arrangements pursuant to which the Company is or could be required to register shares of Company Common Stock or other securities under the Securities Act of 1933, as amended (the "Securities Act") or other agreements or arrangements with or among any security holders of the Company with respect to securities of the Company, other than as set forth in the Cap Table.

Capital Structure. The Company is authorized share capital to issue 1,000 shares of the Company consists Common Stock of Fifty Thousand (50,000) Company Shareswhich 100 shares are issued and outstanding, all of which are issued and outstanding and held by the Shareholders. No shares or other voting securities Company Shareholders as set forth in Section 3.02 of the Company Disclosure Schedules. in Section 3.02 of the Company Disclosure Schedules no other shares of Common Stock or preferred stock are issued, reserved for issuance or outstanding. All outstanding shares of Company Shares Common Stock are duly authorized, validly issued, fully paid and non-assessable and not subject to or issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the applicable corporate laws of its state of incorporationformation, the Company Charter Documents or any Contract (as defined in Section 3.04hereinafter defined) to which the Company is a party or otherwise bound. There Other than as set forth in Section 3.02 of the Company Disclosure Schedules, there are no bonds, debentures, notes or other indebtedness of the Company having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of Company Shares Common Stock may vote (“Voting Company Debt”). As Except as otherwise set forth in Section 3.02 of the date of this AgreementCompany Disclosure Schedules, there are no options, warrants, rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contractscontracts, arrangements or undertakings of any kind to which the Company is a party or by which the Company is bound (i) obligating the Company to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares or other equity interests in, or any security convertible or exercisable for or exchangeable into any shares or capital stock or other equity interest in, the Company or any Voting Company Debt, (ii) obligating the Company to issue, grant, extend or enter into any such option, warrant, call, right, security, commitment, Contract, arrangement or undertaking or (iii) that give any person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights occurring to holders of the shares or capital stock Common Stock of the Company.

Capital Structure. The As of the date of this Agreement and the First Tranche Closing, the authorized share capital of the Company consists and will consist of Fifty Thousand (50,000) one million shares of common stock, $.01 par value per share, of which only the Company Shares are issued and outstanding. No preferred shares are authorized under the Company Charter Documents. There are no shares of common stock of the Company reserved for issuance upon exercise of any warrants; or shares of common stock of the Company reserved for issuance upon conversion of outstanding convertible promissory notes, and other than the Company Shares, all of which are issued and outstanding and held by the Shareholders. No no shares or other voting securities of the Company are issued, reserved for issuance or outstanding. All of the outstanding Company Shares are and all of the Company Shares that will be issued to the Parent at the First Tranche Closing will be when issued duly authorized, validly issued, fully paid and non-assessable and not subject to or issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the applicable corporate laws of its state the State of incorporationTexas, the Company Charter Documents or any Contract (as defined in Section 3.04hereinafter defined) to which the Company is a party or otherwise bound. There are no bonds, debentures, notes or other indebtedness of the Company having the right to vote (or that are convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of Company Shares may vote (“Voting Company Debt”). As Except as set forth in the Company Disclosure Schedule, as of the date of this Agreement, there are no options, warrants, rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contracts, arrangements or undertakings of any kind to which the Company is a party or by which the Company is bound (i) obligating the Company to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares or other equity interests in, or any security convertible or exercisable for or exchangeable into any shares or capital stock or other equity interest in, the Company or any Voting Company Debt, (ii) obligating the Company to issue, grant, extend or enter into any such option, warrant, call, right, security, commitment, Contractcontract, arrangement or undertaking or (iii) that give any person individual, entity, firm, organization, trust or Governmental Entity (collectively, “person”) the right to receive any economic benefit or right similar to or derived from the economic benefits and rights occurring to holders of the shares or of capital stock of the Company.

Capital Structure. The authorized share capital stock of the Company consists of Fifty Thousand (50,000) Company Shares50,000 ordinary shares, all of no par value each, of which 50,000 shares are issued and outstanding and held by the Shareholdersoutstanding. No Except as set forth above, no shares of capital stock or other voting securities of the Company are issued, reserved for issuance or outstanding. The Company is the sole record and beneficial owner of all of the issued and outstanding capital stock of each Company Subsidiary. All outstanding shares of the capital stock of the Company Shares and each Company Subsidiary are duly authorized, validly issued, fully paid and non-assessable nonassessable and not subject to or issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the applicable corporate laws of its state of incorporationthe British Virgin Islands, the Company Charter Documents Constituent Instruments or any Contract (as defined in Section 3.043.05) to which the Company is a party or otherwise bound. There are no not any bonds, debentures, notes or other indebtedness of the Company or any Company Subsidiary having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of Company Shares Stock or the common stock of any Company Subsidiary may vote (“Voting Company Debt”). As Except as set forth above, as of the date of this Agreement, there are no not any options, warrants, rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contracts, arrangements or undertakings of any kind to which the Company or any Company Subsidiary is a party or by which the Company any of them is bound (i) obligating the Company or any Company Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity interests in, or any security convertible or exercisable for or exchangeable into any shares or capital stock of or other equity interest in, the Company or any Company Subsidiary or any Voting Company Debt, (ii) obligating the Company or any Company Subsidiary to issue, grant, extend or enter into any such option, warrant, call, right, security, commitment, Contract, arrangement or undertaking or (iii) that give any person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights occurring to holders of the shares or capital stock of the CompanyCompany or of any Company Subsidiary. As of the date of this Agreement, there are not any outstanding contractual obligations of the Company to repurchase, redeem or otherwise acquire any shares of capital stock of the Parent.

Capital Structure. (a) The authorized share capital of the Company consists of Fifty Thousand (50,000) Company Sharestotal authorized, all of which are issued and outstanding Units of the Company, the name of each holder thereof and the number of Units held by the Shareholders. No shares or other voting securities each such holder are set forth on Section 5.02(a) of the Company are issued, reserved for issuance or outstandingDisclosure Schedules. The Purchased Units constitute all of the issued and outstanding Equity Interests in the Company. All outstanding Company Shares Units are duly authorized, have been validly issued, issued and are fully paid and non-assessable and nonassessable, have not subject to or been issued in violation of any purchase preemptive or similar rights and were issued in compliance with applicable securities Laws or exemptions therefrom. Except as set forth on Section 5.02(a) of the Disclosure Schedules, there is no Voting Debt or other equity or voting interests in the Company, or any outstanding options, warrants or other rights of any kind to acquire any Units, Voting Debt, or other Equity Interests or voting interest of the Company, nor any outstanding securities convertible into or exchangeable for, or which otherwise confer on the holder thereof any right to acquire, any Units, Voting Debt, or other Equity Interests or voting interests of the Company, or any rights to subscribe for or to purchase, or any agreements providing for the issuance (contingent or otherwise) of, any Units, Voting Debt, or other Equity Interests or voting interests in the Company. The Company has not committed to issue any such option, call optionwarrant, right or security. Except as set forth on Section 5.02(a) of the Disclosure Schedules, the Company is not a party to any right of first refusal, preemptive rightright of first offer, subscription right proxy, voting agreement, voting trust, registration rights agreement or equity holders’ agreement with respect to the sale or voting of any Units, Voting Debt or other Equity Interests or voting interests in the Company or any similar right under securities convertible into or exchangeable or exercisable for any provision of Units, Voting Debt or other Equity Interests or voting interests in the applicable corporate laws of its state of incorporation, the Company Charter Documents or any Contract (as defined in Section 3.04) to which the Company is a party or otherwise boundCompany. There are no not any bonds, debentures, notes notes, debt securities or other indebtedness Debt of the any Group Company having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders any holder of any Equity Interest of the Company Shares or any member of the Company Group may vote (“Voting Company Debt”). As of the date of this Agreement, there are no options, warrants, rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contracts, arrangements or undertakings of any kind to which the Company is a party or by which the Company is bound (i) obligating the Company to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares or other equity interests in, or any security convertible or exercisable for or exchangeable into any shares or capital stock or other equity interest inOther than Nantong and Armor Plastics, the Company has no subsidiaries nor owns any shares of capital stock, other ownership interest or other securities of any Voting Company Debt, (ii) obligating other Person. Each Person who has received Units that constitute “profits interests” in the Company has filed a timely Code Section 83(b) election with respect to issue, grant, extend or enter into any such option, warrant, call, right, security, commitment, Contract, arrangement or undertaking or (iii) Units. All Units that give any person constitute “profits interests” in the right Company have been granted with a threshold equity value equal to receive any economic benefit or right similar at least the fair market value of such Unit on the applicable date of grant and the threshold equity value of each such Unit is equal to or derived from an amount that is consistent with the economic benefits treatment of such Unit as a “profits interest” under Revenue Procedures 93-27 and rights occurring to holders of the shares or capital stock of the Company2001-43.

Capital Structure. The authorized share capital of the Company consists of Fifty Thousand (50,000) Company Shares, all of which are has 1 membership unit issued and outstanding and held by the Shareholdersoutstanding. No Except as set forth above, no shares of capital stock or other voting securities of the Company are issued, reserved for issuance or outstanding. Except as specified in the Company Disclosure Letter, the Company is the sole record and beneficial owner of all of the issued and outstanding capital stock of each Company Subsidiary. All outstanding shares of the capital stock of the Company Shares and each Company Subsidiary are duly authorized, validly issued, fully paid and non-assessable nonassessable and not subject to or issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the applicable corporate laws of its state of incorporationFlorida, the Company Charter Documents Constituent Instruments or any Contract (as defined in Section 3.043.05) to which the Company is a party or otherwise bound. There Except as set forth in this Section 3.03 and in the Company Disclosure Letter, there are no not any bonds, debentures, notes or other indebtedness of the Company or any Company Subsidiary having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of Company Shares or the common stock of any Company Subsidiary may vote (“Voting Company Debt”). As Except as set forth above, as of the date of this Agreement, there are no not any options, warrants, rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contracts, arrangements or undertakings of any kind to which the Company or any Company Subsidiary is a party or by which the Company any of them is bound (ia) obligating the Company or any Company Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity interests in, or any security convertible or exercisable for or exchangeable into any shares or capital stock of or other equity interest in, the Company or any Company Subsidiary or any Voting Company Debt, (iib) obligating the Company or any Company Subsidiary to issue, grant, extend or enter into any such option, warrant, call, right, security, commitment, Contract, arrangement or undertaking or (iiic) that give any person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights occurring to holders of the shares or capital stock of the CompanyCompany or of any Company Subsidiary.

Capital Structure. The authorized share capital stock of the Company consists of Fifty Thousand (50,000) 10,000 shares of Company SharesCommon Stock. There are 10,000 shares of Common Stock outstanding, all of which are issued and outstanding and held owned by the ShareholdersXXXXX XXXXX ENTERPRISES LTD. No Except as set forth above, no shares of capital stock or other voting equity securities of the Company are issued, reserved for issuance or outstanding. All outstanding shares of capital stock of the Company Shares are duly authorized, validly issued, fully paid and non-assessable nonassessable and not subject to or issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the applicable corporate laws of its state of incorporation, the Company Charter Documents or any Contract (as defined in Section 3.04) to which the Company is a party or otherwise boundrights. There are no outstanding bonds, debentures, notes or other indebtedness or other securities of the Company having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of Company Shares may vote (“Voting Company Debt”). As shareholders of the date Company may vote. The Company Disclosure Schedule sets forth the outstanding Capitalization of this Agreementthe Company. Except as set forth above, there are no outstanding securities, options, warrants, calls, rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contractsagreements, arrangements or undertakings of any kind to which the Company is a party or by which the Company it is bound (i) obligating the Company to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares or other equity interests in, or any security convertible or exercisable for or exchangeable into any shares or of capital stock or other equity interest in, or voting securities of the Company or any Voting Company Debt, (ii) obligating the Company to issue, grant, extend or enter into any such security, option, warrant, call, right, security, commitment, Contractagreement, arrangement or undertaking undertaking. There are no outstanding contractual obligations, commitments, understandings or (iii) that give any person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights occurring to holders arrangements of the Company to repurchase, redeem or otherwise acquire or make any payment in respect of any shares or of capital stock of the Company. There are no agreements or arrangements pursuant to which the Company is or could be required to register shares of Company Common Stock or other securities under the Securities Act of 1933, as amended (the “Securities Act”) or other agreements or arrangements with or among any security holders of the Company with respect to securities of the Company.

Capital Structure. The authorized share capital of the Company consists of Fifty Seven Million Five Hundred Thousand (50,0007,500,000) Company Shares, all shares of stock consisting of Seven Million Five Hundred Thousand (7,500,000) shares of common stock of which Seven Million Four Hundred and One Thousand Five Hundred (7,401,500) shares are issued and outstanding and held by the Shareholdersoutstanding. No shares or other voting securities of the Company are issued, reserved for issuance or outstanding. All outstanding shares of the Company Shares are duly authorized, validly issued, fully paid and non-assessable and not subject to or issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the applicable corporate laws of its state of incorporation, the Company Charter Documents or any Contract (as defined in Section 3.04) to which the Company is a party or otherwise bound. There Except as disclosed in the Company Disclosure Schedule, there are no bonds, debentures, notes or other indebtedness of the Company having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of Company Shares may vote (“Voting Company Debt”). As Except as set forth herein, as of the date of this Agreement, there are no options, warrants, rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contracts, arrangements or undertakings of any kind to which the Company is a party or by which the Company is bound (i) obligating the Company to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares or other equity interests in, or any security convertible or exercisable for or exchangeable into any shares or capital stock or other equity interest in, the Company or any Voting Company Debt, (ii) obligating the Company to issue, grant, extend or enter into any such option, warrant, call, right, security, commitment, Contract, arrangement or undertaking or (iii) that give any person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights occurring to holders of the shares or capital stock of the Company.

Capital Structure. The authorized share capital of the Company consists of Fifty Thousand (50,000) Company Shares, all of which are issued and outstanding and held by the Shareholderscapital stock of Organic Region consists of 1,000 ordinary shares. No Except as set forth above, no shares of capital stock or other voting securities of the Company Organic Region are issued, reserved for issuance or outstanding. Organic Region is the sole record and beneficial owner of all of the issued and outstanding capital stock of each of its subsidiaries. All outstanding Company Shares shares of the capital stock of the Organic Region Companies are duly authorized, validly issued, fully paid and non-assessable 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 any applicable corporate laws of its state of incorporationLaws, the Company Charter Documents Organic Region Companies’ charter documents, or any Contract (as defined in Section 3.04) to which the Company is Organic Region Companies are a party or otherwise bound. There are no not any bonds, debentures, notes or other indebtedness of the Company Organic Region Companies having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of Company Shares capital stock of the Organic Region Companies may vote (“Voting Company Organic Region Debt”). As of the date of this Agreement, there are no not any options, warrants, rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contracts, arrangements or undertakings of any kind to which the Company is Organic Region Companies are a party or by which the Company any of them is bound (ia) obligating the Company Organic Region Companies to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity interests in, or any security convertible or exercisable for or exchangeable into any shares or capital stock of or other equity interest in, the Company Organic Region Companies or any Voting Company Organic Region Debt, (iib) obligating the Company Organic Region Companies to issue, grant, extend or enter into any such option, warrant, call, right, security, commitment, Contract, arrangement or undertaking or (iiic) that give any person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights occurring to holders of the shares or capital stock of the CompanyOrganic Region Companies. As of the date of this Agreement, there are not any outstanding contractual obligations of Organic Region to repurchase, redeem or otherwise acquire any shares of capital stock of Organic Region.

Capital Structure. The authorized share capital stock of the Company United Digital consists of Fifty Thousand (50,000) Company Shares10,000 ordinary shares, all of which are issued and outstanding and held by the Shareholdersoutstanding. No Except as set forth above, no shares of capital stock or other voting securities of the Company United Digital are issued, reserved for issuance or outstanding. United Digital is the sole record and beneficial owner of all of the issued and outstanding capital stock of each of its subsidiaries. All outstanding Company Shares shares of the capital stock of United Digital and each of its subsidiaries are duly authorized, validly issued, fully paid and non-assessable nonassessable and not subject to or issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the applicable corporate laws of its state of incorporationHong Kong, the Company Charter Documents United Digital Constituent Instruments or any Contract (as defined in Section 3.04) to which the Company United Digital is a party or otherwise bound. There are no not any bonds, debentures, notes or other indebtedness of the Company United Digital or any of its subsidiaries having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of Company Shares United Digital Stock or the capital stock of any of its subsidiaries may vote (“Voting Company United Digital Debt”). As of the date of this Agreement, there are no not any options, warrants, rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contracts, arrangements or undertakings of any kind to which the Company United Digital or any of its subsidiaries is a party or by which the Company any of them is bound (ia) obligating the Company United Digital 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 interests in, or any security convertible or exercisable for or exchangeable into any shares or capital stock of or other equity interest in, the Company United Digital or any of its subsidiaries or any Voting Company United Digital Debt, (iib) obligating the Company United Digital or any of its subsidiaries to issue, grant, extend or enter into any such option, warrant, call, right, security, commitment, Contract, arrangement or undertaking or (iiic) that give any person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights occurring to holders of the shares or capital stock of United Digital or of any of its subsidiaries. As of the Companydate of this Agreement, there are not any outstanding contractual obligations of United Digital to repurchase, redeem or otherwise acquire any shares of capital stock of United Digital.

Capital Structure. The authorized share capital stock of the Company consists ----------------- of Fifty Thousand 100,000 shares of common stock, $10.00 par value (50,000) "Company SharesCommon Stock"), all of -------------------- which 61,663 shares of Company Common Stock are issued and outstanding and held by outstanding, including the ShareholdersAbandoned Shares. No other shares of capital stock or other equity or voting securities of the Company are issued, reserved for issuance or outstanding, except on September 14, 1981, the Company reserved for issuance in connection with the merger of its subsidiary into Roanoke & Botetourt Telephone Company 436 shares more than were required for the merger transaction. All outstanding shares of capital stock of the Company Shares are duly authorized, validly issued, fully paid and non-assessable nonassessable and not subject to or preemptive rights. All of such issued in violation and outstanding shares of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the applicable corporate laws of its state of incorporation, the Company Charter Documents or any Contract (as defined in Section 3.04) to which the Company is a party or otherwise bound. There are no bonds, debentures, notes or other indebtedness capital stock of the Company having were offered and sold in compliance with all applicable state and Federal securities laws, rules and regulations. Except with respect to the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of Company Shares may vote (“Voting Company Debt”). As of the date of this AgreementAbandoned Shares, there are no outstanding or authorized securities, options, warrants, calls, rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contractspreemptive rights, agreements, arrangements or undertakings of any kind to which the Company or any of its subsidiaries is a party party, or by which the Company any of them is bound (i) bound, obligating the Company or any of its subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares or other equity interests in, or any security convertible or exercisable for or exchangeable into any shares or of capital stock or other equity interest or voting securities of, or other ownership interests in, the Company or any Voting Company Debt, (ii) of its subsidiaries or obligating the Company or any of its subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, security, commitment, Contractagreement, arrangement or undertaking or (iii) that give any person undertaking. Except for the right to receive any economic benefit or right similar to or derived from the economic benefits and rights occurring to holders Voting Agreements, there are not as of the date hereof and there will not be at the Effective Time of the Merger any registration rights agreements, shareholder agreements, voting trusts or other agreements or understandings to which the Company is a party or by which it is bound relating to the voting of any shares or of the capital stock of the Company. There are no restrictions on the Company with respect to voting the stock of any of its subsidiaries.