Common use of Capital Structure Clause in Contracts

Capital Structure. The authorized capital stock of the Company consists of 1,000 shares of common stock, all of which 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. The Company is the sole record and beneficial owner of all of the issued and outstanding capital stock of each Company Subsidiary. All outstanding shares of the capital stock of the Company and each Company Subsidiary are duly authorized, validly issued, fully paid and nonassessable and not subject to or issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the applicable corporate laws of the State of Delaware, the Company Constituent Instruments or any Contract (as defined in Section 3.05) to which the Company is a party or otherwise bound. There are not any bonds, debentures, notes or other indebtedness of 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 Stock or the common stock of any Company Subsidiary may vote (“Voting Company Debt”). Except as set forth above, as of the date of this Agreement, there are not any options, warrants, rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contracts, arrangements or undertakings of any kind to which the Company or any Company Subsidiary is a party or by which any of them is bound (a) obligating the Company or any Company Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity interests in, or any security convertible or exercisable for or exchangeable into any capital stock of or other equity interest in, the Company or any Company Subsidiary or any Voting Company Debt, (b) obligating the Company or any Company Subsidiary to issue, grant, extend or enter into any such option, warrant, call, right, security, commitment, Contract, arrangement or undertaking or (c) that give any person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights occurring to holders of the capital stock of the Company or of any Company Subsidiary. 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 Company.

Capital Structure. The authorized capital stock of the Company consists of 1,000 (a) 200,000,000 shares of common stockCompany Common Stock, all of which 19,900,000 are issued and outstanding. Except outstanding as set forth aboveof the date of this Agreement, no and (b) 2,000,000 shares of capital stock or other voting securities Company Preferred Stock, (i) of the which 50,000 shares are designated Company are issuedClass A Preferred Stock, reserved for issuance or outstanding. The Company one of which is the sole record and beneficial owner of all of the issued and outstanding capital stock of each Company Subsidiary. All outstanding shares as of the capital stock date of the Company this Agreement, and each Company Subsidiary are duly authorized, validly issued, fully paid and nonassessable and not subject to or issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the applicable corporate laws of the State of Delaware, the Company Constituent Instruments or any Contract (as defined in Section 3.05) to which the Company is a party or otherwise bound. There are not any bonds, debentures, notes or other indebtedness of 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 Stock or the common stock of any Company Subsidiary may vote (“Voting Company Debt”). Except as set forth abovewhich, as of the date of this Agreement, there is convertible into 80,100,000 shares of Company Common Stock, and (ii) of which 50,000 are designated Class B Preferred Stock, $0.001 par value per share, none of which are outstanding as of the date hereof. All outstanding shares of Company Common Stock and Company Class A Preferred Stock have been duly authorized and validly issued and are fully paid and non-assessable and free of any liens or encumbrances other than any liens or encumbrances created by or imposed upon the holders thereof (including those arising under the Company Stockholders Agreement, the Company Rights Agreement and the Company's certificate of incorporation), and are not subject to preemptive rights or rights of first refusal created by statute, the certificate of incorporation or bylaws of the Company or any options, warrants, rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contracts, arrangements or undertakings of any kind agreement to which the Company or any Company Subsidiary is a party or by which it is bound, other than the Company Stockholders Agreement and the Company Rights Agreement. As of the date of this Agreement, there are 10,000,000 shares of Company Common Stock reserved for issuance under the Company Option Plan, of which 5,251,000 are subject to outstanding Company Options, none of which are or will be exercisable prior to the Effective Time. Except for the rights created pursuant to this Agreement, and the Company Options (and any stock option agreements issued in connection therewith) and other rights disclosed above in this Section 3.5 (including any rights under the Company Stockholders Agreement, the Company Option Plan or the Company Rights Agreement) and the Company Class A Preferred Stock, there are no options, warrants, calls, rights, commitments or agreements of them any character to which the Company is a party or by which it is bound (a) obligating the Company or any Company Subsidiary to issue, deliver or deliver, sell, repurchase or redeem or cause to be issued, delivered or delivered, sold, additional repurchased or redeemed, any shares of capital stock Company Capital Stock or other equity interests in, or any security convertible or exercisable for or exchangeable into any capital stock of or other equity interest in, the Company or any Company Subsidiary or any Voting Company Debt, (b) obligating the Company or any Company Subsidiary to issue, grant, extend extend, accelerate the vesting of, change the price of, or otherwise amend or enter into any such option, warrant, call, right, security, commitment, Contract, arrangement commitment or undertaking or (c) that give any person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights occurring to holders agreement. All shares of Company Common Stock issuable upon conversion of the Company Class A Preferred Stock or upon exercise of the Company Options described in this Section 3.5 will be, when issued pursuant to the respective terms of such Company Class A Preferred Stock or Company Options, as applicable, duly authorized, validly issued, fully paid and nonassessable. Other than the Company Stockholders Agreement, the Company Rights Agreement and the Company Option Plan (and any stock option agreements issued thereunder), there are no other contracts, commitments or agreements relating to voting, purchase or sale of the Company's capital stock (i) between or among the Company and any of its stockholders and (ii) to the knowledge of the Company or of ACN, between or among 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 Company's stockholders. All shares of outstanding Company Common Stock and Company Class A Preferred Stock and the Company Options were issued in compliance with all applicable federal and state securities laws.

Capital Structure. The authorized capital stock of the Company consists of 1,000 30,000,000 Shares and 1,000,000 shares of common preferred stock, all par value $.01 per share (the Preferred Shares"). As of which are the date hereof, (i) 24,335,112 Shares and no Preferred Shares were issued and outstandingoutstanding and (ii) 1,929,698 shares were reserved for issuance upon exercise of outstanding Options. Except as set forth above, as of the date of this Agreement: (i) no shares of capital stock or other voting securities of the Company are issued, reserved for issuance or outstanding. The ; (ii) there were no stock appreciation rights, restricted stock grant or contingent stock grants and there are no other outstanding contractual rights to which the Company is a party the sole record and beneficial owner value of which is based on the value of Shares; (iii) all of the issued and outstanding capital stock of each Company Subsidiary. All outstanding shares of the capital stock of the Company are, and each Company Subsidiary are all shares which may be issued will be, when issued, duly authorized, validly issued, fully paid and nonassessable and not subject to or issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the applicable corporate laws of the State of Delaware, the Company Constituent Instruments or any Contract rights; and (as defined in Section 3.05iv) to which the Company is a party or otherwise bound. There there are not any 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 stockholders of the Company Stock or the common stock of any Company Subsidiary may vote (“Voting Company Debt”)vote. Except as set forth above, as of the date of this Agreement, there are not any no outstanding securities, options, warrants, calls, rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contractsagreements, arrangements or undertakings of any kind to which the Company or any Company Subsidiary of its Subsidiaries is a party or by which any of them is bound (a) obligating the Company or any Company Subsidiary of its Subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity interests in, or any security convertible or exercisable for or exchangeable into any capital stock voting securities of or other equity interest in, the Company or of any Company Subsidiary of its Subsidiaries or any Voting Company Debt, (b) obligating the Company or any Company Subsidiary of its Subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, security, commitment, Contractagreement, arrangement or undertaking or (c) that give any person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights occurring to holders of the capital stock of the Company or of any Company Subsidiaryundertaking. As of the date of this Agreement, there There are not any outstanding contractual obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any shares of capital stock of the CompanyCompany or any of its Subsidiaries.

Capital Structure. (i) The authorized capital stock of the Company consists of 1,000 shares (A) 240,000,000 Class A Shares, (B) 60,000,000 Common Voting Shares and (C) 25,000,000 preferred shares, par value $0.01 per share (the “Preferred Shares”). As of common stockthe close of business on July 27, all of which are 2017, 95,956,398 Class A Shares and 33,850,481 Common Voting Shares were issued and outstandingoutstanding and no Preferred Shares were issued and outstanding on such date. All of the outstanding Shares have been duly authorized and validly issued and are fully paid and nonassessable, and have been issued in compliance with all applicable securities Laws. Section 5.1(b)(i)(A) of the Company Disclosure Letter identifies each Company Plan pursuant to which Shares may be issued (the “Company Stock Plans”), which, for avoidance of doubt, are the only Company Plans pursuant to which Shares may be issued, together with the aggregate number of Class A Shares reserved for issuance under each such Company Stock Plan and the aggregate number of such Class A Shares that are subject to outstanding awards granted under each such Company Stock Plan. Except as set forth aboveprovided in the preceding sentence and except for Shares that after the date hereof become reserved for issuance or subject to issuance as permitted under this Agreement, the Company has no Shares reserved for, or subject to, issuance. The Company has no Preferred Shares or other shares of capital stock reserved for or subject to issuance (it being understood that “other voting securities shares of capital stock” shall not include Shares). Section 5.1(b)(i)(B) of the Company are issuedDisclosure Letter contains a correct and complete list as of July 27, 2017 of (x) the aggregate number and kind of Shares reserved for issuance or outstandingpursuant to outstanding unexercised Company Options under the Company Stock Plans, including the applicable grant dates, exercise prices and expiration dates for such Company Stock Options, the number of Shares subject to outstanding Company Restricted Stock Units under the Company Stock Plans, including the applicable grant and vesting schedule for such Company Restricted Stock Units, and the aggregate number and kind of Shares subject to issuance pursuant to outstanding Company Performance Stock Units (assuming the achievement of performance criteria at both target and maximum levels) under the Company Stock Plans, including the applicable grant dates and performance criteria for such Company Performance Stock Units. The Company is the sole record and beneficial owner has delivered or made available to Parent or Parent’s Representatives copies of all Company Stock Plans, the forms of all stock option agreements evidencing Company Options, the issued forms of all agreements evidencing the Company Restricted Stock Units, Company Performance Stock Units and outstanding capital stock of each Company SubsidiaryPhantom Units. All outstanding shares of the capital stock No Subsidiary of the Company and each Company Subsidiary are duly authorized, validly issued, fully paid and nonassessable and not subject to or issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the applicable corporate laws of the State of Delaware, the Company Constituent Instruments or any Contract (as defined in Section 3.05) to which the Company is a party or otherwise bound. There are not any bonds, debentures, notes or other indebtedness of 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 Stock or the common stock of any Company Subsidiary may vote (“Voting Company Debt”). Except as set forth above, as of the date of this Agreement, there are not any options, warrants, rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contracts, arrangements or undertakings of any kind to which the Company or any Company Subsidiary is a party or by which any of them is bound (a) obligating the Company or any Company Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity interests in, or any security convertible or exercisable for or exchangeable into any capital stock of or other equity interest in, the Company or any Company Subsidiary or any Voting Company Debt, (b) obligating the Company or any Company Subsidiary to issue, grant, extend or enter into any such option, warrant, call, right, security, commitment, Contract, arrangement or undertaking or (c) that give any person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights occurring to holders of the capital stock of the Company or of any Company Subsidiary. As of the date of this Agreement, there are not any outstanding contractual obligations of the Company to repurchase, redeem or otherwise acquire any holds shares of capital stock of the Company. The Class A Shares constitute the only outstanding class of securities of the Company or its Subsidiaries registered under the Securities Act.

Capital Structure. The authorized share capital stock of the Company consists of 1,000 One Hundred Million (100,000,000) shares of common stock, all stock with Forty Four Million One Hundred Thousand (44,100,000) shares outstanding and One Hundred Million (100,000,000) shares of which are issued and outstanding. Except as set forth above, preferred stock authorized with no shares of capital preferred stock outstanding. No shares 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 and each Company Subsidiary are duly authorized, validly issued, fully paid and nonassessable non-assessable and not subject to or issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the applicable corporate laws of the State its state of Delawareincorporation, the Company Constituent Instruments Charter Documents or any Contract (as defined in Section 3.053.04) to which the Company is a party or otherwise bound. There are not any 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 Stock or the common stock of any Company Subsidiary Shares may vote (“Voting Company Debt”). Except as otherwise set forth aboveherein or as set forth in the Company Disclosure Schedule, as of the date of this Agreement, there are not any no options, warrants, rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contracts, arrangements or undertakings of any kind to which the Company or any Company Subsidiary is a party or by which any of them the Company is bound (ai) obligating the Company or any Company Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity interests in, or any security convertible or exercisable for or exchangeable into any shares or capital stock of or other equity interest in, the Company or any Company Subsidiary or any Voting Company Debt, (bii) obligating the Company or any Company Subsidiary to issue, grant, extend or enter into any such option, warrant, call, right, security, commitment, Contract, arrangement or undertaking or (ciii) that give any person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights occurring to holders of the capital stock of the Company shares 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 Company.

Capital Structure. The (a) As of the date hereof, (i) there are 1,000 authorized shares of capital stock of the Company, consisting of 1,000 shares of Common Stock, and (ii) the issued and outstanding capital stock of the Company consists of 1,000 100 shares of common stock, all of which are issued and outstandingCommon Stock. Except as set forth aboveprovided in the preceding clause (ii), no shares of capital stock or other voting securities equity interests of the Company are issued, reserved for issuance or outstanding. The As of the Closing, (A) there shall be 200,000 authorized shares of capital stock of the Company, consisting of 180,000 shares of New Class A Common Stock and 20,000 shares of New Class B Common Stock, and (B) the issued and outstanding capital stock of the Company shall consist of 90,100 shares of New Class A Common Stock and 9,900 shares of New Class B Common Stock. Except as provided in the preceding clause (B), as of the Closing, there shall be no shares of capital stock or other equity interests of the Company that are issued, reserved for issuance or outstanding. All outstanding shares of capital stock of the Company were duly authorized and validly issued and are fully paid and non-assessable, and are not subject to, and were not issued in violation of, the Securities Act or other Applicable Law, any Contract or any preemptive, subscription or similar rights. Seller is the sole record and beneficial owner of all of the shares of Common Stock issued and outstanding capital stock outstanding, free and clear of each Company Subsidiaryall pledges, liens, charges, encumbrances and security interests of any kind (collectively, “Liens”) other than restrictions on transfer or otherwise under applicable securities laws. All outstanding There are no restrictions upon the voting or transfer of the shares of Common Stock pursuant to the capital stock Organizational Documents of the Company and each or any agreement to which Seller or the Company Subsidiary is a party. There are duly authorizedno securities, validly issuedoptions, fully paid and nonassessable and not subject to or issued in violation of any purchase optionwarrants, call optionrights (including conversion, right exchange, preemptive, rights of first refusal, preemptive rightredemption rights, “tag along” rights or “drag along” rights and subscription right rights) or other commitments or agreements (other than this Agreement or any similar right under other Transaction Agreement) of any provision of the applicable corporate laws of the State of Delaware, the Company Constituent Instruments or any Contract (as defined in Section 3.05) kind to which Seller or the Company is a party or otherwise bound. There are not any bonds, debentures, notes or other indebtedness of 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 Stock or the common stock of any Company Subsidiary may vote (“Voting Company Debt”). Except as set forth above, as of the date of this Agreement, there are not any options, warrants, rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contracts, arrangements or undertakings of any kind to which the Company or any Company Subsidiary is a party or by which any obligating either of them is bound (a) obligating the Company or any Company Subsidiary to issue, deliver or sell, purchase, redeem, transfer or cause to be issued, delivered or sold, additional deliver shares of capital stock or other equity interests in, or any security convertible or exercisable for or exchangeable into any capital stock of or other equity interest in, the Company or any Company Subsidiary or any Voting Company Debt, (b) obligating the Company or any Company Subsidiary to issue, grant, extend or enter into any such option, warrant, call, right, security, commitment, Contract, arrangement or undertaking or (c) that give any person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights occurring to holders of the capital stock of the Company or of any Company Subsidiary. 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 Company.

Capital Structure. The authorized capital stock of the Company consists of 1,000 shares of common stock, all of which 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. (a) The Company is Shares constitute the sole record and beneficial owner of all whole of the issued and outstanding allotted share capital stock of each Company Subsidiary. All outstanding shares of the capital stock of the Company and, as of the Agreement Date, consist solely of 1,025,234,000 Company Shares. There are no other allotted or issued Company Shares and no commitments or Contracts to issue any Company Shares. None of the Company or its Subsidiaries holds any treasury shares. The Sellers own all of the Equity Interests of the Company other than the Company Equity Awards. Schedule 2.2(a) of the Seller Disclosure Letter sets forth, as of the Agreement Date, a true, correct and complete list of the Sellers that are the registered owners of any Company Shares and the number and type of such shares so owned by each Seller and any beneficial holders thereof, if applicable. All allotted and issued Company Subsidiary Shares are duly authorized, validly issued, fully paid and nonassessable and not subject to or issued in violation are free of any purchase optionEncumbrances (other than Permitted Encumbrances), call option, right of first refusal, preemptive right, subscription right pre-emptive rights or any similar right under any provision of the applicable corporate laws of the State of Delaware“put” or “call” rights, the Company Constituent Instruments Organizational Documents or any Contract (as defined in Section 3.05) to which the Company is a party or otherwise bound. There are not any bonds, debentures, notes or other indebtedness of 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 Stock or the common stock of any Company Subsidiary may vote (“Voting Company Debt”). Except as set forth above, as of the date of this Agreement, there are not any options, warrants, rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contracts, arrangements or undertakings of any kind to which the Company or any Company Subsidiary of its Subsidiaries is a party or by which any of them is bound (a) obligating the Company or any Company Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity interests in, its Subsidiaries or any security convertible or exercisable of their respective assets are bound. There is no Liability for or exchangeable into dividends accrued and unpaid by the Company. All allotted and issued Company Shares that have been issued by the Company, were issued in compliance with all Applicable Law and all requirements set forth in the Organizational Documents and any capital stock of or other equity interest in, applicable Contracts to which the Company or any Company Subsidiary of its Subsidiaries is a party or any Voting Company Debt, (b) obligating by which the Company or any of its Subsidiaries or any of their respective assets are bound. Other than pursuant to the Company Subsidiary Equity Plans, there are no issued, reserved for issuance, promised and ungranted or outstanding options, warrants, stock appreciation rights, restricted share units, phantom stock, calls, subscriptions or other rights to issue, grant, extend or enter into any such option, warrant, call, right, security, commitment, Contract, arrangement or undertaking or (c) that give any person the right to receive any economic benefit or right similar to or derived acquire from the economic benefits and rights occurring to holders of the capital stock Company or its Subsidiaries or other obligations of the Company or of its Subsidiaries to issue or allot, any Company SubsidiaryEquity Interests. As of the date of this Agreement, there are not any No Equity Interests will be outstanding contractual obligations of under the Company to repurchaseEquity Plans at, redeem or otherwise acquire any shares of capital stock of and after giving effect to, the CompanyClosing.

Capital Structure. (a) The authorized capital stock of the Company consists of 1,000 1,200,000,000 shares of common Company Common Stock and 100,000,000 shares of preferred stock, par value $0.01 per share, of the Company (“Company Preferred Stock”). At the close of business on March 13, 2020 (the “Capitalization Date”), (i) 226,521,289 shares of Company Common Stock were outstanding, none of which were held by any Company Subsidiary, (ii) 280,222 shares of Company Common Stock were reserved and available for issuance pursuant to the Company Stock Plan in respect of outstanding awards, all of which are issued were subject to outstanding Company RSUs, (iii) 3,612,368 shares of Company Common Stock were available for issuance for awards not yet granted under the Company Stock Plan and (iv) no shares of Company Preferred Stock were outstanding. Except as set forth above, at the close of business on the Capitalization Date, no shares of capital stock of, or other equity, voting securities of or ownership interests in, the Company are were 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 Company Common Stock are, and all such shares that may be issued prior to the capital stock of the Company and each Company Subsidiary are Closing Date will be when issued, duly authorized, validly issued, fully paid and nonassessable and not subject to or issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the applicable corporate laws DGCL, the Amended and Restated Certificate of Incorporation of the State of DelawareCompany (the “Company Charter”), the Second Amended and Restated Bylaws of the Company Constituent Instruments (the “Company Bylaws”) or any Contract (as defined in Section 3.05) to which the Company is a party or otherwise bound (other than any Contracts to which Parent or any Parent Subsidiary is a party or otherwise bound). There are not any bonds, debentures, notes or other indebtedness is no 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 Common Stock or the common stock of any Company Subsidiary may vote (“Company Voting Company Debt”). Section 5.04(a) of the Company Disclosure Letter sets forth a true and complete list, as of the close of business on the Capitalization Date, of all outstanding Company RSUs, the number of shares of Company Common Stock with respect thereto, the grant dates and vesting schedules thereof and the names of the holders thereof. Except as set forth above, as of the date of this Agreement, Agreement there are not any no options, warrants, rights, convertible or exchangeable securities, other securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contracts, arrangements or undertakings of any kind to which the Company or any Company Subsidiary is a party or by which any of them is bound (aother than any Contracts, arrangements or undertakings to which Parent or any Parent Subsidiary is a party or by which any of them is bound) (x) obligating the Company or any Company Subsidiary to issue, grant, deliver or sell, or cause to be issued, granted, delivered or sold, additional shares of capital stock of or other equity equity, voting or ownership interests in, or any security convertible or exercisable for or exchangeable into any capital stock of of, or other equity equity, voting or ownership interest in, the Company or any Company Subsidiary or any Company Voting Company Debt, (by) obligating the Company or any Company Subsidiary to issue, grant, sell, extend or enter into any such option, warrant, call, right, security, unit, commitment, Contract, arrangement or undertaking or (cz) that give any person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights occurring accruing 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 or any Company Subsidiary to (i) repurchase, redeem or otherwise acquire any shares of capital stock of, or other equity, voting or ownership interests in, the Company or any Company Subsidiary or (ii) vote or dispose of any shares of capital stock of, or other equity, voting or ownership interest in, any Company Subsidiaries. In any event, the Companymaximum number of shares of Eligible Shares that will be outstanding (on a fully diluted basis) at the Exchange Effective Time shall be not more than 90,782,213.

Capital Structure. (i) The authorized capital stock of the Company consists of 1,000 100,000,000 Shares, of which 33,183,228 Shares were outstanding as of the date hereof, and 10,000,000 shares of common preferred stock, all $0.0001 per share, no shares of which were outstanding as of the date hereof. All of the outstanding Shares have been duly authorized and are issued validly issued, fully paid and outstandingnonassessable. Other than 3,959,803 Shares reserved for issuance under the Company’s Visicu, Inc. Equity Incentive Plan (the “Stock Plan”), the Company has no Shares reserved for issuance. Section 5.1(b)(i) of the Company Disclosure Letter contains a correct and complete list of options, restricted stock, restricted stock units and performance units under the Stock Plan, including the holder, date of grant, term, number of Shares and, where applicable, whether an option is intended to qualify as an “incentive stock option” within the meaning of Section 422(b) of the Code, exercise price and vesting schedule, including whether the vesting will be accelerated by the execution of this Agreement or consummation of the Merger or by termination of employment or change of position following consummation of the Merger. Except as set forth above, there are no preemptive or other outstanding rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements, calls, commitments or rights of any kind that obligate the Company to issue or sell any shares of capital stock or other voting securities of the Company or any securities or obligations convertible or exchangeable into or exercisable for, or giving any Person a right to subscribe for or acquire, any securities of the Company, and no securities or obligations evidencing such rights are issuedauthorized, reserved for issuance issued or outstanding. The Company is Upon any issuance of any Shares in accordance with the sole record and beneficial owner of all terms of the issued and outstanding capital stock of each Company Subsidiary. All outstanding shares of the capital stock of the Company and each Company Subsidiary are Stock Plan, such Shares will be duly authorized, validly issued, fully paid and nonassessable and not subject to or issued in violation free and clear of any purchase optionlien, call optioncharge, right of first refusalpledge, preemptive rightsecurity interest, subscription right claim or any similar right under any provision of the applicable corporate laws of the State of Delawareother encumbrance (each, the a “Lien”). The Company Constituent Instruments or any Contract (as defined in Section 3.05) to which the Company is a party or otherwise bound. There are does not have outstanding any bonds, debentures, notes or other indebtedness obligations the holders of Company or any Company Subsidiary having which have the right to vote (or convertible into, into or exchangeable for, exercisable for securities having the right to vote) on any matters on which holders of Company Stock or with the common stock of any Company Subsidiary may vote (“Voting Company Debt”). Except as set forth above, as of the date of this Agreement, there are not any options, warrants, rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contracts, arrangements or undertakings of any kind to which the Company or any Company Subsidiary is a party or by which any of them is bound (a) obligating the Company or any Company Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity interests in, or any security convertible or exercisable for or exchangeable into any capital stock of or other equity interest in, the Company or any Company Subsidiary or any Voting Company Debt, (b) obligating the Company or any Company Subsidiary to issue, grant, extend or enter into any such option, warrant, call, right, security, commitment, Contract, arrangement or undertaking or (c) that give any person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights occurring to holders of the capital stock stockholders of the Company or of on 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 Companymatter.

Capital Structure. The authorized capital stock of the Company consists of 1,000 1,000,000 Shares, of which 560,630 Shares were outstanding and 10,000 Shares were held by the Company in treasury, as of the close of business on December 31, 2004, and 25,000 shares of common stockPreferred Stock, all par value $0.01 per share (the “Preferred Shares”), none of which were outstanding as of the close of business on December 31, 2004. All of the outstanding Shares have been duly authorized and are issued validly issued, fully paid and outstandingnonassessable. Except The Company has no Shares or Preferred Shares reserved for issuance, except that, as set forth aboveof December 31, no 2004, there were 81,000 Shares reserved for issuance pursuant to the Company Stock Plan. Section 5.1(b) of the Company Disclosure Letter contains a correct and complete list of each outstanding Company Option, including the holder, date of grant, exercise price and number of Shares subject thereto and also contains a correct and complete list of each outstanding share of Company Restricted Stock, including the holder and the number of Shares of Restricted Stock held by each such holder. Each of the outstanding 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 each of the issued and outstanding capital stock of each Company Subsidiary. All outstanding shares of the capital stock of the Company and each Company Subsidiary are Company’s Subsidiaries is duly authorized, validly issued, fully paid and nonassessable and not subject to owned by the Company or issued in violation by a direct or indirect wholly owned subsidiary of the Company, free and clear of any purchase optionlien, call optionpledge, right security interest, claim or other encumbrance. Except as set forth above, there are no preemptive or other outstanding rights, options, phantom equity, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements, calls, commitments or rights of first refusal, preemptive right, subscription right any kind that obligate the Company or any similar right under of its Subsidiaries to issue or sell any provision shares of capital stock or other securities of the applicable corporate laws Company or any of its Subsidiaries or any securities or obligations convertible or exchangeable into or exercisable for, or giving any Person a right to subscribe for or acquire, any securities of the State of Delaware, the Company Constituent Instruments or any Contract (as defined in Section 3.05) to which the of its Subsidiaries, and no securities or obligations evidencing such rights are authorized, issued or outstanding. The Company is a party or otherwise bound. There are does not have outstanding any bonds, debentures, notes or other indebtedness obligations the holders of Company or any Company Subsidiary having which have the right to vote (or convertible into, into or exchangeable for, exercisable for securities having the right to vote) with the stockholders of the Company on any matters on which holders of Company Stock or the common stock of any Company Subsidiary may vote matter (“Voting Company Debt”). Except as set forth above, as of the date of this Agreement, there are not any options, warrants, rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contracts, arrangements or undertakings of any kind to which the Company or any Company Subsidiary is a party or by which any of them is bound (a) obligating the Company or any Company Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity interests in, or any security convertible or exercisable for or exchangeable into any capital stock of or other equity interest in, the Company or any Company Subsidiary or any Voting Company Debt, (b) obligating the Company or any Company Subsidiary to issue, grant, extend or enter into any such option, warrant, call, right, security, commitment, Contract, arrangement or undertaking or (c) that give any person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights occurring to holders of the capital stock of the Company or of any Company Subsidiary. 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 Company.

Capital Structure. The authorized capital stock of the Company Digital ----------------- consists of 1,000 30,000,000 shares of common stockDigital Common Stock, all of which there 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. The Company is the sole record and beneficial owner of all of the 4,857,798 issued and outstanding capital stock shares as of each Company Subsidiarythe close of business on the date hereof and 17,869,298 shares of Digital Preferred Stock, of which there are issued on the date hereof 1,950,686 shares of Series A Preferred Stock, 6,138,484 shares of Series B Preferred Stock and 9,780,128 shares of Series C Preferred Stock. All outstanding shares of the capital stock of the Company Digital Common Stock and each Company Subsidiary Digital Preferred Stock are duly authorized, validly issued, fully paid and nonassessable non- assessable and are free of any liens or encumbrances other than any liens or encumbrances created by or imposed upon the holders thereof, and are not subject to preemptive rights or issued in violation of any purchase option, call option, right rights of first refusalrefusal created by statute, preemptive right, subscription right the Articles of Incorporation or Bylaws of Digital or any similar right under any provision of the applicable corporate laws of the State of Delaware, the Company Constituent Instruments or any Contract (as defined in Section 3.05) agreement to which the Company is a party or otherwise bound. There are not any bonds, debentures, notes or other indebtedness of 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 Stock or the common stock of any Company Subsidiary may vote (“Voting Company Debt”). Except as set forth above, as of the date of this Agreement, there are not any options, warrants, rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contracts, arrangements or undertakings of any kind to which the Company or any Company Subsidiary Digital is a party or by which it is bound. Digital maintains the 1995 Stock Plan (the "Digital Stock Plan"), pursuant to which there are outstanding on the date hereof 1,894,625 options to purchase shares of Digital Common Stock and has reserved an additional 1,105,375 shares of the Digital Common Stock for issuance pursuant to options to be granted to employees, consultants and directors of Digital. Section 2.5 of the Digital Disclosure Schedule sets forth a schedule delivered by Digital to Agile of a true and complete list as of the date hereof of all holders of outstanding Options under the Digital Stock Plan, including the number of shares of Digital Common Stock subject to each such Option, the vesting schedule, the exercise price per share and the terms of each such Option. Except for the rights created pursuant to this Agreement and the rights disclosed in the preceding sentence, there are no other options, warrants, calls, rights, commitments or agreements of any of them character to which Digital is a party or by which it is bound (a) obligating the Company or any Company Subsidiary Digital to issue, deliver or deliver, sell, repurchase or redeem or cause to be issued, delivered or delivered, sold, additional repurchased or redeemed, any shares of capital stock Digital Capital Stock or other equity interests inobligating Digital to grant, extend, accelerate the vesting of, change the price of, or any security convertible or exercisable for or exchangeable into any capital stock of or other equity interest in, the Company or any Company Subsidiary or any Voting Company Debt, (b) obligating the Company or any Company Subsidiary to issue, grant, extend otherwise amend or enter into any such option, warrant, call, right, securitycommitment or agreement. There are no other contracts, commitmentcommitments or agreements relating to voting, Contractpurchase or sale of Digital Capital Stock (i) between or among Digital and any of its Shareholders and (ii) to Digital's knowledge, arrangement between or undertaking or among any of its Shareholders, except for the Shareholders delivering the Voting Agreements. All shares of outstanding Digital Common Stock and Digital Preferred Stock were issued in compliance with all applicable federal and state securities laws. Except for repurchases made by Digital from former service providers of Digital pursuant to the terms of restricted stock purchase agreements, Digital has not repurchased any shares of Digital Capital Stock. There are no unvested shares of Digital Common Stock subject to a right of repurchase by Digital (c"Digital Restricted Stock") 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 as of the date of this Agreement, hereof nor will there are not any outstanding contractual obligations of the Company to repurchase, redeem or otherwise acquire be any shares of capital stock of Digital Restricted Stock outstanding immediately prior to the CompanyEffective Time.

Capital Structure. The authorized capital stock of the Company ----------------- consists solely of 1,000 (i) 20,000,000 Shares and (ii) 5,000,000 shares of common preferred stock, all par value $.001 per share, ("Preferred Shares"). At the close of which are business on March 22, 1999: (i) 8,308,107 Shares were issued and outstanding, (ii) no Preferred Shares were issued and outstanding, (iii) 1,614,896 Shares were reserved for issuance pursuant to outstanding Options granted under the Stock Option Plans, (iv) 260,706 Shares were reserved for issuance upon exercise of the Warrants, (v) no Shares were held by Company in its treasury, (vi) 100,000 shares of Series A Participating Preferred Stock were reserved for issuance pursuant to the Company Rights Agreement and (vii) 600,000 Shares have been reserved for issuance under the 1996 Employee Stock Purchase Plan, of which no more than an additional 80,000 Shares will be issued prior to April 30, 1999. Except as set forth abovein the immediately preceding sentence, at the close of business on March 22, 1999, no shares of capital stock or other voting equity securities of the Company are were 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 and each Company Subsidiary are duly authorized, validly issued, fully paid and nonassessable and not subject to preemptive rights. Except as specified above or issued in violation Section 4.1(d) of the Disclosure Schedule, neither Company nor any Subsidiary of Company has or is subject to or bound by or, at or after the Effective Time will have or be subject to or bound by, any outstanding option, warrant, call, subscription or other right (including any preemptive right), agreement or commitment which (i) obligates Company or any material Subsidiary of Company to issue, sell or transfer, or repurchase, redeem or otherwise acquire, any shares of the capital stock of Company or any Subsidiary of Company, (ii) restricts the transfer of any purchase option, call option, right shares of first refusal, preemptive right, subscription right capital stock of Company or any similar right under of its Subsidiaries, or (iii) relates to the voting of any provision shares of the applicable corporate laws capital stock of the State of Delaware, the Company Constituent Instruments or any Contract (as defined in Section 3.05) to which the Company is a party or otherwise boundof its Subsidiaries. There are not any No bonds, debentures, notes or other indebtedness of Company or any Subsidiary of Company Subsidiary having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders the stockholders of Company Stock or the common stock any Subsidiary of any Company Subsidiary may vote (“Voting Company Debt”)are issued or outstanding. Except as set Section 4.1(d) of the Disclosure Schedule accurately sets forth above, information as of the date hereof regarding the exercise price, date of this Agreement, there are not grant and number of granted Options for each holder of Options pursuant to any options, warrants, rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contracts, arrangements or undertakings of any kind to which the Company or any Company Subsidiary is a party or by which any of them is bound (aStock Option Plan. Except as specified in Section 4.1(d) obligating the Company or any Company Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity interests in, or any security convertible or exercisable for or exchangeable into any capital stock of or other equity interest in, the Company or any Company Subsidiary or any Voting Company Debt, (b) obligating the Company or any Company Subsidiary to issue, grant, extend or enter into any such option, warrant, call, right, security, commitment, Contract, arrangement or undertaking or (c) that give any person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights occurring to holders of the capital stock Disclosure Schedule, all 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 of capital stock of the each Subsidiary of Company have been duly authorized, validly issued, fully paid and nonassessable and are owned by Company, by one or more Subsidiaries of Company or by Company and one or more such Subsidiaries, free and clear of Liens (as defined in Section 9.3).

Capital Structure. The authorized capital stock of the Company consists as of 1,000 the date hereof, and as of the Effective Time, of 100,000,000 shares of common stock, all $.001 par value per share (“Company Common Stock”). Other than the Company Common Stock, no other class or series of which capital stock is authorized by the Company. The rights, privileges and preferences of the Company Common Stock are as stated in the Company’s Articles of Incorporation, as amended to date. As of the date hereof, (i) 7,221,598 shares of Company Common Stock are issued and outstanding. Except as set forth above, (ii) no shares of capital stock or other voting securities of Company Common Stock are held by the Company in its treasury, and (iii) 4,780,750 shares of Company Common Stock are issued, reserved for issuance or outstanding. The Company is the sole record and beneficial owner of all upon exercise of the Stock Options (as hereinafter defined). All issued and outstanding capital stock of each Company Subsidiary. All outstanding shares of Company Common Stock are, and all shares of Company Common Stock which may be issued upon the capital stock exercise of the Company and each Company Subsidiary are Stock Options will be, duly authorized, validly issued, fully paid and nonassessable nonassessable, and were not subject to or issued in violation of any purchase optionpreemptive rights and, call optionas to all shares of Company Common Stock which may be issued upon the exercise of Stock Options, right of first refusal, are not subject to any preemptive right, subscription right or any similar right under any provision rights. To the Knowledge of the applicable corporate laws Company, there are no voting trusts, voting agreements, irrevocable proxies or other agreements with respect to any shares of capital stock of the State of DelawareCompany, other than the Company Constituent Instruments or any Contract (as defined in Section 3.05) to which the Company is a party or otherwise boundVoting Agreements. There are not any no bonds, debentures, notes or other indebtedness of the Company or any Company Subsidiary having the right to vote (or convertible into, into or exchangeable for, for other securities having the right to vote) on any matters on which holders the shareholders of the Company Stock or the common stock of any Company Subsidiary may vote (“Voting Company Debt”)vote. Except as set forth above, as of the date of this Agreementhereof, there are not any no outstanding securities, options, warrants, calls, rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contractsagreements, arrangements or undertakings of any kind to which the Company or any Company Subsidiary is a party or by which any of them it is bound (a) obligating the Company or any Company Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity interests in, or any security convertible or exercisable for or exchangeable into any capital stock voting securities of or other equity interest in, the Company or any Company Subsidiary or any Voting Company Debt, (b) obligating the Company or any Company Subsidiary to issue, grant, extend or enter into any such security, option, warrant, call, right, security, commitment, Contractagreement, arrangement or undertaking or (c) that give any person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights occurring to holders of the capital stock of the Company or of any Company Subsidiaryundertaking. As of the date of this Agreement, there There are not any no outstanding contractual obligations of the Company to repurchase, redeem or otherwise acquire any shares of capital stock (or options to acquire any such shares) of the Company. The Company is not a party to any agreement, arrangement or commitment of any character (contingent or otherwise) pursuant to which any Person is or may be entitled to receive any payment based on the revenues, earnings or financial performance of the Company or assets or calculated in accordance therewith (other than ordinary course payments or commissions to sales representatives of the Company based upon revenues generated by them without augmentation as a result of the transactions contemplated hereby), or to cause the Company to file a registration statement under the Securities Act of 1933, as amended (the “Securities Act”), or which otherwise relate to the registration of any securities of the Company. There are no declared or accrued dividends on the Company Common Stock.

Capital Structure. The authorized capital stock of the Company consists of 1,000 (x) 100,000,000 shares of common stockCompany Common Stock and (y) 6,000,000 shares of Company Preferred Stock. As of the date hereof, all there were: (i) 45,798,412 shares of which are Company Common Stock issued and outstanding; (ii) 0 shares of Company Preferred Stock issued and outstanding, (iii) 299 shares of Company Common Stock held in the treasury of the Company; (iv) 1,784,584 shares of Company Common Stock reserved for issuance upon exercise of options available for grant pursuant to the Company’s stock option plans; (v) 7,376,488 shares of Company Common Stock issuable upon exercise of awarded but unexercised stock options; and (vi) warrants representing the right to purchase 20,445,984 shares of Company Common Stock. 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. The Company is the sole record and beneficial owner of all of the issued and outstanding capital stock of each Company Subsidiary. All outstanding shares of the capital stock of the Company are, and each Company Subsidiary are all shares which may be issued as described above will be, when issued, duly authorized, validly issued, fully paid and nonassessable and not subject to or preemptive rights. The shares of Company Common Stock to be issued in violation of any purchase optionconnection with the Merger (x) will, call optionwhen issued, right of first refusalbe duly authorized, validly issued, fully paid and nonassessable and not subject to preemptive right, subscription right or any similar right under any provision of the rights and (y) will be issued in compliance in all material respects with all applicable corporate federal and state securities laws of the State of Delaware, the Company Constituent Instruments or any Contract (as defined in Section 3.05) to which the Company is a party or otherwise bound. There are not any bonds, debentures, notes or other indebtedness of 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 Stock or the common stock of any Company Subsidiary may vote (“Voting Company Debt”)and applicable rules and regulations promulgated thereunder. Except as set forth above, above and in (i) Section 3.01(c) of the Company Disclosure Letter and (ii) the Rights Agreement dated as of August 13, 1999, between the date of this AgreementCompany and American Stock Transfer & Trust Company as Rights Agent (the “Shareholder Rights Plan”), there are not any no outstanding securities, options, warrants, calls, rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contractsagreements, arrangements or undertakings of any kind to which the Company or any Company Subsidiary is a party or by which any of them it is bound (a) obligating the Company or any Company Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity interests in, or any security convertible or exercisable for or exchangeable into any capital stock voting securities of or other equity interest in, the Company or any Company Subsidiary or any Voting Company Debt, (b) obligating the Company or any Company Subsidiary to issue, grant, extend extend, accelerate the vesting of or enter into any such security, option, warrant, call, right, security, commitment, Contractagreement, arrangement or undertaking or (c) that give any person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights occurring to holders of the capital stock of the Company or of any Company Subsidiaryundertaking. As of the date of this Agreement, there There are not any no outstanding contractual obligations obligations, commitments, understandings or arrangements of the Company to repurchase, redeem or otherwise acquire or make any payment in respect of any shares of capital stock of the Company. As of the date hereof, all of the issued and outstanding shares of common stock in Virium Pharmaceuticals Inc., a Subsidiary of the Company, are owned by the Company, free and clear of any Lien, and as of the Closing Date, all of the common stock of Virium Pharmaceuticals Inc. will be owned by the Company free and clear of any Lien.

Capital Structure. The authorized capital stock of the Company consists of 1,000 250,000,000 shares of common stockCommon Stock and 100,000,000 shares of Preferred Stock, all par value $.01 per share. As of the close of business on June 25, 2007, (i) there were issued and outstanding 47,541,916 shares of Common Stock, (ii) no shares of Preferred Stock were outstanding, (iii) 2,500,000 shares of Series A Junior Participating Preferred Stock were reserved for issuance in connection with the Preferred Stock Purchase Rights, associated with each outstanding share of Common Stock, which are governed by the terms of the Rights Agreement dated as of May 1, 2000 between the Company and EquiServe Trust Company N.A. (the “Rights Plan”) and which under certain circumstances give the holder thereof the right to purchase Series A Junior Participating Preferred Stock, and (iv) options, issued pursuant to the Company Stock Plans, to purchase an aggregate of 5,143,138 shares of Common Stock and 628,657 restricted stock units as set forth in Section 3.2 of the Disclosure Schedule and exercisable at the prices specified therein. All of the outstanding shares of Common Stock are duly authorized and are validly 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. The Company is the sole record and beneficial owner of all of the issued and outstanding capital stock of each Company Subsidiary. All outstanding shares of the capital stock of the Company and each Company Subsidiary are duly authorized, validly issued, fully paid and nonassessable non-assessable and 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 the State of DelawareDGCL, the Company Constituent Instruments Company’s articles of incorporation or bylaws or any Contract (as defined in Section 3.05) contract to which the Company is or was a party or otherwise bound. There are not Neither the Company nor any of its Subsidiaries has outstanding any bonds, debentures, notes or other indebtedness obligations the holders of Company or any Company Subsidiary having which have the right to vote (or which are convertible into, or exercisable or exchangeable for, securities having the right to vote) with the stockholders of the Company or any such Subsidiary on any matters on which holders of Company Stock or the common stock of any Company Subsidiary may vote (“Voting Company Debt”)matter. Except as otherwise set forth abovein this Section 3.2, as of the date of this Agreement, there are not any options, warrants, rights, Company has no outstanding stock or securities convertible into or exchangeable for any shares of its equity securities, or any outstanding rights (either preemptive or other and including any “phantom” phantom stock rights”, stock appreciation rights, stock-based performance units, commitments, Contractscontracts, arrangements or undertakings of any kind kind) to subscribe for or to purchase or the value of which is based on, or any outstanding options or warrants for the purchase of, or any agreements providing for the issuance (contingent or otherwise) of, or any outstanding calls, commitments or claims of any character relating to, any equity securities or any stock or securities convertible into or exchangeable for any equity securities of the Company or any of its Subsidiaries. The Company Subsidiary is a party 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 or the conversion of Restricted Stock Units). Since June 25, 2007, except as permitted by which any of them is bound (a) obligating this Agreement or as required by the Company or any Company Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity interests in, or any security convertible or exercisable for or exchangeable into any capital stock of or other equity interest inEmployee Stock Purchase Plan, the Company or any Company Subsidiary or any Voting Company Debt, has not (bi) obligating the Company or any Company Subsidiary to issue, grant, extend or enter into any such option, warrant, call, right, security, commitment, Contract, arrangement or undertaking or (c) that give any person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights occurring to holders of the capital stock of the Company or of any Company Subsidiary. As of the date of this Agreement, there are not any outstanding contractual obligations of the Company to repurchase, redeem or otherwise acquire issued any shares of capital stock except in connection with the conversion or exercise of securities referred to above or in connection with the Company’s Employee Stock Purchase Plan or (ii) issued or granted any options, warrants, or securities convertible into or exercisable for shares of its capital stock (other than Preferred Stock Purchase Rights associated with shares of Common Stock).

Capital Structure. The authorized capital stock of the Company consists of 1,000 shares 24,000,000 Shares. As of common stockthe date hereof, all of which are (i) 6,726,615 Shares were issued and outstanding, (ii) 502,685 Shares were reserved for issuance upon exercise of outstanding Options, and (iii) 200,108 Shares were issued and are held in the Company's treasury. Except as set forth aboveabove or on Schedule 3.3(a) of the Disclosure Schedule, as of the date of this Agreement: (i) no shares of capital stock or other voting securities of the Company are issued, reserved for issuance or outstanding. The ; (ii) there are no stock appreciation rights, phantom stock units, restricted stock grants, contingent stock grants or Benefit Plans which grant awards of any of the foregoing, and there are no other outstanding contractual rights to which the Company is a party the sole record and beneficial owner value of which is based on the value of Shares; (iii) all of the issued and outstanding capital stock of each Company Subsidiary. All outstanding shares of the capital stock of the Company are, and each Company Subsidiary are all Shares which may be issued will be, when so issued, duly authorized, validly issued, fully paid and nonassessable and not subject to or issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the applicable corporate laws of the State of Delaware, the Company Constituent Instruments or any Contract rights; and (as defined in Section 3.05iv) to which the Company is a party or otherwise bound. There there are not any 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 shareholders of the Company Stock or the common stock of any Company Subsidiary may vote (“Voting Company Debt”)vote. Except as set forth aboveabove or in Schedule 3.3(b) of the Disclosure Schedule, as of the date of this Agreement, there are not any no outstanding securities, options, warrants, calls, rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contractsagreements, arrangements or undertakings of any kind to which the Company or any Company Subsidiary of its Subsidiaries is a party or by which any of them is bound (a) obligating the Company or any Company Subsidiary of its Subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity interests in, or any security convertible or exercisable for or exchangeable into any capital stock voting securities of or other equity interest in, the Company or of any Company Subsidiary of its Subsidiaries or any Voting Company Debt, (b) obligating the Company or any Company Subsidiary of its Subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, security, commitment, Contractagreement, arrangement or undertaking or (c) that give any person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights occurring to holders of the capital stock of the Company or of any Company Subsidiaryundertaking. As of the date of this Agreement, there There are not any no outstanding contractual obligations of the Company or any of its Subsidiaries, to repurchase, redeem or otherwise acquire any shares of capital stock of the CompanyCompany or any of its Subsidiaries. Schedule 3.3(c) of the Disclosure Schedule accurately sets forth information regarding the current exercise price, date of grant and number of outstanding Options for each holder of Options pursuant to any Company Option Plan. Following the Effective Time, no holder of Options will have any right to receive shares of common stock of the Surviving Corporation upon exercise of Options.

Capital Structure. (a) The authorized share capital stock of the Company consists solely of 1,000 shares (i) an unlimited number of common stockCompany Voting Common Shares, all of which 5,957,365 shares are issued and outstandingoutstanding as of the Closing Date, and (ii) an unlimited number of Company Non-Voting Common Shares, of which 53,267 are issued and outstanding as of the Closing Date. Except as set forth above, There are no shares other issued and outstanding Company Shares and no commitments or Contracts to issue any Company Shares other than: (i) pursuant to the exercise of capital stock or other voting securities Company Options under the Company Option Plan that are outstanding immediately prior to the Closing; and (ii) Company Debentures and the 500 Startups Debenture that are outstanding immediately prior to the Closing. The Company holds no treasury shares. Schedule 2.2(a) of the Company are issuedDisclosure Letter sets forth, reserved for issuance or outstanding. The Company is the sole record and beneficial owner of all as of the Closing Date, (i) a true, correct and complete list of the Shareholders and the number and type of such shares so owned by such Shareholder, and any beneficial holders thereof, if applicable and (ii) the number of Company Shares owned by such Company Shareholder after giving effect to all conversion rights and anti-dilution and similar adjustments. As of the Closing, there will be no Company Shares that are Unvested Company Shares. All issued and outstanding capital stock of each Company Subsidiary. All outstanding shares of the capital stock of the Company and each Company Subsidiary Shares are duly authorized, validly issued, fully paid and nonassessable non-assessable and not subject to or issued in violation are free of any purchase optionEncumbrances, call option, right of first refusaloutstanding subscriptions, preemptive right, subscription right rights or any similar right under any provision of the applicable corporate laws of the State of Delaware“put” or “call” rights created by statute, the Company Constituent Instruments Articles, the Company Bylaws or any Contract (as defined in Section 3.05) to which the Company is a party or otherwise bound. There are not any bonds, debentures, notes or other indebtedness of 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 Stock or the common stock of any Company Subsidiary may vote (“Voting Company Debt”). Except as set forth above, as of the date of this Agreement, there are not any options, warrants, rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contracts, arrangements or undertakings of any kind to by which the Company or any of its assets is bound. The Company Subsidiary has never declared or paid any dividends on any Company Shares. There is no Liability for dividends accrued and unpaid by the Company. All issued and outstanding Company Shares and all Company Options were issued in compliance with Applicable Law, including applicable securities laws, and all requirements set forth in the Company Articles, the Company Bylaws and any applicable Contracts to which the Company is a party or by which any of them is bound (a) obligating the Company or any of its assets is bound. None of the outstanding Company Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares Shares were issued in violation of capital stock any preemptive rights or other equity interests in, or any security convertible or exercisable rights to subscribe for or exchangeable into any capital stock of or other equity interest in, the Company or any Company Subsidiary or any Voting Company Debt, (b) obligating the Company or any Company Subsidiary to issue, grant, extend or enter into any such option, warrant, call, right, security, commitment, Contract, arrangement or undertaking or (c) that give any person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights occurring to holders of the capital stock of the Company or of any Company Subsidiary. 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 purchase securities of the Company. The company is a “private issuer” as defined in Section 2.4 of National Instrument 45-106 – Prospectus Exemptions.

Capital Structure. (a) The authorized registered (authorized) share capital stock of the Company consists of 1,000 shares 30,000,000 Company Shares. At the close of common stockbusiness on June 23, all of which are 2011, (i) 17,194,812 Company Shares were issued and outstanding, including 1,959,093 Company Shares held by the Company in its treasury, and (ii) 5,641,815 Company Shares were reserved for issuance under Company Employee Plans, of which 1,653,790 were subject to outstanding options or the grant of rights to purchase Company Shares, 393,754 were restricted Company Shares and 723,845 Company Shares were available for future option or restricted share grants. Except as set forth above, at the close of business on June 23, 2011, no shares of capital stock or other voting securities of the Company are were 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 Company Shares are, and all such shares of that may be issued prior to the capital stock of the Company and each Company Subsidiary are Effective Time will be when issued, duly authorized, validly issued, fully paid and nonassessable and not subject to or issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the applicable corporate laws of the State of DelawareIsraeli Companies Law, the Company Constituent Instruments Charter Documents or any Contract (as defined in Section 3.05) to which the Company is a party or otherwise bound. There are not any 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 Stock or the common stock of any Company Subsidiary Shares may vote (“Voting Company Debt”). Except as set forth above, as of the date of this Agreement, there are not any no options, warrants, rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contracts, arrangements or undertakings of any kind to which the Company or any Company Subsidiary of its Subsidiaries is a party or by which any of them is bound (ai) obligating the Company or any Company Subsidiary of its Subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity interests in, or any security convertible or exercisable for or exchangeable into any capital stock of or other equity interest in, the Company or of any Company Subsidiary of its Subsidiaries or any Voting Company Debt, Debt or (bii) obligating the Company or any Company Subsidiary of its Subsidiaries to issue, grant, extend or enter into any such option, warrant, call, right, security, commitment, Contract, arrangement or undertaking or (c) that give any person 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 Subsidiaryundertaking. As of the date of this Agreement, there are not any no outstanding contractual obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any shares of capital stock of the CompanyCompany or any of its Subsidiaries.

Capital Structure. The As of the date of this Agreement, the authorized capital stock of the Company consists of 1,000 shares of common stockis PhP 40,000,000.00, all of which are shares of Common Shares, of which 11,640,799 shares of Common Shares are outstanding as of the date of this Agreement. All of the issued and outstandingoutstanding Shares have been duly authorized and are validly issued, fully paid, nonassessable and free of preemptive rights. Except as set forth above, no Each of the outstanding shares of capital stock or other voting securities of each of the Company’s Subsidiaries is duly authorized, validly issued, fully paid, nonassessable and free of preemptive rights and is legally and beneficially owned by the Company are issuedor a direct or indirect wholly-owned Subsidiary of the Company, reserved for issuance or outstandingfree and clear of Liens. The Company is Stockholders own, as of the sole record and beneficial owner of date hereof, all of the issued and outstanding Common Shares (which constitute all of the currently issued and outstanding Shares) and will own, immediately prior to the Closing, all of the issued and outstanding Shares, all of which shall be reflected in Updated Schedule I, other than nine (9) shares owned by the directors of the Company, as set forth in Section 3.1(b) of the Company Disclosure Schedule (the “Directors’ Qualifying Shares”). The Shares shown on Updated Schedule I shall represent all of the issued and outstanding shares of capital stock of each the Company Subsidiaryimmediately prior to the Closing, except for the Directors’ Qualifying Shares. All Except as set forth above in this Section 3.1(b), there are not any shares of capital stock, voting securities or equity interests of the Company or its Subsidiaries issued and outstanding or any subscriptions, options, warrants, calls, convertible or exchangeable securities, stock appreciation rights, phantom stock, stock participation rights, rights, commitments, plans or agreements of any character providing for the issuance or sale of any shares of capital stock, voting securities or equity interest, or the payment of any amount with respect to such stock, securities or equity interest of the Company or its Subsidiaries, including any representing the right to purchase or otherwise receive any Shares, or any preemptive rights, or any redemption, repurchase or similar rights requiring the acquisition of Shares or shares or equity interest or the receipt of any amount with respect to such stock, securities or interest of any Subsidiary of the Company. Immediately following the Closing, Stream or its Subsidiaries will own all of the capital stock of the Company and each Company Subsidiary are duly authorized, validly issued, fully paid its Subsidiaries and nonassessable and not subject to or issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision there will be no other outstanding capital stock of the applicable corporate laws Company or its Subsidiaries (other than the Directors’ Qualifying Shares which will be transferred pursuant to this Agreement to individuals designated by Stream); provided, that Stream shall not be entitled to cause the registration of the State Shares in its name (or the name of Delawarea Subsidiary) until it has received appropriate tax clearance and certificate from the BIR authorizing such registration and provided that upon receipt of such BIR clearance and certificate, Stream shall cause the registration of the capital stock of the Company Constituent Instruments or any Contract (as defined in Section 3.05) to which the stock and transfer books of the Company is a party in the name of Stream or otherwise boundits Subsidiaries. There are The Company and its Subsidiaries do not have any bonds, debentures, notes shareholder rights plan in effect. The Company and its Subsidiaries do not have outstanding any Contracts or other indebtedness obligations the holders of Company or any Company Subsidiary having which have the right to vote (or convertible into, into or exchangeable for, exercisable for securities having the right to vote) on any matters on which holders with the shareholders of Company Stock or the common stock of any Company Subsidiary may vote (“Voting Company Debt”). Except as set forth above, as of the date of this Agreement, there are not any options, warrants, rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contracts, arrangements or undertakings of any kind to which the Company or any Company Subsidiary is a party or by which of its Subsidiaries on any of them is bound matter (a) obligating the Company or any Company Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity interests in, or any security convertible or exercisable for or exchangeable into any capital stock of or other equity interest in, the Company or any Company Subsidiary or any “Voting Company Debt, (b) obligating the Company or any Company Subsidiary to issue, grant, extend or enter into any such option, warrant, call, right, security, commitment, Contract, arrangement or undertaking or (c) that give any person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights occurring to holders of the capital stock of the Company or of any Company Subsidiary. 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 Company”).

Capital Structure. (a) The authorized capital stock of the Company Cyrk consists of 1,000 50,000,000 shares of common stockCyrk Common Stock and 1,000,000 shares of Preferred Stock, $.01 par value ("Cyrk Preferred Stock"). As of April 15, 1997, (i) 11,820,999 shares of Cyrk Common Stock were issued and outstanding, all of which are validly issued, fully paid and nonassessable, (ii) no shares of Cyrk Common Stock were held in the treasury of Cyrk or by Subsidiaries of Cyrk, and (iii) 4,084,598 shares of Cyrk Common Stock were reserved for future issuance pursuant to the exercise of stock options granted and to be granted in the future under Cyrk's 1993 Omnibus Stock Plan, Non-Employee Director Stock Option Plan, Employee Stock Purchase Plan and 1997 Acquisition Stock Plan (collectively, the "Cyrk Stock Plans"). No material change in such capitalization has occurred between April 15, 1997 and the date of this Agreement. As of the date of this Agreement, none of the shares of Cyrk Preferred Stock is issued and outstanding. Except The authorized capital stock of Sub consists of 3,000 shares of Common Stock, par value $.01 per share, of which, as set forth of the date of this Agreement, 3,000 shares are issued and outstanding and are held by Cyrk. All shares of Cyrk Common Stock subject to issuance as specified above, upon issuance on the terms and conditions specified in the instruments pursuant to which they are issuable, shall be duly authorized, validly issued, fully paid and nonassessable. There are no obligations, contingent or otherwise, of Cyrk or any of its Subsidiaries to repurchase, redeem or otherwise acquire any shares of Cyrk Common Stock or the capital stock of any Subsidiary or to provide funds to or make any investment (in the form of a loan, capital contribution or otherwise) in any such Subsidiary or any other entity other than guarantees of bank obligations of Subsidiaries entered into in the ordinary course of business. All of the outstanding 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 and each Company Subsidiary Cyrk's Subsidiaries are duly authorized, validly issued, fully paid and nonassessable and not subject to all such shares (other than directors' qualifying shares in the case of foreign subsidiaries) are owned by Cyrk or issued another Subsidiary free and clear of all security interests, liens, claims, pledges, agreements, limitations in violation Cyrk's voting rights, charges or other encumbrances 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 the State of Delaware, the Company Constituent Instruments or any Contract (as defined in Section 3.05) to which the Company is a party or otherwise bound. There are not any bonds, debentures, notes or other indebtedness of 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 Stock or the common stock of any Company Subsidiary may vote (“Voting Company Debt”). Except as set forth above, as of the date of this Agreement, there are not any options, warrants, rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contracts, arrangements or undertakings of any kind to which the Company or any Company Subsidiary is a party or by which any of them is bound (a) obligating the Company or any Company Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity interests in, or any security convertible or exercisable for or exchangeable into any capital stock of or other equity interest in, the Company or any Company Subsidiary or any Voting Company Debt, (b) obligating the Company or any Company Subsidiary to issue, grant, extend or enter into any such option, warrant, call, right, security, commitment, Contract, arrangement or undertaking or (c) that give any person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights occurring to holders of the capital stock of the Company or of any Company Subsidiary. 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 Companynature.

Capital Structure. The authorized capital stock of the Company consists of 1,000 20,000,000 Shares and 5,000,000 shares of common stockPreferred Stock, all par value $.01 per share ("Preferred Stock") of which are the Company. As of the date of this Agreement, (i) 6,733,770 Shares were issued and outstanding. Except as set forth above, (ii) no Shares were held by the Company in its treasury or by any of the Company's subsidiaries, (iii) 1,139,556.25 shares of capital stock or other voting securities of the Company are issuedPreferred Stock were issued and outstanding, (iv) 725,500 Shares were reserved for issuance or outstanding. The pursuant to the outstanding Company is the sole record Options, and beneficial owner (v) 150,000 Shares were reserved for issuance upon exercise of all warrants to purchase Shares disclosed in Section 4.1(c) of the issued and outstanding capital stock of each Company SubsidiaryDisclosure Schedule (the "Warrants"). All outstanding shares of the capital stock of the Company are, and each Company Subsidiary are all shares which may be issued pursuant to the Stock Plans will be, when issued, duly authorized, validly issued, fully paid and nonassessable and not subject to or issued 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 4.1(c) of the applicable corporate laws of the State of DelawareDisclosure Schedule, the Company Constituent Instruments or any Contract (as defined in Section 3.05) to which the Company is a party or otherwise bound. There there are not any bonds, debentures, notes or other indebtedness or securities of the Company or any Company Subsidiary having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders shareholders of the Company Stock or the common stock of any Company Subsidiary may vote (“Voting Company Debt”)vote. Except as set forth above, as above and in Section 4.1(c) of the date of this AgreementDisclosure Schedule, there are not any securities, options, warrants, calls, rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contractsagreements, arrangements or undertakings of any kind to which the Company or any Company Subsidiary of its subsidiaries is a party or by which any of them is bound (a) obligating the Company or any Company Subsidiary of its subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity interests in, or any security convertible or exercisable for or exchangeable into any capital stock voting securities of or other equity interest in, the Company or of any Company Subsidiary of its subsidiaries or any Voting Company Debt, (b) obligating the Company or any Company Subsidiary of its subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, security, commitment, Contractagreement, arrangement or undertaking or (cundertaking. Except as set forth in Section 4.1(c) that give any person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights occurring to holders of the capital stock Disclosure Schedule, there are no outstanding rights, commitments, agreements, arrangements or undertakings of any kind obligating the Company or any of any Company Subsidiary. As of the date of this Agreement, there are not any outstanding contractual obligations of the Company its subsidiaries to repurchase, redeem or otherwise acquire any shares of capital stock or other voting securities of the CompanyCompany or any of its subsidiaries or any securities of the type described in the two immediately preceding sentences. The Company has delivered to Parent complete and correct copies of the Stock Plans and all forms of Company Options. Section 4.1(c) of the Disclosure Schedule sets forth a complete and accurate list of all Company Options and Warrants outstanding as of the date of this Agreement and the exercise price of each outstanding Company Option and Warrant.

Capital Structure. The As of the date hereof, the authorized capital stock of the Company consists of 1,000 1,125,519,213 shares of common stockCompany Common Stock. On or before November 30, all of which are issued and outstanding. Except as set forth above1997, no 574,037,149 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 Common Stock shall be issued and outstanding capital stock of each Company Subsidiarywhich 99.9% shall be held and owned beneficially and of record by the Stockholder. All On or before November 30, 1997 all outstanding shares of the capital stock of the Company and each Company Subsidiary are shall be duly authorized, validly issued, fully paid and nonassessable and shall not be 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 the State of Delaware, the Company Constituent Instruments or any Contract (as defined in Section 3.05) to which the Company is a party or otherwise boundrights. There are not any 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, into securities having the right to vote) on any matters on which holders shareholders of the Company Stock or the common stock of any Company Subsidiary may vote (“Voting Company Debt”)vote. Except as set forth above, as of the date of this AgreementNovember 30, 1997, there are will not be any securities, options, warrants, calls, rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contractsagreements, arrangements or undertakings of any kind to which the Company or any Company Subsidiary the Stockholder is a party or by which any of them it or he is bound (a) obligating the Company or any Company Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity interests in, or any security convertible or exercisable for or exchangeable into any capital stock voting securities of or other equity interest in, the Company or any Company Subsidiary or any Voting Company Debt, (b) obligating the Company or any Company Subsidiary to issue, grant, extend or enter into any such optionsecurity, option warrant, call, right, security, commitment, Contractagreement, arrangement or undertaking undertaking. On or (c) that give any person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights occurring to holders of the capital stock of the Company or of any Company Subsidiary. As of the date of this Agreementbefore November 30, 1997, there are shall not be any outstanding contractual obligations of the Company or any of the Stockholder to repurchase, redeem or otherwise acquire any shares of capital stock of the Company. On or before November 30, 1997 the 99.9% of the Company Common Stock to be sold by the Stockholder to the Buyer (i) shall not be subject to any option, warrant, call, right, commitment, agreement, assignment or undertaking of any kind which would obligate the Stockholder to sell the Company Shares to any person other than the Buyer, (ii) shall have been duly authorized and, (iii) when delivered pursuant to this Agreement, will be duly and validly issued, registered with the Superintendencia de Valores y Seguros of the Republic of Chile and fully-paid and nonassessable, and free of any Liens or restrictions.

Capital Structure. The authorized capital stock of the Company consists of 1,000 25,000,000 shares of common stockCommon Stock, all and 25,000,000 shares of preferred stock of the Company, par value $0.001 per share (the "PREFERRED STOCK"), issuable in one or more series, of which are 43,600 shares of Preferred Stock have been designated. At the close of business on June 6, 2001, (i) 9,741,016 shares of Common Stock were issued and outstanding and (ii) 11,581,107 shares of Common Stock were reserved for issuance upon the exercise of outstanding options, warrants, convertible securities and stock rights in the Company. At the close of business on June 6, 2001, 22,500 shares of Series C Convertible Preferred Stock were 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. The Company is the sole record and beneficial owner of all of the issued and outstanding capital stock of each Company Subsidiary. All outstanding shares of the capital stock of the Company and each Company Subsidiary are duly authorized, validly issued, fully paid and nonassessable and not subject to or issued in violation preemptive rights. As of any purchase optionJune 6, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the applicable corporate laws of the State of Delaware2001, the Company Constituent Instruments had granted options to acquire an aggregate of 455,002 shares of Common Stock at $3.25 per share, pursuant to the Company's 1998 Stock Incentive Plan (the "STOCK PLAN") and options to acquire an aggregate of 100,000 shares of Common Stock at $3.25 per share, pursuant to the Company's 1997 Informal Stock Compensation Plan. Except as otherwise set forth in this Section 5.2 or any Contract in the Company Disclosure Letter (as defined the "COMPANY DISCLOSURE LETTER"), in Section 3.05) to which the Company is a party shall make the disclosures required by or otherwise bound. There are not any bonds, debentures, notes or other indebtedness of Company or any Company Subsidiary having referred to in this Agreement which shall be listed under headings corresponding 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 Stock or the common stock of any Company Subsidiary may vote (“Voting Company Debt”). Except as set forth above, as of the date of section references in this Agreement, there are not any no options, warrants, rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contractsagreements, arrangements or undertakings of any kind to which the Company or any Company Subsidiary is a party or by which any of them it is bound (a) obligating the Company or any Company Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity interests in, or any security convertible or exercisable for or exchangeable into any capital stock voting securities of or other equity interest in, the Company or any Company Subsidiary or of its Subsidiaries, including any Voting Company Debt, (b) obligating securities pursuant to which rights to acquire capital stock became exercisable only after a change of control of the Company or any of its Subsidiaries or upon the acquisition of a specified amount of the Common Stock or voting power of the Company Subsidiary to issueor any of its Subsidiaries. Except as set forth in the Company Disclosure Letter, grantsince February 28, extend or enter into any such option2001, warrant, call, right, security, commitment, Contract, arrangement or undertaking or (c) that give any person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights occurring to holders no shares of the capital stock of the Company or any of its Subsidiaries have been issued other than pursuant to the exercise of Company stock options and warrants already in existence and outstanding on such date or conversion of Series C Convertible Preferred Stock, and neither the Company nor any Company Subsidiary. As of its Subsidiaries has granted any stock options, warrants or other rights to acquire any capital stock of the date Company or any of this Agreementits Subsidiaries. Except as specified in the Company Disclosure Letter or as contemplated herein, there are not any outstanding contractual obligations no agreements, arrangements or other understandings in respect of the Company right to repurchase, redeem or otherwise acquire vote any shares of capital stock of the Company, there are no securities issued by the Company or agreements, arrangements or other understandings to which the Company is a party giving any person any right to acquire equity securities of the Surviving Corporation at or following the Effective Time and all securities, agreements, arrangements and understandings relating to the right to acquire equity securities of the Company (whether pursuant to the exercise of options, warrants or otherwise) provide that, at and following the Effective Time, such right shall entitle the holder thereof to receive the consideration he would have received in the Merger had he exercised his right immediately before the Effective Time. The Company Disclosure Letter sets forth a complete list of all options, warrants, convertible or exchangeable securities, or other rights to purchase shares of capital stock or other securities of the Company or any Subsidiary. The Company Disclosure Letter contains a true and correct copy of the stock register provided to the Company by its transfer agent as of March 31, 2001.

Capital Structure. The (a) As of the close of business on the Business Day immediately preceding the date of this Agreement (or as of the date hereof, with respect to the Class C Shares), the authorized capital stock of the Company consists of 1,000 shares of common stock(i) 500,000 Class A Shares, all without par value (the “Class A Shares”), of which are issued 121,450 Class A Shares were outstanding, (ii) 2,000,000 Class B Shares, without par value (the “Class B Shares”), of which 403,325 Class B Shares were outstanding, (iii) 24 Class C Shares, without par value (the “Class C Shares”), of which no Class C Shares were outstanding, and (iv) 2,000,000 Class E Shares, without par value (the “Class E Shares,” and together with the Class A Shares, the Class B Shares and the Class C Shares, the “Shares”), of which 86,370 Class E Shares were outstanding. Except as set forth aboveAll of the outstanding Shares have been duly authorized and are validly issued, no fully paid and nonassessable. Each of the outstanding shares of capital stock or other voting securities of each of the Company are issued, reserved for issuance or outstanding. The Company Company’s Subsidiaries is the sole record and beneficial owner of all of the issued and outstanding capital stock of each Company Subsidiary. All outstanding shares of the capital stock of the Company and each Company Subsidiary are duly authorized, validly issued, fully paid and nonassessable and not subject to owned by the Company or issued in violation by a direct or indirect wholly-owned Subsidiary of the Company, free and clear of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the applicable corporate laws of the State of Delaware, the Company Constituent Instruments or any Contract (as defined in Section 3.05) to which the Company is a party or otherwise boundLien. There are no preemptive or other outstanding rights, options, warrants, conversion rights, stock appreciation rights, agreements, arrangements, calls, commitments or rights of any kind that obligate the Company or any of its Subsidiaries to issue or sell any shares of capital stock or other securities of the Company or any of its Subsidiaries or any securities or obligations convertible or exchangeable into or exercisable for, or giving any Person a right to subscribe for or acquire, any securities of the Company or any of its Subsidiaries, and no securities or obligations evidencing such rights are authorized, issued or outstanding. The Company does not have outstanding any bonds, debentures, notes or other indebtedness obligations the holders of Company or any Company Subsidiary having which have the right to vote (or convertible into, into or exchangeable for, exercisable for securities having the right to vote) with the Shareholders on any matters on which holders of Company Stock or the common stock of any Company Subsidiary may vote (“Voting Company Debt”)matter. Except as set forth above, as There are no outstanding obligations of the date Company or any of this Agreementits Subsidiaries to purchase, there redeem or otherwise acquire any Share or any security of the Company, any Subsidiary, or any other Person. There are not any options, warrants, rights, convertible no voting trusts or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contracts, arrangements other agreements or undertakings of any kind understandings to which the Company or any Company Subsidiary of its Subsidiaries is a party with respect to the voting of capital stock of any Subsidiary or the Company other than the Voting Agreements. Other than as set forth in Section 3.2(a) of the Company Disclosure Letter, there is no obligation by which any of them is bound (a) obligating the Company or any Company Subsidiary of its Subsidiaries to issue, deliver make any payments based on the market price or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity interests in, or any security convertible or exercisable for or exchangeable into any capital stock of or other equity interest in, the Company or any Company Subsidiary or any Voting Company Debt, (b) obligating the Company or any Company Subsidiary to issue, grant, extend or enter into any such option, warrant, call, right, security, commitment, Contract, arrangement or undertaking or (c) that give any person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights occurring to holders value 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 of capital stock of the CompanyShares.

Capital Structure. (a) The authorized capital stock of the Company consists of 1,000 100,000,000 shares of common stockStock. At the close of business on July 14, all 1999, 6,856,437 shares of which are Stock were issued and outstanding, and 371,464 shares of Stock were reserved for issuance pursuant to outstanding options to purchase shares of Stock which have been granted to directors, officers, or employees of the Company or others ("Company Stock Options"). Except as set forth above, at the close of business on July 14, 1999, no shares of capital stock or other voting equity securities of the Company are were issued, reserved for issuance issuance, or outstanding. The Company is the sole record and beneficial owner of all of the issued and outstanding capital stock of each Company Subsidiary. All outstanding shares of the capital stock of the Company are, and each all shares which may be issued pursuant to any outstanding Company Subsidiary are Stock Options will be, when issued, duly authorized, validly issued, fully paid and nonassessable and not subject to or issued 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 the State of DelawareDisclosure Schedule, the Company Constituent Instruments or any Contract (as defined in Section 3.05) to which the Company is a party or otherwise bound. There are not any no bonds, debentures, notes 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 the shareholders of Company Stock or the common stock of any Company Subsidiary may vote (“Voting Company Debt”). Except as set forth above, as of the date of this Agreement, there are not any options, warrants, rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contracts, arrangements or undertakings of any kind to which the Company or any Company Subsidiary is a party may vote are issued or by which any outstanding. Except as disclosed in Section 4.2 of them is bound (a) obligating the Company or any Company Subsidiary to issueDisclosure Schedule, deliver or sell, or cause to be issued, delivered or sold, additional all the outstanding shares of capital stock or other equity ownership interests inof 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 and 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 security convertible or exercisable for or exchangeable into Subsidiary has any capital stock of outstanding option, warrant, subscription, or other equity interest inright, agreement, or commitment which (i) obligates the Company or any Company Subsidiary or any Voting Company Debt, (b) obligating the Company or any Company Subsidiary to issue, grantsell or transfer, extend repurchase, redeem, or enter into otherwise acquire or vote any such option, warrant, call, right, security, commitment, Contract, arrangement or undertaking or (c) that give any person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights occurring to holders shares of the capital stock of the Company or any Subsidiary, (ii) restricts the transfer of any Company Subsidiary. As shares of the date of this Agreement, there are not any outstanding contractual obligations stock of the Company or any Subsidiary, or (iii) grants the right to repurchase, redeem or otherwise acquire participate in any shares of capital stock equity appreciation of the CompanyCompany or any Subsidiary.

Capital Structure. The authorized capital stock of the Company consists of 1,000 50,000,000 shares of common stockCompany Common Stock, all no par value, of which are there were issued and outstandingoutstanding as of the date hereof 9,479,845 shares held of record by 9 individuals. Except as set forth above, There are no other outstanding shares of capital stock or other voting securities and no outstanding commitments to issue any shares of capital stock or voting securities as of the date hereof, other than pursuant to the exercise of Company are issued, reserved for issuance or outstanding. The Company is the sole record and beneficial owner of all Options outstanding as of the issued and outstanding capital stock of each Company Subsidiarydate hereof. All outstanding shares of the capital stock of the Company and each Company Subsidiary Common Stock are duly authorized, validly issued, fully paid and nonassessable non-assessable and are free and clear of any liens or encumbrances other than any liens or encumbrances created by or imposed upon the holders thereof, and are not subject to preemptive rights or issued in violation of any purchase option, call option, right rights of first refusal, preemptive right, subscription right or any similar right under any provision of the applicable corporate laws of the State of Delawarerefusal created by statute, the Company Constituent Instruments articles of incorporation or any Contract (bylaws, each as defined in Section 3.05) to which the Company is a party or otherwise bound. There are not any bondsamended, debentures, notes or other indebtedness of 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 Stock or the common stock of any Company Subsidiary may vote (“Voting Company Debt”). Except as set forth above, as of the date of this Agreement, there are not any options, warrants, rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contracts, arrangements or undertakings of any kind agreement to which the Company or any Company Subsidiary is a party or by which it is bound. As of the date hereof, Company has reserved an aggregate of 2,000,000 shares of Company Common Stock for issuance to employees, consultants and directors pursuant to the Company Stock Option Plan, of which no shares have been issued pursuant to option exercises and 308,600 shares are subject to outstanding, unexercised Company Options. In addition, 556,747 shares of Company Common Stock are subject to Company Options that were granted prior to the adoption of the Company Stock Option Plan. Except as set forth in the preceding two sentences, Company has not issued or granted additional options under the Company Stock Option Plan or otherwise. Company has not issued or granted any direct stock purchases or awards, stock appreciation rights or performance units under the Company Stock Option Plan or otherwise. Except for the rights created pursuant to this Agreement and the Company Stock Option Plan and applicable option agreements, there are no other options, warrants, calls, rights, commitments or agreements of them any character to which Company is a party or by which it is bound (a) obligating the Company or any Company Subsidiary to issue, deliver deliver, sell, repurchase or sellredeem, or cause to be issued, delivered or delivered, sold, additional repurchased or redeemed, any shares of capital stock of Company or other equity interests inobligating Company to grant, extend, accelerate the vesting of, change the price of, or any security convertible or exercisable for or exchangeable into any capital stock of or other equity interest in, the Company or any Company Subsidiary or any Voting Company Debt, (b) obligating the Company or any Company Subsidiary to issue, grant, extend otherwise amend or enter into any such option, warrant, call, right, securitycommitment or agreement. Except for this Agreement and as provided by Section 5.10, commitmentthere are no contracts, Contractcommitments or agreements relating to voting, arrangement purchase or undertaking sale of Company's capital stock (i) between or among Company and any of its shareholders or (cii) that give between or among any person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights occurring to holders of the capital stock Company's shareholders. The terms of the Company or Stock Option Plan and Company Options permit the assumption of any Company Subsidiary. As all of the date of Company Options as provided in this Agreement, without the consent or approval of the holders of such securities, the Company's shareholders, or otherwise. True and complete copies of all agreements and instruments relating to Company Options or relating to or issued under the Company Stock Option Plan have been provided to Parent and such agreements and instruments have not been amended, modified or supplemented, and there are not no agreements to amend, modify or supplement such agreements or instruments, from the form provided to Parent in any particular case or generally. All outstanding contractual obligations of the Company to repurchase, redeem or otherwise acquire any shares of capital stock of the CompanyCompany Common Stock and all Company Options were issued in compliance with all applicable federal and state securities laws.

Capital Structure. The Upon the effectiveness of the Amended Charter (defined below), the authorized capital stock of the Shell Company consists shall consist of 1,000 100,000,000 ordinary shares of common stock$0.01 par value each. As of the date hereof, all of which (a) 50,000 ordinary shares are issued and outstanding, (b) no preference shares are issued and outstanding, and (c) no ordinary shares or preference shares are held by Shell Company in its treasury. Upon the effectiveness of the Amended Charter (defined below), (a) 5,000,000 ordinary shares will be issued and outstanding, (b) no preference shares will be issued and outstanding, and (c) no ordinary shares or preference shares will be held by Shell Company in its treasury. Except as set forth above, no shares of capital stock or other voting securities of the Shell Company are were issued, reserved for issuance or outstanding. The Company is Upon the sole record and beneficial owner of all effectiveness of the issued and outstanding capital stock of each Company Subsidiary. All Amended Charter (defined below), all outstanding shares of the capital stock of the Company Shell Company, and each Company Subsidiary are all such shares that may be issued prior to date, will be duly authorized, validly issued, fully paid and nonassessable and not nonassessable. None of the outstanding shares of capital stock are 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 the State of DelawareBritish Virgin Islands, the Shell Company Constituent Instruments or any Contract (as defined in Section 3.05) to which the Shell Company is a party or otherwise bound. There are not any bonds, debentures, notes or other indebtedness of Shell 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 Stock or the common stock of any Company Subsidiary Shell Company’s ordinary shares may vote (“Voting Shell Company Debt”). Except as set forth above, as As of the date of this Agreement, there are not any options, warrants, rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contracts, arrangements or undertakings of any kind to which the Shell Company or any Company Subsidiary is a party or by which any of them it is bound (a) obligating the Shell Company or any Company Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity interests in, or any security convertible or exercisable for or exchangeable into any capital stock of or other equity interest in, the Shell Company or any Company Subsidiary or any Voting Shell Company Debt, (b) obligating the Shell Company or any Company Subsidiary to issue, grant, extend or enter into any such option, warrant, call, right, security, commitment, Contract, arrangement or undertaking or (c) that give any person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights occurring to holders of the capital stock of the Company or of any Company SubsidiaryShell Company. As of the date of this Agreement, there are not any outstanding contractual obligations of the Shell Company to repurchase, redeem or otherwise acquire any shares of capital stock of Shell Company. The Ossen Shareholder list provided to Ossen is a current shareholder list and accurately reflects all of the issued and outstanding shares of Shell Company’s capital stock.

Capital Structure. (a) The authorized registered (authorized) share capital stock of the Company consists of 1,000 shares 30,000,000 Company Shares. At the close of common stockbusiness on September 12, all of which are 2011, (i) 17,264,805 Company Shares were issued and outstanding, including 1,959,093 Company Shares held by the Company in its treasury, and (ii) 5,642,815 Company Shares were reserved for issuance under Company Employee Plans, of which 1,634,924 were subject to outstanding options or the grant of rights to purchase Company Shares, 397,238 were restricted Company Shares and 708,533 Company Shares were available for future option or restricted share grants. Except as set forth above, at the close of business on September 12, 2011, no shares of capital stock or other voting securities of the Company are were 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 Company Shares are, and all such shares of that may be issued prior to the capital stock of the Company and each Company Subsidiary are Effective Time will be when issued, duly authorized, validly issued, fully paid and nonassessable and not subject to or issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the applicable corporate laws of the State of DelawareIsraeli Companies Law, the Company Constituent Instruments Charter Documents or any Contract (as defined in Section 3.05) to which the Company is a party or otherwise bound. There are not any 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 Stock or the common stock of any Company Subsidiary Shares may vote (“Voting Company Debt”). Except as set forth above, as of the date of this Agreement, there are not any no options, warrants, rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contracts, arrangements or undertakings of any kind to which the Company or any Company Subsidiary of its Subsidiaries is a party or by which any of them is bound (ai) obligating the Company or any Company Subsidiary of its Subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity interests in, or any security convertible or exercisable for or exchangeable into any capital stock of or other equity interest in, the Company or of any Company Subsidiary of its Subsidiaries or any Voting Company Debt, Debt or (bii) obligating the Company or any Company Subsidiary of its Subsidiaries to issue, grant, extend or enter into any such option, warrant, call, right, security, commitment, Contract, arrangement or undertaking or (c) that give any person 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 Subsidiaryundertaking. As of the date of this Agreement, there are not any no outstanding contractual obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any shares of capital stock of the CompanyCompany or any of its Subsidiaries.

Capital Structure. The authorized capital stock of the Company ----------------- consists of 1,000 (a) 200,000,000 shares of common stockCompany Common Stock, all of which 19,900,000 are issued and outstanding. Except outstanding as set forth aboveof the date of this Agreement, no and (b) 2,000,000 shares of capital stock or other voting securities Company Preferred Stock, (i) of the which 50,000 shares are designated Company are issuedClass A Preferred Stock, reserved for issuance or outstanding. The Company one of which is the sole record and beneficial owner of all of the issued and outstanding capital stock of each Company Subsidiary. All outstanding shares as of the capital stock date of the Company this Agreement, and each Company Subsidiary are duly authorized, validly issued, fully paid and nonassessable and not subject to or issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the applicable corporate laws of the State of Delaware, the Company Constituent Instruments or any Contract (as defined in Section 3.05) to which the Company is a party or otherwise bound. There are not any bonds, debentures, notes or other indebtedness of 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 Stock or the common stock of any Company Subsidiary may vote (“Voting Company Debt”). Except as set forth abovewhich, as of the date of this Agreement, there is convertible into 80,100,000 shares of Company Common Stock, and (ii) of which 50,000 are designated Class B Preferred Stock, $0.001 par value per share, none of which are outstanding as of the date hereof. All outstanding shares of Company Common Stock and Company Class A Preferred Stock have been duly authorized and validly issued and are fully paid and non-assessable and free of any liens or encumbrances other than any liens or encumbrances created by or imposed upon the holders thereof (including those arising under the Company Stockholders Agreement, the Company Rights Agreement and the Company's certificate of incorporation), and are not subject to preemptive rights or rights of first refusal created by statute, the certificate of incorporation or bylaws of the Company or any options, warrants, rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contracts, arrangements or undertakings of any kind agreement to which the Company or any Company Subsidiary is a party or by which it is bound, other than the Company Stockholders Agreement and the Company Rights Agreement. As of the date of this Agreement, there are 10,000,000 shares of Company Common Stock reserved for issuance under the Company Option Plan, of which 5,251,000 are subject to outstanding Company Options, none of which are or will be exercisable prior to the Effective Time. Except for the rights created pursuant to this Agreement, and the Company Options (and any stock option agreements issued in connection therewith) and other rights disclosed above in this Section 3.5 (including any rights under the Company Stockholders Agreement, the Company Option Plan or the Company Rights Agreement) and the Company Class A Preferred Stock, there are no options, warrants, calls, rights, commitments or agreements of them any character to which the Company is a party or by which it is bound (a) obligating the Company or any Company Subsidiary to issue, deliver or deliver, sell, repurchase or redeem or cause to be issued, delivered or delivered, sold, additional repurchased or redeemed, any shares of capital stock Company Capital Stock or other equity interests in, or any security convertible or exercisable for or exchangeable into any capital stock of or other equity interest in, the Company or any Company Subsidiary or any Voting Company Debt, (b) obligating the Company or any Company Subsidiary to issue, grant, extend extend, accelerate the vesting of, change the price of, or otherwise amend or enter into any such option, warrant, call, right, security, commitment, Contract, arrangement commitment or undertaking or (c) that give any person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights occurring to holders agreement. All shares of Company Common Stock issuable upon conversion of the Company Class A Preferred Stock or upon exercise of the Company Options described in this Section 3.5 will be, when issued pursuant to the respective terms of such Company Class A Preferred Stock or Company Options, as applicable, duly authorized, validly issued, fully paid and nonassessable. Other than the Company Stockholders Agreement, the Company Rights Agreement and the Company Option Plan (and any stock option agreements issued thereunder), there are no other contracts, commitments or agreements relating to voting, purchase or sale of the Company's capital stock (i) between or among the Company and any of its stockholders and (ii) to the knowledge of the Company or of ACN, between or among 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 Company's stockholders. All shares of outstanding Company Common Stock and Company Class A Preferred Stock and the Company Options were issued in compliance with all applicable federal and state securities laws.

Capital Structure. (i) The authorized capital stock of the Company ----------------- consists of 1,000 (i) 100,000,000 Shares and (ii) 10,000,000 shares of common preferred stock, all $1.00 par value per share. At the close of which are business on November 12, 1997: (i) 13,482,249 Shares were issued and outstanding. Except as set forth above, (ii) 2,258,887 Shares were reserved for issuance pursuant to the Stock Option Plan and those certain option agreements with respect to HFS Holdings, Inc. (which option agreements are described in Section 4.1(b) of the Disclosure Schedule), (iii) no Shares were held by the Company in its treasury and (iv) no shares of capital preferred 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 were issued and outstanding capital stock of each Company Subsidiaryoutstanding. All outstanding shares of the capital stock of the Company have been duly authorized and each Company Subsidiary are duly authorized, validly issued, and are fully paid and nonassessable and not subject to preemptive 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 the State of Delaware, the Company Constituent Instruments or any Contract (as defined in Section 3.05) to which the Company is a party or otherwise boundrights. There are not any bonds, No bonds debentures, notes or other indebtedness of the Company or any Subsidiary of 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 the stockholders of the Company Stock or any Subsidiary of the common Company may vote are issued or outstanding. Except as disclosed in Section 4.1(b) of the Disclosure Schedule, all the outstanding shares of capital stock of any each Subsidiary Corporation have been validly issued and are fully paid and nonassessable and are owned by the Company, by one or more wholly owned Subsidiaries of the Company Subsidiary may vote (“Voting or by the Company Debt”)and one or more such wholly owned Subsidiaries, free and clear of Liens. Except as set forth above, as above or in Section 4.1(b) of the date of Disclosure Schedule, and except for this Agreement, there are not any options, warrants, rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contracts, arrangements or undertakings of any kind to which neither the Company or nor any Company Subsidiary is a party or by which any of them is bound (a) obligating the Company has or, at or after the Effective Time will have, any Company Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity interests in, or any security convertible or exercisable for or exchangeable into any capital stock of or other equity interest in, the Company or any Company Subsidiary or any Voting Company Debt, (b) obligating the Company or any Company Subsidiary to issue, grant, extend or enter into any such outstanding option, warrant, call, subscription or other right, securityagreement or commitment which either (i) obligates the Company or any such Subsidiary to issue, commitmentsell or transfer, Contractrepurchase, arrangement redeem or undertaking otherwise acquire or (c) that give vote any person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights occurring to holders shares of the capital stock of the Company or any shares of any Company capital stock or other equity interests, as applicable, of such Subsidiary. As , (ii) restricts the voting, disposition or transfer 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 Company, or the capital stock or other equity interests of any Subsidiary of the Company. There are no outstanding stock appreciation rights or similar derivative securities or rights of the Company or any of its Subsidiaries. The Company has made available to Parent complete and correct copies of the Stock Option Plan and all forms of Options issued pursuant to the Stock Option Plan, including all amendments thereto. Section 4.1(b) of the Disclosure Schedule includes a complete and correct list setting forth as of the date hereof, (i) the number of Options outstanding, (ii) the dates on which such Options were granted and (iii) the exercise price of each outstanding Option.

Capital Structure. The (a) As of October 31, 2000, the authorized capital stock of the Company consists Commerce One consisted of 1,000 950,000,000 shares of common stock, all Commerce One Common Stock of which are 192,883,704 shares were issued and outstanding. Except as set forth above, no and 50,000,000 shares of capital stock or other voting securities undesignated Preferred Stock, $0.0001 par value ("COMMERCE ONE PREFERRED STOCK"), none of the Company are issued, reserved for issuance which were issued or outstanding. The Company is the sole record All such shares of Commerce One Common Stock have been duly authorized, and beneficial owner of all of the such issued and outstanding capital stock of each Company Subsidiary. All outstanding shares of the capital stock of the Company and each Company Subsidiary are duly authorized, have been validly issued, are fully paid and nonassessable and not subject to or issued in violation are free of any liens or encumbrances other than any liens or encumbrances created by or imposed upon the holders thereof. As of October 31, 2000, Commerce One has authorized 74,552,484 shares of Commerce One Common Stock for issuance, pursuant to its incentive, nonqualified, employee, and director stock and option or stock purchase optionplans (the "PLANS"), call option, right 44,476,360 of first refusal, preemptive right, subscription right or any similar right under any provision which were issuable upon exercise of the applicable corporate laws of the State of Delaware, the Company Constituent Instruments or any Contract (as defined in Section 3.05) to which the Company is a party or otherwise bound. There are not any bonds, debentures, notes or other indebtedness of 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 Stock or the common such outstanding stock of any Company Subsidiary may vote (“Voting Company Debt”). Except as set forth above, options as of the date such date. In addition, 9,256,000 other shares of this Agreement, there Commerce One Common Stock are not any optionsissuable pursuant to stock options (other than those described above), warrants, rights, convertible or exchangeable securities or other agreements outstanding as of October 31, 2000. Except as set forth in this Section 5.4(a) or as contemplated by this Agreement, as of October 31, 2000, there are no other options, warrants, calls, rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contracts, arrangements commitments or undertakings agreements of any kind character to which the Company or any Company Subsidiary Commerce One is a party or by which any of them it is bound (a) obligating the Company or any Company Subsidiary Commerce One to issue, deliver deliver, sell, repurchase or sellredeem, or cause to be issued, delivered or delivered, sold, additional repurchased or redeemed, any shares of capital stock or other equity interests in, or any security convertible or exercisable for or exchangeable into any the capital stock of or other equity interest in, the Company Commerce One or any Company Subsidiary securities convertible into or any Voting Company Debt, (b) exchangeable for capital stock of Commerce One or obligating the Company or any Company Subsidiary Commerce One to issue, grant, extend or enter into any such option, warrant, call, right, securitycommitment or agreement, commitmentincluding but not limited to any shareholder rights plan (collectively, Contract, arrangement or undertaking or (c) that give any person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights occurring to holders of the capital stock of the Company or of any Company Subsidiary"EQUITY RIGHTS"). As of the date of this Agreementhereof, there are not any outstanding contractual obligations of the Company to repurchase, redeem or otherwise acquire any no additional shares of capital stock of Commerce One Common Stock, Commerce One Preferred Stock or other shares issuable pursuant to the CompanyPlans or Equity Rights that represent a material change to the foregoing, and, from October 31, 2000 until the date hereof, there has not been declared, effected or established a record date for, and neither Commerce One nor Holdco has entered into an agreement providing for, a Section 11(a) Transaction, an Adjustment Event or a shareholder rights plan.

Capital Structure. The Upon the effectiveness of the Amended Charter (defined below), the authorized capital stock of the Shell Company consists shall consist of 1,000 100,000,000 ordinary shares of common stock$0.01 par value each. As of the date hereof, all of which (a) 50,000 ordinary shares are issued and outstanding, (b) no preference shares are issued and outstanding, and (c) no ordinary shares or preference shares are held by Shell Company in its treasury. Upon the effectiveness of the Amended Charter (defined below), (a) 5,000,000 ordinary shares will be issued and outstanding, (b) no preference shares will be issued and outstanding, and (c) no ordinary shares or preference shares will be held by Shell Company in its treasury. Except as set forth above, no shares of capital stock or other voting securities of the Shell Company are were issued, reserved for issuance or outstanding. The Company is Upon the sole record and beneficial owner of all effectiveness of the issued and outstanding capital stock of each Company Subsidiary. All Amended Charter (defined below), all outstanding shares of the capital stock of the Company Shell Company, and each Company Subsidiary are all such shares that may be issued prior to date, will be duly authorized, validly issued, fully paid and nonassessable and not nonassessable. None of the outstanding shares of capital stock are 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 the State of DelawareBritish Virgin Islands, the Shell Company Constituent Instruments or any Contract (as defined in Section 3.05) to which the Shell Company is a party or otherwise bound. There are not any bonds, debentures, notes or other indebtedness of Shell 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 Stock or the common stock of any Company Subsidiary Shell Company’s ordinary shares may vote (“Voting Shell Company Debt”). Except as set forth above, as As of the date of this Agreement, there are not any options, warrants, rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contracts, arrangements or undertakings of any kind to which the Shell Company or any Company Subsidiary is a party or by which any of them it is bound (a) obligating the Shell Company or any Company Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity interests in, or any security convertible or exercisable for or exchangeable into any capital stock of or other equity interest in, the Shell Company or any Company Subsidiary or any Voting Shell Company Debt, (b) obligating the Shell Company or any Company Subsidiary to issue, grant, extend or enter into any such option, warrant, call, right, security, commitment, Contract, arrangement or undertaking or (c) that give any person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights occurring to holders of the capital stock of the Company or of any Company SubsidiaryShell Company. As of the date of this Agreement, there are not any outstanding contractual obligations of the Shell Company to repurchase, redeem or otherwise acquire any shares of capital stock of Shell Company. The Square C Shareholder list provided to Square C is a current shareholder list and accurately reflects all of the issued and outstanding shares of Shell Company’s capital stock.

Capital Structure. (a) The authorized capital stock and outstanding Company Capital Stock and other Equity Interests of the Company consists as of 1,000 shares the date hereof and as of common stock, all of which are issued and outstanding. Except as immediately prior to the Reorganization is set forth above, no shares of capital stock or other voting securities on Section 3.03(a)(i) of the Company are issuedDisclosure Letter, reserved for issuance or outstanding. The Company is the sole record which includes a complete and beneficial owner of all accurate list of the issued Company’s equity holders and outstanding capital stock the number and type of shares or Equity Interests owned by each Company Subsidiarysuch equity holder. All outstanding shares of the capital stock of the outstanding Company and each Company Subsidiary are Capital Stock (w) has been duly authorized, validly issued, fully paid and nonassessable nonassessable, (x) is free and clear of any Liens, other than Liens on transfer imposed by applicable securities Laws, (y) was not subject to or issued in violation of any purchase option, or call option, right of first refusal, preemptive subscription right, subscription preemptive right or any similar right under any provision rights and (z) was issued in compliance with the Company’s organizational documents and applicable state and federal securities laws. Section 3.03(a)(ii) of the applicable corporate laws Disclosure Letter contains a complete and correct list of each outstanding Company Option as of the State date hereof, including (i) the holder, (ii) the date of Delawaregrant, (iii) the number of shares subject to such Company Constituent Instruments or any Contract Option at the time of grant, (as defined in Section 3.05iv) the number of shares subject to which the such Company is a party or otherwise bound. There are not any bonds, debentures, notes or other indebtedness of 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 Stock or the common stock of any Company Subsidiary may vote (“Voting Company Debt”). Except as set forth above, Option as of the date of this Agreement, there are not any options, warrants, rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contracts, arrangements or undertakings of any kind to which (v) the Company or any Company Subsidiary is a party or by which any of them is bound (a) obligating the Company or any Company Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity interests in, or any security convertible or exercisable for or exchangeable into any capital stock of or other equity interest in, the Company or any Company Subsidiary or any Voting Company Debtexercise price per share, (bvi) 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 vesting schedule (c) that give any person including the right to receive any economic benefit or right similar to or derived from the economic benefits number of vested and rights occurring to holders of the capital stock of the Company or of any Company Subsidiary. As unvested shares as of the date of this Agreement), (vii) whether such Company Option constitutes an “incentive stock option” within the meaning of Section 422 of the Code, (viii) the date on which such Company Option expires and (ix) any accelerated vesting provisions (including specifying whether the vesting of such Company Option shall be subject to any acceleration in connection any of the transactions contemplated by this Agreement). Each Company Option (i) was granted in compliance with applicable Law, (ii) was granted under the 2014 Equity Plan with an exercise price equal to no less than the fair market value of the underlying shares on the applicable grant date as determined by the Company’s board of directors in good faith, and (iii) is not subject to Section 409A of the Code. There have been no audits or investigations, including internal investigations, relating to the Company’s equity awards or grant practices (including option backdating). Except as set forth in Sections 3.03(a)(i) and (a)(ii) of the Disclosure Letter, there are not no outstanding preemptive rights, calls, options, warrants, convertible securities, subscription rights, conversion rights, exchange rights or other rights, agreements, arrangements or commitments of any outstanding contractual obligations character relating to the issued or unissued Equity Interests of the Company that require or would require the Company to repurchaseissue, redeem sell or otherwise acquire transfer any shares of capital stock Equity Interests in the Company. The Company does not own, directly or indirectly, any Equity Interests in any Person except for all authorized and issued Equity Interests of the CompanyContributor and Merger Sub prior to the Reorganization. The Company is not, directly or indirectly, a participant in any joint venture, partnership, limited liability company or similar arrangement.

Capital Structure. The Company is authorized capital stock of the Company consists of 1,000 to issue 20,000,000 shares of common stockstock (“Company Common Stock”) and 5,000,000 shares of preferred stock (“Company Preferred Stock”, all together with the Company Common Stock, the “Company Shares”). As of which the date of this Agreement, (A) 12,500,000 shares of Company Common Stock are issued and outstanding. Except as set forth above, (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 stock or other voting securities shares 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 and each Company Subsidiary are duly authorized, validly issued, fully paid and nonassessable and not subject to or issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the applicable corporate laws of the State of Delaware, the Company Constituent Instruments or any Contract (as defined in Section 3.05) to which the Company is a party or otherwise bound. There are not any 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 capital shares having the right to vote) on any matters on which holders of Company Stock or the common stock of any Company Subsidiary Shares may vote (“Voting Company Debt”). Except as set forth above, as of in the date of this AgreementCompany Disclosure Letter, there are not any no options, warrants, rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contracts, arrangements or undertakings of any kind to which the Company or any Company Subsidiary is a party or by which any of them it is bound (ai) obligating the Company or any Company Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, additional capital shares of capital stock or other equity interests in, or any security convertible or exercisable for or exchangeable into any capital stock of shares or other equity interest in, the Company or any Company Subsidiary or any Voting Company Debt, (bii) obligating the Company or any Company Subsidiary to issue, grant, extend or enter into any such option, warrant, call, right, security, commitment, Contract, arrangement or undertaking or (ciii) that give any person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights occurring to holders of the capital stock shares of the Company or of any Company SubsidiaryCompany. As of the date of this Agreement, there are not any 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 capital stock of the Company consists of 1,000 60,000,000 Shares and 20,000,000 shares of common Preferred Stock, par value $0.0001 per share (the "Preferred Stock"), of which 18,960,655 Shares and no shares of Preferred Stock were outstanding as of the close of business on the date hereof. All of the outstanding Shares have been duly authorized and are validly issued, fully paid and nonassessable. Other than 3,112,646 Shares reserved for issuance under the Company's plans disclosed in Section 5.1(b)(i) of the Company Disclosure Letter (the "Stock Plans"), the Top-Up Option, and that certain Warrant dated as of the date hereof issued by the Company to Finance Corp. (the "Warrant"), the Company has no Shares reserved for issuance. Section 5.1(b)(i) of the Company Disclosure Letter contains a correct and complete list of options, restricted stock, all and other stock under the Stock Plans, including the holder, date of which are issued grant, number of Shares and outstandingexercise price. Except as set forth above, no Each of the outstanding 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 each of the issued and outstanding capital stock of each Company Subsidiary. All outstanding shares of the capital stock of the Company and each Company Subsidiary are Company's Subsidiaries is duly authorized, validly issued, fully paid and nonassessable and not subject to owned by the Company or issued in violation by a direct or indirect wholly-owned Subsidiary of the Company, free and clear of any purchase optionliens, call optioncharges, right pledges, security interests, claims or other encumbrances, except any encumbrances for Taxes or other governmental charges that are not yet due and payable and liens under the Loan Agreement (each, a "Lien"). Except as set forth above, for the Top-Up Option and the Warrant, or as set forth in Section 5.1(b)(i) of first refusalthe Company Disclosure Letter, there are no preemptive rightor other outstanding rights, subscription right options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements, calls, commitments or rights of any kind that obligate the Company or any similar right under of its Subsidiaries to issue or sell any provision shares of capital stock or other securities of the applicable corporate laws Company or any of its Subsidiaries or any securities or obligations convertible or exchangeable into or exercisable for, or giving any Person a right to subscribe for or acquire, any securities of the State of Delaware, the Company Constituent Instruments or any Contract (as defined of its Subsidiaries, and no securities or obligations evidencing such rights are authorized, issued or outstanding. Upon any issuance of any Shares in Section 3.05) accordance with the terms of the Stock Plans, such Shares will be duly authorized, validly issued, fully paid and nonassessable and free and clear of any Liens. Upon any issuance of Shares pursuant to which the Top-Up Option and the Warrant, such Shares will be duly authorized, validly issued fully paid and nonassessable and free and clear of any Liens. The Company is a party or otherwise bound. There are does not have outstanding any bonds, debentures, notes or other indebtedness obligations the holders of Company or any Company Subsidiary having which have the right to vote (or convertible into, into or exchangeable for, exercisable for securities having the right to vote) with the stockholders of the Company on any matters on matter. The Company does not have any rights agreement or similar agreement with respect to its Preferred Stock. Section 5.1(b)(ii) of the Company Disclosure Letter sets forth (A) each of the Company's Subsidiaries and the ownership interest of the Company in each such Subsidiary, as well as the ownership interest of any other Person or Persons in each such Subsidiary and (B) the Company's or its Subsidiaries' capital stock, equity interest or other direct or indirect ownership interest in any other Person other than securities in a publicly traded company held for investment by the Company or any of its Subsidiaries and consisting of less than 1% of the outstanding capital stock of such company. The Company does not own, directly or indirectly, any voting interest in any Person, the acquisition of which holders would require an additional filing by Parent under the Hxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act"). Each Company Option, in all material respects, (A) was granted in compliance with all applicable Laws and all of the terms and conditions of the Company Stock Plan pursuant to which it was issued, (B) qualifies for the tax and accounting treatment afforded to such Company Option in the Company's Tax returns and the Company Reports, respectively, (C) was otherwise properly disclosed in the Company Reports filed on or the common stock of any Company Subsidiary may vote (“Voting Company Debt”). Except as set forth above, as of prior to the date of this Agreement, there are not any options, warrants, rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contracts, arrangements or undertakings Agreement and (D) has an exercise price at least equal to the fair market value of any kind a Share on a date no earlier than the date of the corporate action authorizing the grant and has a grant date identical to which the date of the corporate action authorizing the grant. The Company has provided to the Parent correct and complete copies of the Stock Plans and the forms of all agreements evidencing the Company or any Company Subsidiary is a party or Options. Except for the consents contemplated by which any clause (m) of them is bound (a) obligating the Company or any Company Subsidiary to issueExhibit 1, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity interests in, or any security convertible or exercisable for or exchangeable into any capital stock of or other equity interest in, the Company or any Company Subsidiary or any Voting Company Debt, (b) obligating the Company or any Company Subsidiary to issue, grant, extend or enter into any such option, warrant, call, right, security, commitment, Contract, arrangement or undertaking or (c) that give any person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights occurring to holders no consent of the capital stock of the Company or holder of any Company Subsidiary. As of Option is required in connection with the date of this Agreementactions contemplated by Section 4.3(a), there are not any outstanding contractual obligations of and such actions so contemplated comport with the Stock Plans and the underlying agreements evidencing the Company to repurchase, redeem or otherwise acquire any shares of capital stock of the CompanyOptions.

Capital Structure. The (a) Capitalization of the Company. (i) As of the date of this Agreement, the authorized capital stock of the Company consists of 1,000 6,000,000 shares of common stock, all of which shares are issued and outstandingoutstanding and comprise the Shares, and all of which are held by the Shareholders. Except as set forth above, no shares of capital stock or other voting securities (ii) All 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 and each Company Subsidiary Shares are duly authorized, validly issued, fully paid and nonassessable non-assessable and are free of any Encumbrances, and, except as set forth in the Company Articles, are not subject to preemptive rights or issued in violation of any purchase option, call option, right rights of first refusalrefusal created by statute, preemptive right, subscription right the Organizational Documents of the Company or any similar right under any provision of the applicable corporate laws of the State of DelawareShareholders, the Company Constituent Instruments or any Contract (as defined in Section 3.05) to which the Company is a party or otherwise bound. There are not any bonds, debentures, notes or other indebtedness of 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 Stock or the common stock of any Company Subsidiary may vote (“Voting Company Debt”). Except as set forth above, as of the date of this Agreement, there are not any options, warrants, rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contracts, arrangements or undertakings of any kind to which the Company or any Company Subsidiary of the Shareholders is a party or by which any of them is bound (a) obligating the Company or any the Shareholders are bound. (iii) Except for this Agreement and the Company Subsidiary Articles, there are no contracts, commitments or agreements relating to issuevoting, deliver purchase or sell, or cause to be issued, delivered or sold, additional sale of shares of capital stock or other equity interests in, or any security convertible or exercisable for or exchangeable into any capital stock of or other equity interest in, the Company (A) between or among the Company and any of the Shareholders; or (B) between or among any of the Shareholders. (iv) All issued and outstanding Shares and rights to acquire shares of the Company Subsidiary were issued in compliance with all Applicable Law, including pursuant to valid exemptions from registration under the Securities Act. (v) There are no, and at the Closing there will not be, accrued or any Voting Company Debt, unpaid dividends on Shares. (b) obligating Schedule 1.1(a) sets forth, with respect to each Shareholder, (i) the Company or any Company Subsidiary to issuenumber and class of Shares that such Person holds, grant, extend or enter into any (ii) the address and country of residence of such option, warrant, call, right, security, commitment, Contract, arrangement or undertaking or Person. (c) that give any person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights occurring to holders All of the capital stock information contained in the Payment Schedule is accurate and complete, and, except as set forth on the Payment Schedule, no other Person has any right, title or claim to any Transaction Consideration. The allocation of the Transaction Consideration as set forth in the Payment Schedule complies and is in accordance with the Organizational Documents of the Company or of any Company Subsidiaryand Applicable Law. As (d) (i) none of the date issued and outstanding Shares are subject to any preemptive right, right of participation, or similar right; (ii) other than the rights created pursuant to this Agreement, there are not any outstanding contractual obligations none of the Company issued and outstanding Shares are subject to repurchase, redeem any right of repurchase or otherwise acquire any shares of capital stock of the Company.first refusal or similar

Capital Structure. The authorized share capital stock of the Company consists of 1,000 Seven Million Five Hundred Thousand (7,500,000) shares of stock consisting of Seven Million Five Hundred Thousand (7,500,000) shares of common stock, all stock of which Seven Million Four Hundred and One Thousand Five Hundred (7,401,500) shares are issued and outstanding. Except as set forth above, no 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 and each Company Subsidiary are duly authorized, validly issued, fully paid and nonassessable non-assessable and not subject to or issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the applicable corporate laws of the State its state of Delawareincorporation, the Company Constituent Instruments Charter Documents or any Contract (as defined in Section 3.053.04) to which the Company is a party or otherwise bound. There Except as disclosed in the Company Disclosure Schedule, there are not any 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 Stock or the common stock of any Company Subsidiary Shares may vote (“Voting Company Debt”). Except as set forth aboveherein, as of the date of this Agreement, there are not any no options, warrants, rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contracts, arrangements or undertakings of any kind to which the Company or any Company Subsidiary is a party or by which any of them the Company is bound (ai) obligating the Company or any Company Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity interests in, or any security convertible or exercisable for or exchangeable into any shares or capital stock of or other equity interest in, the Company or any Company Subsidiary or any Voting Company Debt, (bii) obligating the Company or any Company Subsidiary to issue, grant, extend or enter into any such option, warrant, call, right, security, commitment, Contract, arrangement or undertaking or (ciii) that give any person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights occurring to holders of the capital stock of the Company shares 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 Company.

Capital Structure. The As of the date hereof, Part 2.4 of Annex 3 states (i) the correct name of each Subsidiary, its jurisdiction of incorporation and the percentage of its Equity Interests having voting powers owned by each Person, (ii) the name of each of the Company's corporate Affiliates (excluding Persons other than the Company and its Subsidiaries that are controlled by Xxxxxxxxxx or Quilvest American Equity, Ltd.) and the nature of the affiliation and (iii) the number of authorized capital stock and issued Equity Interests (and treasury shares) of the Company consists that are owned by Affiliates, directors or employees of 1,000 shares the Company and the number of common stock, authorized and issued Equity Interests (including treasury shares) of each Subsidiary. The Company has good title to all of which are the shares it purports to own of the Equity Interests of each of its Subsidiaries, free and clear in each case of any Lien other than Permitted Liens. All such Equity Interests have been duly issued and outstandingare fully paid and non-assessable. Except as set forth abovedisclosed on Part 2.4 of Annex 3, no shares since the date of capital stock or other voting securities the financial statements of the Company are issuedreferred to in Section 2.8 hereof, reserved for issuance the Company has not made, or outstanding. The Company is the sole record and beneficial owner of all obligated itself to make, any Distribution except those permitted pursuant to Section 4.6 of the issued and Note Agreement. Except at set forth on Part 2.4 of Annex 3, there are no outstanding capital stock options to purchase, or any rights or warrants to subscribe for, or any commitments or agreements to issue or sell, or any Equity Interests or obligations convertible into, or any powers of each Company Subsidiary. All outstanding attorney relating to, shares of the capital stock of the Company and each Company Subsidiary are duly authorized, validly issued, fully paid and nonassessable and not subject to or issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the applicable corporate laws of the State of Delaware, the Company Constituent Instruments or any Contract (as defined in Section 3.05) to which the Company is a party or otherwise bound. There are not any bonds, debentures, notes or other indebtedness of 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 Stock or the common stock of any Company Subsidiary may vote (“Voting Company Debt”)its Subsidiaries. Except as set forth above, as on Part 2.4 of the date of this AgreementAnnex 3, there are not any options, warrants, rights, convertible no outstanding agreements or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contracts, arrangements or undertakings instruments binding upon the holders of any kind to which the Company or any Company Subsidiary is a party or by which any of them is bound (a) obligating the Company or any Company Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity interests in, or any security convertible or exercisable for or exchangeable into any capital stock of or other equity interest in, the Company or any Company Subsidiary or any Voting Company Debt, (b) obligating the Company or any Company Subsidiary to issue, grant, extend or enter into any such option, warrant, call, right, security, commitment, Contract, arrangement or undertaking or (c) that give any person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights occurring to holders of the capital stock of the Company or of any Company Subsidiary. 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 Company's Equity Interests relating to the ownership of its Equity Interests.

Capital Structure. The authorized capital stock of the Company consists of 1,000 75,000,000 shares of common Common Stock and 5,000,000 shares of preferred stock, all par value $.01 per share (the "Preferred Stock"). At the time of which are execution of this Agreement, (i) 37,711,424 shares of Common Stock were issued and outstanding, including associated Preferred Share Purchase Rights (the "Rights") issued pursuant to the Rights Agreement, dated as of April 15, 1996 (the "Rights Agreement"), between the Company and Continental Stock Transfer and Trust Company, as Rights Agent (the "Rights Agent"), (ii) no shares of Preferred Stock were issued and outstanding, (iii) 2,343,900 shares of Common Stock were held by the Company in its treasury or by any of the Company's subsidiaries, and (iv) 5,161,716 shares of Common Stock were reserved for issuance pursuant to outstanding Company Options. Except as set forth above, at the time of execution of this Agreement, 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 are, and each Company Subsidiary are all shares which may be issued pursuant to the Stock Plans will be, when issued, duly authorizedautho- rized, validly issued, fully paid and nonassessable and not subject to or issued in violation of any purchase optionpreemptive rights. Other than the Shares, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the applicable corporate laws of the State of Delaware, the Company Constituent Instruments or any Contract (as defined in Section 3.05) to which the Company is a party or otherwise bound. There there are not any bonds, debentures, notes or other indebtedness or secu- rities of the Company or any Company Subsidiary having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders shareholders of the Company Stock or the common stock of any Company Subsidiary may vote (“Voting Company Debt”)vote. Except as set forth above, as above and in Section 4.1(c) of the date of this AgreementDisclo- sure Schedule, there are not any securities, options, warrants, calls, rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contractsagreements, arrangements or undertakings under- takings of any kind to which the Company or any Company Subsidiary of its subsid- iaries is a party or by which any of them is bound (a) obligating the Company or any Company Subsidiary of its subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity interests in, voting securities of the Com- pany or of any security convertible of its subsidiaries or exercisable for or exchangeable into any capital stock of or other equity interest in, the Company or any Company Subsidiary or any Voting Company Debt, (b) obligating the Company or any Company Subsidiary of its subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, security, commitment, Contractagreement, arrangement or undertaking undertaking. There are no outstand- ing rights, commitments, agreements, arrangements or (c) that give undertak- ings of any person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights occurring to holders of the capital stock of kind obligating the Company or any of any Company Subsidiary. As of the date of this Agreement, there are not any outstanding contractual obligations of the Company its subsid- iaries to repurchase, redeem or otherwise acquire any shares of capital stock or other voting securities of the CompanyCompany or any of its subsidiaries or any securities of the type described in the two immediately preceding sentences (other than in connec- tion with the exercise of outstanding Company Options). The Company has delivered to Parent complete and correct copies of the Stock Plans and all forms of Company Options. Section 4.1(c) of the Disclosure Schedule sets forth a complete and accurate list of all Company Options outstanding as of the date of this Agreement and the exercise price of each outstanding Company Option.

Capital Structure. The authorized capital stock of the Company consists of 1,000 190,000,000 Shares, of which 113,596,899 Shares were outstanding (including issued shares of common unvested restricted stock) as of the close of business on September 30, all 2011. All of the outstanding Shares have been duly authorized and are validly issued, fully paid and nonassessable. As of September 30, 2011, other than 17,484,412 Shares reserved for issuance under the Company Equity Compensation Plan and the ESPP (together, the “Stock Plans”), the Company has no Shares reserved for issuance. Section 5.1(b)(i) of the Company Exceptions Letter contains a correct and complete list as of the date of this Agreement of outstanding Company Options, Restricted Shares and RSUs, including for each award (as applicable) the holder (the specific identity of whom may be redacted to the extent required by applicable Laws), type of award, number of Shares, the country in which are issued the holder resides, applicable Stock Plan, vesting commencement date, vesting schedule and outstandingexercise price with respect to Company Options. Except as set forth abovein Section 5.1(b) of the Company Exceptions Letter, no each of the outstanding shares of capital stock or other voting equity securities of each of the Company’s Subsidiaries is duly authorized, validly issued, fully paid and nonassessable and, except for directors’ qualifying shares listed in Section 5.1(b) of the Company Exceptions Letter, owned by the Company or by a direct or indirect wholly owned Subsidiary of the Company, free and clear of any lien, charge, pledge, security interest, claim or other encumbrance (each, a “Lien”) except for such transfer restrictions of general applicability as may be provided under the Securities Act and other applicable securities Laws. Except as set forth above or as described in Section 5.1(b) of the Company Exceptions Letter, there are no preemptive or other outstanding rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements, calls, commitments or rights of any kind that obligate the Company or any of its Subsidiaries to issue or sell any shares of capital stock or other equity securities of the Company or any of its Subsidiaries or any securities or obligations convertible or exchangeable into or exercisable for, or giving any Person a right to subscribe for or acquire, any equity securities of the Company or any of its Subsidiaries, and no securities or obligations evidencing such rights are issuedauthorized, reserved for issuance issued or outstanding. The Company is Upon any issuance of any Shares in accordance with the sole record and beneficial owner of all terms of the issued and outstanding capital stock of each Company Subsidiary. All outstanding shares of the capital stock of the Company and each Company Subsidiary are Stock Plans, such Shares will be duly authorized, validly issued, fully paid and nonassessable and not subject to or issued in violation free and clear of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the applicable corporate laws of the State of Delaware, the Liens. The Company Constituent Instruments or any Contract (as defined in Section 3.05) to which the Company is a party or otherwise bound. There are does not have outstanding any bonds, debentures, notes or other indebtedness obligations the holders of Company or any Company Subsidiary having which have the right to vote (or convertible into, into or exchangeable for, exercisable for securities having the right to vote) with the shareholders of the Company on any matters on which holders of Company Stock or the common stock of any Company Subsidiary may vote (“Voting Company Debt”)matter. Except as set forth above, as of the date For purposes of this Agreement, there are not any options, warrants, rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contracts, arrangements or undertakings of any kind to which the Company or any Company a wholly owned Subsidiary is a party or by which any of them is bound (a) obligating the Company or any Company Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity interests in, or any security convertible or exercisable for or exchangeable into any capital stock of or other equity interest in, the Company or any Company Subsidiary or any Voting Company Debt, (b) obligating the Company or any Company Subsidiary to issue, grant, extend or enter into any such option, warrant, call, right, security, commitment, Contract, arrangement or undertaking or (c) that give any person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights occurring to holders of the capital stock of the Company or of shall include any Company Subsidiary. As of the date of this Agreement, there are not any outstanding contractual obligations Subsidiary of the Company to repurchase, redeem or otherwise acquire any of which all of the shares of capital stock of such Subsidiary, other than director qualifying shares listed in Section 5.1(b) of the Company Exceptions Letter, are owned by the Company (or a wholly owned Subsidiary of the Company).

Capital Structure. The authorized capital stock of the Company consists of 1,000 shares of common stock2,000,000 Ordinary Shares, all of which are there were issued and outstandingoutstanding as of the Effective Date 739,276 Ordinary Shares. Except as set forth above, There are no other outstanding shares of capital stock or other voting securities and no outstanding commitments to issue any shares of capital stock or voting securities other than pursuant to the exercise of options outstanding as of the Effective Date to purchase Ordinary Shares under the Company's S01 and SO2 Share Option Scheme (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 SubsidiaryStock Option Plan"). All outstanding shares of the Company's capital stock of the Company and each Company Subsidiary are duly authorized, validly issued, fully paid and nonassessable non-assessable and are free of any liens or encumbrances other than any liens or encumbrances created by or imposed upon the holders thereof, and are not subject to preemptive rights or issued in violation of any purchase option, call option, right rights of first refusalrefusal created by statute, preemptive right, subscription right the Articles of Association of the Company or any similar right under any provision of the applicable corporate laws of the State of Delaware, the Company Constituent Instruments or any Contract (as defined in Section 3.05) agreement to which the Company is a party or otherwise by which it is bound. There are not any bondsAll outstanding Ordinary Shares and options to purchase Ordinary Shares of the Company were issued in compliance with all applicable UK and U.S. federal and state securities laws. As of the close of business on the Effective Date, debenturesoptions to purchase 130,858 Ordinary Shares pursuant to the Company Stock Option Plan were outstanding. Section 4.3 of the Company Disclosure Schedule sets forth the number of outstanding options and all other rights to acquire shares of the Company's capital stock pursuant to the Company Stock Option Plan or otherwise and the exercise price therefor. Except (i) for the rights created pursuant to this Agreement, notes or other indebtedness of Company or any Company Subsidiary having (ii) for the Company's right to vote (or convertible into, or exchangeable for, securities having repurchase any unvested shares under the right to vote) on any matters on which holders of Company Stock or the common stock of any Company Subsidiary may vote Option Plan and (“Voting Company Debt”). Except iii) as set forth above, as in this Section 4.3 and Section 4.3 of the date of this AgreementCompany Disclosure Schedule, there are not any no options, warrants, calls, rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contracts, agreements or arrangements or undertakings of any kind character to which the Company or any Company Subsidiary is a party or by which the Company or any of them Subsidiary is bound (a) relating to the issued or unissued capital stock of the Company or any Subsidiary or obligating the Company or any Company Subsidiary to issue, deliver deliver, sell, repurchase or sellredeem, or cause to be issued, delivered or delivered, sold, additional repurchased or redeemed, any shares of capital stock or other equity interests in, or any security convertible or exercisable for or exchangeable into any capital stock of or other equity interest in, the Company or any Company Subsidiary or any Voting Company Debt, (b) obligating the Company or any Company Subsidiary to issue, grant, extend extend, accelerate the vesting of, change the price of, or otherwise amend or enter into any such option, warrant, call, right, securitycommitment or agreement. There are no contracts, commitmentcommitments or agreements relating to voting, Contract, arrangement purchase or undertaking or (c) that give any person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights occurring to holders sale of the Company's capital stock (i) between or among the Company and any of its shareholders and (ii) to the actual knowledge (having made no independent inquiry) of the Principal Shareholders', between or among any of the Company's shareholders. The terms of all outstanding stock options of the Company provide, or of any Company Subsidiary. As will provide, as of the date Closing, that such options shall terminate effective immediately prior to the Closing Date. True and complete copies of this Agreementall agreements and instruments relating to or issued under the Company Stock Option Plan have been made available to Offeror and such agreements and instruments have not been amended, modified or supplemented, and there are not no agreements to amend, modify or supplement such agreements or instruments in any outstanding contractual obligations case from the form made available to Offeror, except that Offeror understands such agreements will be amended to provide that the options to purchase the Company's Ordinary Shares shall terminate upon the Closing without any further action of the Company to repurchase, redeem or otherwise acquire any shares of capital stock of the Companyoption holder.

Capital Structure. The authorized capital stock of the Company consists of 1,000 Twenty Thousand Eight Hundred Thirty-Four (20,834) shares of Class A common stock, all of which no shares are issued and outstanding. Except as set forth above, and One Hundred Four Thousand One Hundred Sixty-Six (104,166) shares of Class B common stock, of which Fifty-Three Thousand Six Hundred Eighty-Three (53,683) shares are issued and outstanding (the “Company Shares”), and no shares of capital stock preferred stock. All Company Shares have been duly authorized and validly issued, are fully paid and nonassessable, and were issued in compliance with applicable federal and state securities laws. There are no outstanding options, warrants, calls, conversion rights, commitments, agreements, contracts, understandings, restrictions, arrangements, or other voting securities rights of any character to which the Company are issued, reserved for issuance or outstanding. The its subsidiary is a party or by which the Company is or its subsidiary may be bound entitling the sole record and beneficial owner of all of the issued and outstanding capital stock of each Company Subsidiary. All outstanding holder thereof to purchase or acquire shares of the capital stock of the Company and each Company Subsidiary are duly authorized, validly issued, fully paid and nonassessable and not subject to or issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right its subsidiary or any similar right under any provision of the applicable corporate laws of the State of Delaware, the Company Constituent Instruments or any Contract (as defined in Section 3.05) to which the Company is a party or otherwise bound. There are not any bonds, debentures, notes or other indebtedness of 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 Stock or the common stock of any Company Subsidiary may vote (“Voting Company Debt”). Except as set forth above, as of the date of this Agreement, there are not any options, warrants, rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contracts, arrangements or undertakings of any kind to which the Company or any Company Subsidiary is a party or by which any of them is bound (a) obligating the Company or any Company Subsidiary its subsidiary to issue, deliver deliver, or sell, or cause to be issued, delivered delivered, or sold, additional shares of capital stock or other equity interests in, or any security convertible or exercisable for or exchangeable into any the capital stock of or other equity interest in, the Company or any Company Subsidiary its subsidiary, or any Voting Company Debt, (b) obligating the Company or any Company Subsidiary its subsidiary to issue, grant, extend extend, or enter into any such option, warrant, call, conversion right, security, commitment, Contractagreement, arrangement contract, understanding, restriction, arrangement, or undertaking right. Neither the Company nor its subsidiary has granted or (c) that give issued any person options entitling the right holder thereof to receive any economic benefit or right similar to or derived from the economic benefits and rights occurring to holders purchase shares of the capital stock of the Company or its subsidiary. Neither the Company nor its subsidiary has outstanding any bonds, debentures, notes, or other indebtedness the holders of which have the right to vote (or convertible or exercisable into securities having the right to vote) with holders of Company Shares or its subsidiary on any Company Subsidiarymatter. As The Shareholders are the lawful record and beneficial owners of all of the date outstanding Company Shares, each Shareholder so owning the Company Shares shown as owned by such Shareholder on Schedule 4.2 and having valid title thereto, free and clear of this Agreementall liens, there are not any outstanding contractual obligations pledges, encumbrances, security interests, restrictions on transfer (other than restrictions under federal and state securities laws or the Xxxxx Xxxxxx Enterprises, Inc. Shareholder Agreement dated June 1, 2001, claims, and equities of every kind. All of the Company to repurchase, redeem or otherwise acquire any outstanding shares of capital stock of the Company’s subsidiary are duly authorized and validly issued, are fully paid and nonassessable, and were issued in compliance with applicable federal and state securities laws and all such shares are owned by the Company free and clear of all liens, pledges, encumbrances, security interests, restrictions on transfer (other than restrictions under federal and state securities laws), claims, and equities of every kind. Except for this Agreement, there are no outstanding warrants, options, or rights of any kind to acquire from such Shareholders the Company Shares.

Capital Structure. The authorized capital stock of the Company Gateway consists of 1,000 10,000,000 shares of common stock, all par value $0.001 per share, and 1,000,000 shares of preferred stock, par value $0.01 per share, of which are there were issued and outstanding as of the close of business on the date hereof, 4,192,106 shares of common stock and no shares of preferred stock. Upon compliance by Gateway with Section 5.2(a), the authorized capital stock of Gateway shall be 300,000,000 shares of common stock, and 1,000,000 shares of preferred stock. Subject to Gateway’s compliance with Section 5.2(a), the 120,000,000 shares of common stock of Gateway to be issued pursuant to the Placement have been duly authorized by all necessary corporate action and, when issued in accordance with the terms hereof, shall be validly issued and outstanding, and nonassessable. Except as set forth above, There are no other outstanding shares of capital stock or other voting securities and no outstanding commitments to issue any shares 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 Subsidiaryor voting securities after the date hereof. All outstanding shares of the capital common stock of the Company and each Company Subsidiary Gateway are duly authorized, validly issued, fully paid and nonassessable and are free of any liens or encumbrances other than any liens or encumbrances created by or imposed upon the holders thereof, and are not subject to preemptive rights or issued in violation of any purchase option, call option, right rights of first refusalrefusal created by statute, preemptive right, subscription right the Certificate of Incorporation or Bylaws of Gateway or any similar right under any provision of the applicable corporate laws of the State of Delaware, the Company Constituent Instruments or any Contract (as defined in Section 3.05) agreement to which the Company is a party or otherwise bound. There are not any bonds, debentures, notes or other indebtedness of 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 Stock or the common stock of any Company Subsidiary may vote (“Voting Company Debt”). Except as set forth above, as of the date of this Agreement, there are not any options, warrants, rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contracts, arrangements or undertakings of any kind to which the Company or any Company Subsidiary Gateway is a party or by which it is bound. Except for the rights created pursuant to this Agreement, there are no other options, warrants, calls, rights, commitments or agreements of any of them character to which Gateway is a party or by which it is bound (a) obligating the Company or any Company Subsidiary Gateway to issue, deliver deliver, sell, repurchase or sellredeem, or cause to be issued, delivered or delivered, sold, additional repurchased or redeemed, any shares of capital stock of Gateway or other equity interests inobligating Gateway to grant, extend, accelerate the vesting and/or repurchase rights of, change the price of, or any security convertible or exercisable for or exchangeable into any capital stock of or other equity interest in, the Company or any Company Subsidiary or any Voting Company Debt, (b) obligating the Company or any Company Subsidiary to issue, grant, extend otherwise amend or enter into any such option, warrant, call, right, securitycommitment or agreement. There are no contracts, commitmentcommitments or agreements relating to voting, Contract, arrangement purchase or undertaking or (c) that give any person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights occurring to holders sale of the Gateway’s capital stock (i) between or among Gateway and any of its stockholders and (ii) to the Company best of Gateway’s knowledge, between or among any 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 CompanyGateway’s stockholders.

Capital Structure. (a) The authorized share capital stock of the Company consists of 1,000 5,000,000 ordinary shares having a par value of common stockBD1.00 per share, all of which 3,000,000 of such shares are issued and outstanding. Except outstanding as set forth above, no shares of capital stock or other voting securities of the Company are issueddate hereof, reserved for issuance or outstanding. The Company is the sole record and beneficial owner of all of the which issued and outstanding capital stock shares are recorded and duly registered in the Company’s register of each shareholders in the name of FEDS Acquisition (the “Company SubsidiaryShares”). All outstanding shares issued Company Shares are validly issued and fully paid, have been issued in compliance with applicable Legal Requirements, and, without limiting the provisions of the capital stock of the Company and each Company Subsidiary Section 4.5(b) below, are duly authorized, validly issued, fully paid and nonassessable and not subject to or issued in violation any rights of any purchase optionpre-emption, call optionredemption, repurchase, right of first refusal, preemptive co-sale right, subscription right of participation, right of first offer, option or other restriction on transfer, including without limitation any similar right such rights that may arise or have existed under any provision the Memorandum of the applicable corporate Association or Bye-laws of the State of DelawareCompany, the Shareholders’ Agreement relating to the Company Constituent Instruments dated May 26, 2000 by and among The Bank of Bermuda Limited, First Ecom and the Company (the “Shareholders’ Agreement”), or the Share Purchase and Sale Agreement between The Bank of Bermuda Limited and First Ecom dated June 18, 2001 (the “Share Purchase and Sale Agreement”), or otherwise in relation to the sale and purchase of the same hereunder. The rights, preferences and privileges of the Company Shares are as set forth in the Company’s Memorandum of Association and Bye-laws. The Company has not purchased any Contract (as defined in of its own shares. As of the date hereof, without limiting the provisions of Section 3.054.5(b) below, there are no other shares or other equity securities of the Company and no other options, warrants, calls, conversion rights, commitments or agreements of any character to which the Company is a party or otherwise bound. There are not any bonds, debentures, notes or other indebtedness of 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 Stock or the common stock of any Company Subsidiary may vote (“Voting Company Debt”). Except as set forth above, as of the date of this Agreement, there are not any options, warrants, rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contracts, arrangements or undertakings of any kind to by which the Company may be bound that do or any Company Subsidiary is a party or by which any of them is bound (a) obligating may obligate the Company or any Company Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of in the Company’s share capital stock or other equity interests in, or any security securities convertible or exercisable for into or exchangeable into any for the Company’s share capital stock of or other equity interest in, that do or may obligate the Company or any Company Subsidiary or any Voting Company Debt, (b) obligating the Company or any Company Subsidiary to issue, grant, extend or enter into any such option, warrant, call, conversion right, security, commitment, Contract, arrangement commitment or undertaking or (c) that give any person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights occurring to holders of the capital stock of the Company or of any Company Subsidiary. 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 Companyagreement.

Capital Structure. The authorized capital stock of the Company Parent consists of 1,000 five hundred million (500,000,000) shares of common Parent Common Stock, par value $0.001 per share, and ten million (10,000,000) shares of preferred stock, all par value $0.01 per share, of which (i) 235,460,470 shares of Parent Common Stock are issued and outstanding; (ii) 2,200,000 shares of Interim Preferred are authorized, of which 0 shares are issued and outstanding; (iii) 4,300,000 shares of Series B Preferred Stock are authorized of which 4,212,645.28 shares are issued and outstanding; and (iv) no shares of Parent Common Stock or preferred stock are held by the Parent in its treasury. Immediately prior to the Closing, (A) counsel to the Parent shall release the signature pages it is holding in escrow under the Exchange Agreement which shall cause all holders of outstanding derivative securities of the Company to receive the Series B Preferred Stock, and (B) the Parent shall file with the Nevada Secretary of State a Certificate of Withdrawal for all outstanding preferred stock other than the Interim Preferred and the Series B. Any directors of the Parent who may continue their service after the Closing shall be eligible for such grants of awards under a Parent incentive plan (or any successor or replacement plan adopted by the Board of Directors and approved by the stockholders of the Parent) as the Compensation Committee or Board of Directors of the Parent may from time to time determine following the Closing. Except as set forth abovein the SEC Documents, no other shares of capital stock or other voting securities of the Company Parent 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 Parent are, and each Company Subsidiary are all such shares that may be issued prior to the date hereof will be when issued, duly authorized, validly issued, fully paid and nonassessable non-assessable and not subject to or issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the applicable corporate laws of the State of DelawareNevada Revised Statutes, the Company Constituent Instruments Parent Charter, the Parent Bylaws or any Contract (as defined in Section 3.05) to which the Company Parent is a party or otherwise bound. There Except as set forth in the SEC Documents, there are not any no bonds, debentures, notes or other indebtedness of Company or any Company Subsidiary having the Parent regardless of whether they have the right to vote (or convertible into, or exchangeable for, securities having the right to vote) ), on any matters on which holders of Company Parent Stock or the common stock of any Company Subsidiary may vote (“Voting Company Parent Debt”). Except as set forth abovedisclosed on Schedule 4.03, as of the date of this Agreement, there are not any no options, warrants, rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contracts, arrangements or undertakings of any kind to which the Company or any Company Subsidiary Parent is a party or by which any of them it is bound (ai) obligating the Company or any Company Subsidiary Parent to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity interests in, or any security convertible or exercisable for or exchangeable into any capital stock of or other equity interest in, the Company or any Company Subsidiary Parent or any Voting Company Parent Debt, (bii) obligating the Company or any Company Subsidiary Parent to issue, grant, extend or enter into any such option, warrant, call, right, security, commitment, Contract, arrangement or undertaking or (ciii) that give any person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights occurring to holders of the capital stock of the Company or of any Company SubsidiaryParent. As of the date of this Agreement, there are not any no outstanding contractual obligations of the Company Parent to repurchase, redeem or otherwise acquire any shares of capital stock of the CompanyParent. Other than as set forth in the SEC Documents, the Parent is not a party to any agreement granting any security holder of the Parent the right to cause the Parent to register shares of the capital stock or other securities of the Parent held by such security holder under the Securities Act, except as disclosed on Schedule 4.03. A Waiver of Registration Rights is required as a condition of closing. The stockholder list provided to the Company is a current stockholder list generated by its stock transfer agent, and such list accurately reflects all of the issued and outstanding shares of the Parent Stock as at the Closing.

Capital Structure. The authorized capital stock of the Company consists of 1,000 32,000,000 shares of common stockCompany Class A Stock and 10,000,000 shares of Company Class B Common Stock. Subject to any Permitted Changes (as defined in Section 4.1(b)) following the date of this Agreement, all there are (i) 14,005,042 shares of which are Company Class A Stock issued and outstanding, (ii) 8,025,025 shares of Company Class B Stock issued and outstanding, (iii) 259,328 shares of Company Class A Stock and 97,644 shares of Company Class B Stock held in the treasury of the Company or held by any subsidiary of the Company; (iii) 147,431 shares of Company Class A Stock reserved for issuance upon exercise of authorized but unissued Company Stock Options pursuant to the Option Plans; and (iv) 1,121,855 shares of Company Class A Stock issuable upon exercise of outstanding Company Stock Options. As of August 31, 1997, there was approximately $2,500 withheld from the Company's employees' salaries to purchase shares of Company Common Stock pursuant to and issuable under the Stock Purchase Plan. 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. The Company is the sole record and beneficial owner of all of the issued and outstanding capital stock of each Company Subsidiary. All outstanding shares of the capital stock of the Company are, and each Company Subsidiary are all shares which may be issued pursuant to the Stock Plans will be when issued, duly authorized, validly issued, fully paid and nonassessable and not subject to or issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the applicable corporate laws of the State of Delaware, the Company Constituent Instruments or any Contract (as defined in Section 3.05) to which the Company is a party or otherwise boundrights. There are not any no outstanding bonds, debentures, notes or other indebtedness or other securities of the Company or any Company Subsidiary having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders stockholders of the Company Stock or the common stock of any Company Subsidiary may vote (“Voting Company Debt”)vote. Except as set forth above, as of the date of this Agreement, there are not any no outstanding securities, options, warrants, calls, rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contractsagreements, arrangements or undertakings of any kind to which the Company or any Company Subsidiary of its subsidiaries is a party or by which any of them is bound (a) obligating the Company or any Company Subsidiary of its subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity interests in, or any security convertible or exercisable for or exchangeable into any capital stock voting securities of or other equity interest in, the Company or of any Company Subsidiary of its subsidiaries or any Voting Company Debt, (b) obligating the Company or any Company Subsidiary of its subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, security, commitment, Contractagreement, arrangement or undertaking undertaking. Other than the Company Stock Options, (i) there are no outstanding contractual obligations, commitments, understandings or (c) that give any person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights occurring to holders of the capital stock arrangements of the Company or any of any Company Subsidiary. As of the date of this Agreement, there are not any outstanding contractual obligations of the Company its subsidiaries to repurchase, redeem or otherwise acquire or make any payment in respect of or measured or determined based on the value or market price of any shares of capital stock of the Company or any of its subsidiaries and (ii) to the knowledge of the Company, other than as provided in the Shareholders' Agreement, there are no irrevocable proxies with respect to shares of capital stock of the Company or any subsidiary 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").

Capital Structure. The (a) As of the date of this Agreement, the authorized capital stock of the Company Parent consists of 1,000 10,000,000 shares of common stockParent Common Stock, all par value $.10 per share. At the close of which are business on the date of this Agreement (such date and time, the “Measurement Date”), (i) 3,395,521 shares of Parent Common Stock were issued and outstanding; (ii) 607,500 shares of Parent Common Stock were reserved and available for issuance pursuant to the Parent Stock Plans, of which 332,500 shares were subject to outstanding options and 275,000 shares are eligible for grant under future award. Except as set forth aboveAs of the Measurement Date, no (A) shares of capital stock or other voting securities of the Company are issued, reserved for issuance of; (B) other equity or outstanding. The Company is the sole record and beneficial owner of all of the issued and outstanding capital stock of each Company Subsidiary. All outstanding shares of the capital stock of the Company and each Company Subsidiary are duly authorized, validly issued, fully paid and nonassessable and not subject to or issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the applicable corporate laws of the State of Delaware, the Company Constituent Instruments or any Contract voting interests in; (as defined in Section 3.05C) to which the Company is a party or otherwise bound. There are not any bonds, debentures, notes or other indebtedness of Company or any Company Subsidiary having the right to vote (or securities convertible into, into or exchangeable for, securities having the right to vote) on any matters on which holders of Company Stock or the common stock of any Company Subsidiary may vote (“Voting Company Debt”). Except as set forth above, as of the date of this Agreement, there are not any options, warrantswarrants or other rights to acquire or receive any, capital stock, voting securities or other equity interests in; or (D) stock appreciation rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contracts, arrangements or undertakings other rights that give the holder thereof any economic or voting interest of any kind a nature accruing to which the Company or any Company Subsidiary is a party or by which any of them is bound (a) obligating the Company or any Company Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares holders of capital stock or other equity interests in, or any security convertible or exercisable for or exchangeable into any capital stock of or other equity interest in, the Company or any Company Subsidiary or any Voting Company Debtin (clauses (A), (bB), (C) obligating and (D), collectively, “Equity Interests”) the Company Parent were issued, reserved for issuance or any Company Subsidiary outstanding except as set forth in this Section 5.3(a) or otherwise contemplated for issuance pursuant to issue, grant, extend or enter into any such option, warrant, call, right, security, commitment, Contract, arrangement or undertaking or (c) that give any person this Agreement. From and after 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 Measurement Date through the date of this Agreement, there are the Parent has not (i) issued any outstanding contractual obligations Equity Interests or (ii) incurred any obligation to make any payments based on the price or value of any Equity Interests or dividends (or other distributions) paid thereon or revenues, earnings or financial performance or any other attribute of the Company Parent, in each case other than pursuant to repurchaseParent’s equity-based awards, redeem or otherwise acquire any shares of capital purchase rights and stock awards granted pursuant to the Parent Stock Plans, in each case that were outstanding as of the CompanyMeasurement Date, and in accordance with their respective terms as in effect at such time.

Capital Structure. (a) The authorized capital stock of the Company consists of 1,000 (i) 20,000,000 shares of common stockCommon Stock, all $.01 par value per share, of which 8,128,030 shares are issued and outstanding as of the date hereof, (ii) 5,770,000 shares of Series A Preferred Stock, $0.1 par value per share ("Company Series A Preferred Shares"), of which 5,770,000 shares are issued and outstanding as of the date hereof, and (iii) 1,765,000 shares of Series B Preferred Stock, $0.1 par value per share ("Company Series B Preferred Shares" and, together with the Company Series A Preferred Shares, the "Company Preferred Shares;" the Company Preferred Shares together with the Company Common Shares, the "Company Shares"), of which 1,765,000 shares are issued and outstanding. Except as set forth above, no shares of capital stock or other voting securities of the All 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 and each Company Subsidiary Shares are duly authorized, validly issued, fully paid and nonassessable nonassessable, and not subject to or were issued in violation compliance with all applicable federal and state securities laws. Any repurchase by the Company of any purchase optionshares of its capital stock was duly approved and authorized by the Board of Directors and complied in all respects with applicable law, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the applicable corporate laws of the State of Delaware, and the Company Constituent Instruments has no liability, contingent or otherwise, to make any Contract (as defined in Section 3.05) payments with respect to which the Company is a party or otherwise boundany such repurchased shares. There are not any bondsno obligations, debenturescontingent or otherwise, notes or other indebtedness of 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 Stock or the common stock of any Company Subsidiary may vote (“Voting Company Debt”). Except as set forth above, as of the date of this Agreement, there are not any options, warrants, rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contracts, arrangements or undertakings of any kind to which the Company or any Company Subsidiary is a party or by which any of them is bound (a) obligating the Company or any Company Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity interests in, or any security convertible or exercisable for or exchangeable into any capital stock of or other equity interest in, the Company or any Company Subsidiary or any Voting Company Debt, (b) obligating the Company or any Company Subsidiary to issue, grant, extend or enter into any such option, warrant, call, right, security, commitment, Contract, arrangement or undertaking or (c) that give any person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights occurring to holders of the capital stock of the Company or of any Company Subsidiary. 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 Company Shares or to provide funds to or make any investment (in the form of a loan, capital stock contribution or otherwise) in any entity. The Company Disclosure Schedule contains a true and complete list of the Companyrecord holders of the Company Shares and sets forth the full name and number, class and series, of Company Shares owned by each, and, with respect to the Company Preferred Shares, the number of Company Common Shares into which such Company Preferred Shares are convertible. The Company Disclosure Schedule contains a complete list of the Restricted Stock Agreements and sets forth the name of each Company Shareholder who is a party thereto, and the purchase dates, purchase prices and vesting schedules applicable thereto.

Capital Structure. (a) The authorized capital stock of the Company consists of 1,000 30,000,000 shares of common Company Common Stock and 1,000,000 shares of preferred stock, all $.01 par value per share ("Company Preferred Stock"), of which 100,000 ----------------------- shares are designated Series A Junior Participating Preferred Stock. As of the close of business on the date hereof, (i) 14,550,519 shares of Company Common Stock were issued and outstanding, (ii) no shares of Company Common Stock were held in the treasury of the Company or by Subsidiaries of the Company, and (iii) no shares of the Company Preferred Stock were issued and outstanding. Except as set forth above, no shares of capital stock or other voting securities Section 5.2(a) of the Company are issued, Disclosure Letter lists the number of shares of Company Common Stock reserved for future issuance or outstanding. The pursuant to stock options granted and outstanding as of the date of this Agreement and the plans under which such options were granted (collectively, the "Company is the sole record Stock Plans") and beneficial owner sets forth a ------------------- complete and accurate list of all holders of outstanding options to purchase shares of Company Common Stock (such outstanding options, the issued and outstanding capital stock "Company Options") --------------- under the Company Stock Plans, indicating the number of shares of Company Common Stock subject to each Company SubsidiaryOption, and the exercise price, the date of grant, vesting schedule and the expiration date thereof. All outstanding shares of Company Common Stock are, and all shares of Company Common Stock subject to issuance as specified in the capital stock of previous sentence, upon issuance on the Company terms and each Company Subsidiary conditions specified in the instruments pursuant to which they are issuable, will be, duly authorized, validly issued, fully paid and nonassessable and not subject to or issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the applicable corporate laws of the State of DelawareDGCL, the Company Constituent Instruments Company's certificate of incorporation or bylaws or any Contract (as defined in Section 3.05) agreement to which the Company is a party or is otherwise bound. There are not any bondsno obligations, debenturescontingent or otherwise, notes or other indebtedness of 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 Stock or the common stock of any Company Subsidiary may vote (“Voting Company Debt”). Except as set forth above, as of the date of this Agreement, there are not any options, warrants, rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contracts, arrangements or undertakings of any kind to which the Company or any Company Subsidiary is a party or by which any of them is bound (a) obligating the Company or any Company Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity interests in, or any security convertible or exercisable for or exchangeable into any capital stock of or other equity interest in, the Company or any Company Subsidiary or any Voting Company Debt, (b) obligating the Company or any Company Subsidiary to issue, grant, extend or enter into any such option, warrant, call, right, security, commitment, Contract, arrangement or undertaking or (c) that give any person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights occurring to holders of the capital stock of the Company or of any Company Subsidiary. As of the date of this Agreement, there are not any outstanding contractual obligations of the Company its Subsidiaries to repurchase, redeem or otherwise acquire any shares of the Company Common Stock or other capital stock of the Company or any of its Subsidiaries. Each of the outstanding shares of capital stock or other securities of each of the Company's Subsidiaries is duly authorized, validly issued, fully paid and nonassessable and owned by the Company or a direct or indirect wholly-owned Subsidiary of the Company, free and clear of any lien, pledge, security interest, claim, limitation on the Company's voting rights or other encumbrance. Except for (x) pursuant to Company Stock Plans and (y) the rights ("Company Rights") issued and issuable under the Company's Shareholder -------------- Rights Plan, dated as of March 4, 1998 between the Company and American Stock Transfer and Trust Company (the "Company Rights Plan") there are no ------------------- preemptive or other outstanding rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements or commitments to issue or to sell any shares of capital stock or other securities of the Company or any of its Subsidiaries or any securities or obligations convertible or exchangeable into or exercisable for, or giving any Person a right to subscribe for or acquire, any securities of the Company or any of its Subsidiaries, and no securities or obligations evidencing such rights are authorized, issued or outstanding. The Company does not have outstanding any bonds, debentures, notes or other obligations the holders of which have the right to vote (or convertible into or exercisable for securities having the right to vote) with the stockholders of the Company on any matter ("Voting ------ Debt"). To the knowledge of the executive officers of the Company, other than ---- the Company Stockholder Agreement to be delivered by Xxxxxxx X. Post and Xxxx X. Xxxxx, there are no agreements or understandings with respect to the voting (including voting trusts and proxies) or sale or transfer (including agreements imposing transfer restrictions) of any shares of capital stock of the Company or any of its Subsidiaries.

Capital Structure. The As of the date hereof, the authorized capital stock of the Company consists of 1,000 20,000,000 Shares and 2,000,000 shares of common preferred stock, all par value $1.00 per share (the "Preferred Stock"). As of which the date hereof: (i) 12,346,974 Shares are issued and 11,917,681 Shares are outstanding; (ii) no shares of Preferred Stock are issued and outstanding. Except as set forth above, no shares of capital stock or other voting securities of the Company ; and (iii) 1,248,863 Shares are issued, reserved for issuance pursuant to Employee Options outstanding under the Stock Option Plans. Except for the issuance of Shares pursuant to the exercise of outstanding Employee Options, there are no employment, executive termination or outstandingsimilar agreements providing for the issuance of Shares. The Company is No Shares are held by the sole record Company, and beneficial owner of all no Shares are held by any Subsidiary of the issued and outstanding capital stock of each Company SubsidiaryCompany. All outstanding shares of the capital stock of the Company and each Company Subsidiary are duly authorized, validly issued, fully paid and nonassessable and not subject to or issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the applicable corporate laws of the State of Delaware, the Company Constituent Instruments or any Contract (as defined in Section 3.05) to which the Company is a party or otherwise bound. There are not any No bonds, debentures, notes or other instruments or evidence of indebtedness of Company or any Company Subsidiary having the right to vote (or convertible into, or exercisable or exchangeable for, securities having the right to vote) on any matters on which holders of the Company Stock or the common stock of any Company Subsidiary stockholders may vote (“"Company Voting Company Debt”)") are issued or outstanding. All outstanding Shares are validly issued, fully paid and nonassessable and are not subject to preemptive or other similar rights. Except as set forth aboveon Schedule 3.1(b), as all outstanding shares of capital stock of the date Subsidiaries of the Company are owned by the Company or a direct or indirect Subsidiary of the Company, free and clear of all liens, charges, encumbrances, claims and options of any nature. Except as set forth in this AgreementSection 3.1(b), there are not outstanding: (i) no shares of capital stock, Company Voting Debt or other voting securities of the Company; (ii) no securities of the Company or any Subsidiary of the Company convertible into, or exchangeable or exercisable for, shares of capital stock, Company Voting Debt or other voting securities of the Company or any Subsidiary of the Company; and (iii) no options, warrants, calls, rights (including preemptive rights), convertible commitments or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contracts, arrangements or undertakings of any kind agreements to which the Company or any Subsidiary of the Company Subsidiary is a party or by which it is bound, in any of them is bound (a) case obligating the Company or any Subsidiary of the Company Subsidiary to issue, deliver deliver, sell, purchase, redeem or sellacquire, or cause to be issued, delivered delivered, sold, purchased, redeemed or soldacquired, additional shares of capital stock or other equity interests in, or any security convertible or exercisable for or exchangeable into any capital stock of Company Voting Debt or other equity interest in, voting securities of the Company or of any Company Subsidiary of the Company, or any Voting Company Debt, (b) obligating the Company or any Subsidiary of the Company Subsidiary to issue, grant, extend or enter into any such option, warrant, call, right, securitycommitment or agreement. Except as set forth on Schedule 3.1(b), commitmentsince June 30, Contract1997, arrangement the Company has not (i) granted any options, warrants or undertaking rights to purchase shares of Company Common Stock or (cii) that give amended or repriced any person Employee Option or the right Stock Option Plans. The Company has previously delivered to receive any economic benefit or right similar to or derived from the economic benefits Parent a complete and correct list of all outstanding options, warrants and rights occurring to holders purchase shares of Company Common Stock and the capital stock of exercise prices relating thereto. Except for the Company or of any Company Subsidiary. As of the date of this AgreementOption Agreements, there are not any outstanding contractual obligations as of the Company to repurchase, redeem or otherwise acquire any shares of capital stock of date hereof and there will not be at the Company.Effective Time 5

Capital Structure. The authorized capital stock of the Company consists of 1,000 60,000,000 shares of common stockCommon Stock, all no par value, and 2,000,000 shares of Preferred Stock, no par value, of which are there were issued and outstandingoutstanding as of the close of business on November 9, 2000, 11,436,453 shares of Common Stock and no shares of Preferred Stock. Except as set forth above, There are no other outstanding shares of capital stock or other voting securities and no outstanding commitments to issue any shares of capital stock or voting securities after November 9, 2000, other than pursuant to the Option Agreement, the exercise of options outstanding as of such date under the Company's 2000 Stock Option Plan, 1998 Stock Option Plan, 1996 Stock Option Plan, 1993 Stock Option Plan, 1988 Non-qualified Stock Option Plan and 2000 Director Stock Option Plan, 1997 Director Stock Option Plan, Directors Stock Option Plan and non-plan stock option grant to each of Tom Xxxxxx xxx Martxx Xxxxxxxx (xxllectively, the "Company Stock Option Plans") or pursuant to the Company are issued, reserved for issuance or outstanding. The Employee Stock Purchase Plan (the "Company is the sole record and beneficial owner of all of the issued and outstanding capital stock of each Company SubsidiaryESPP"). All outstanding shares of the capital stock of the Company and each Company Subsidiary Common Stock are duly authorized, validly issued, fully paid and nonassessable non-assessable and are free of any liens or encumbrances other than any liens or encumbrances created by or imposed upon the holders thereof, and are not subject to preemptive rights or issued in violation of any purchase option, call option, right rights of first refusal, preemptive right, subscription right or any similar right under any provision of the applicable corporate laws of the State of Delawarerefusal created by statute, the Company Constituent Instruments Articles of Incorporation or any Contract (as defined in Section 3.05) to which the Company is a party or otherwise bound. There are not any bonds, debentures, notes or other indebtedness Bylaws of 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 Stock or the common stock of any Company Subsidiary may vote (“Voting Company Debt”). Except as set forth above, as of the date of this Agreement, there are not any options, warrants, rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contracts, arrangements or undertakings of any kind agreement to which the Company or any Company Subsidiary is a party or by which it is bound. As of the close of business on November 9, 2000, Company has reserved (i) 6,432,330 shares of Common Stock for issuance to employees, consultants and directors pursuant to the Company Stock Option Plans, of which 1,920,506 shares have been issued pursuant to option exercises or direct stock purchases, 3,330,184 shares are subject to outstanding, unexercised options, no shares are subject to outstanding stock purchase rights, and 1,181,640 shares are available for issuance thereunder and (ii) 700,000 shares of Common Stock for issuance to employees pursuant to the Company ESPP, of which no shares have been issued. Since November 8, 2000, Company has not (i) issued or granted additional options under the Company Stock Option Plans, or (ii) accepted enrollments in the Company ESPP. Except for (i) the rights created pursuant to this Agreement, the Option Agreement, the Company Stock Option Plans and the Company ESPP and (ii) the Company's rights to repurchase any unvested shares under the Company Stock Option Plans or the stock option agreements thereunder, there are no other options, warrants, calls, rights, commitments or agreements of them any character to which Company is a party or by which it is bound (a) obligating the Company or any Company Subsidiary to issue, deliver deliver, sell, repurchase or sellredeem, or cause to be issued, delivered or delivered, sold, additional repurchased or redeemed, any shares of capital stock of Company or other equity interests inobligating Company to grant, extend, accelerate the vesting and/or repurchase rights of, change the price of, or any security convertible or exercisable for or exchangeable into any capital stock of or other equity interest in, the Company or any Company Subsidiary or any Voting Company Debt, (b) obligating the Company or any Company Subsidiary to issue, grant, extend otherwise amend or enter into any such option, warrant, call, right, securitycommitment or agreement. There are no contracts, commitmentcommitments or agreements relating to voting, Contract, arrangement purchase or undertaking or (c) that give any person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights occurring to holders sale of the Company's capital stock (i) between or among Company and any of its stockholders and (ii) to the best of Company's knowledge, between or among any of Company's stockholders. The terms of the Company Stock Option Plans permit the assumption or substitution of any Company Subsidiary. As of the date of options to purchase Parent Common Stock as provided in this Agreement, there are not any outstanding contractual obligations without the consent or approval of the holders of such securities, stockholders, or otherwise. The current "Payment Period" (as defined in the Company to repurchaseESPP) commenced under the Company ESPP on October 1, redeem or otherwise acquire any shares of capital stock of the Company.2000, and will end on the

Capital Structure. The authorized and outstanding capital stock ----------------- of the Company consists as of 1,000 the date hereof is, and as of the Closing Date will be, as set forth in the Private Placement Memorandum under the caption "Capitalization." All of the outstanding shares of common stockthe Company's capital stock have been duly authorized and validly issued, are fully paid and nonassessable, were issued in compliance with all of which applicable federal and state securities laws and all applicable gaming laws and are not subject to, and were not issued and outstandingin violation of, any preemptive or similar rights. Except as set forth above, no shares of capital stock or other voting securities of in 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 and each Company Subsidiary are duly authorized, validly issued, fully paid and nonassessable and not subject to or issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the applicable corporate laws of the State of Delaware, the Company Constituent Instruments or any Contract (as defined in Section 3.05) to which the Company is a party or otherwise bound. There are not any bonds, debentures, notes or other indebtedness of 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 Stock or the common stock of any Company Subsidiary may vote (“Voting Company Debt”). Except as set forth above, as of the date of this AgreementPrivate Placement Memorandum, there are not any 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 Company Subsidiary of its subsidiaries is a party party, or by which any of them is bound (a) bound, obligating the Company or any Company Subsidiary of its subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity interests in, or any security convertible or exercisable for or exchangeable into any capital stock securities of or other equity interest in, the Company or any Company Subsidiary of its subsidiaries, or any Voting securities convertible into or exercisable or exchangeable for any shares of capital stock or other securities of the Company Debtor any of its subsidiaries, (b) or obligating the Company or any Company Subsidiary of its subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, securitycontract, commitment, Contractagreement, arrangement arrangement, understanding or undertaking undertaking. Except as set forth on Schedule 2.3 of the Schedule of Exceptions attached as Schedule A hereto (the "Schedule of Exceptions"), there are no contracts, commitments, agreements, arrangements, understandings or (c) that give undertakings of any kind to which the Company or any of its subsidiaries is a party, or by which any of them is bound, granting to any person the right to receive require the Company to file a registration statement under the Securities Act with respect to any economic benefit or right similar to or derived from the economic benefits and rights occurring to holders of the capital stock securities of the Company or of any Company Subsidiary. As of the date of this Agreement, there are not any outstanding contractual obligations of requiring the Company to repurchase, redeem or otherwise acquire include such securities with Common Shares registered pursuant to any shares of capital stock of the Companyregistration statement.

Capital Structure. The authorized capital stock of the Company consists of 1,000 200,000,000 shares of common stockCompany Common Stock of which 30,213,572 were outstanding as of September 10, all 1999 and 40,000,000 shares of Preferred Stock (the "Company Preferred Stock"), of which none are outstanding as of the date hereof and none of which are issued and outstandingheld by Subsidiaries of Company. Except In addition, as set forth aboveof September 10, no 1999 there were 4,494,597 shares of capital Company Common Stock issuable upon the exercise of outstanding stock or options ("Company Options") under the 1995 Nonemployee Director Stock Option Plan, the 1995 Long-Term Incentive Compensation Plan, the 1990 Stock Option Plan and any other voting securities of stock option plans and other options (together with the 1995 Employee Stock Purchase Plan, the "Company are issued, reserved for issuance or outstanding. The Company is the sole record Incentive and beneficial owner of all of the issued and outstanding capital stock of each Company SubsidiaryStock Option Plans"). All outstanding shares of Company Common Stock are, and any shares of Company Common Stock issued upon exercise of any Company Options will be, upon issuance on the capital stock of terms and conditions specified in the Company and each Company Subsidiary instruments pursuant to which they are duly authorizedissuable, validly issued, fully paid and paid, nonassessable and not subject to any preemptive rights, or issued in violation of to any purchase option, call option, right of first refusal, preemptive right, subscription right agreement to which Company or any similar right under any provision of the applicable corporate laws of the State of Delaware, the Company Constituent Instruments or any Contract (as defined in Section 3.05) to which the Company its Subsidiaries is a party or otherwise bound. There are not any bonds, debentures, notes or other indebtedness of by which Company or any of its Subsidiaries may be bound other than agreements pursuant to which Company Subsidiary having has the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders repurchase shares of Company Stock or the common stock of any Company Subsidiary may vote (“Voting Company Debt”)Common Stock. Except as set forth above, as for the shares of Common Stock issuable upon the date exercise of this AgreementCompany Options, there are not any options, warrants, calls, conversion rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contractsagreements, contracts, understandings, restrictions, arrangements or undertakings rights of any kind character to which the Company or any Subsidiary of Company Subsidiary is a party or by which any of them is may be bound (a) obligating the Company or any Subsidiary of 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 the capital stock of Company or other equity interest in, the of any Subsidiary of Company or obligating Company or any Subsidiary of Company Subsidiary or any Voting Company Debt, (b) obligating the Company or any Company Subsidiary to issue, grant, extend or enter into any such option, warrant, call, conversion right, security, commitment, Contractagreement, contract, understanding, restriction, arrangement or undertaking right. Company does not have outstanding any bonds, debentures, notes or (c) that give any person other indebtedness the holders of which have the right to receive any economic benefit vote (or convertible or exercisable into securities having the right similar to or derived from the economic benefits and rights occurring to vote) with holders of Company Common Stock on any matter ("Company Voting Debt"). Company is the capital stock owner, directly or indirectly, of the Company or of any Company Subsidiary. As of the date of this Agreement, there are not any all outstanding contractual obligations of the Company to repurchase, redeem or otherwise acquire any shares of capital stock of the Companyeach of its Subsidiaries free and clear of all liens, pledges, security interests, claims or other encumbrances and all such shares are duly authorized, validly issued, fully paid and nonassessable.

Capital Structure. The Upon the effectiveness of the Amended Charter (defined below), the authorized capital stock of the Shell Company consists shall consist of 1,000 100,000,000 ordinary shares of common stock$0.01 par value each. As of the date hereof, all of which (a) 50,000 ordinary shares are issued and outstanding, (b) no preference shares are issued and outstanding, and (c) no ordinary shares or preference shares are held by Shell Company in its treasury. Upon the effectiveness of the Amended Charter (defined below), (a) 5,000,000 ordinary shares will be issued and outstanding, (b) no preference shares will be issued and outstanding, and (c) no ordinary shares or preference shares will be held by Shell Company in its treasury. Except as set forth above, no shares of capital stock or other voting securities of the Shell Company are were issued, reserved for issuance or outstanding. The Company is Upon the sole record and beneficial owner of all effectiveness of the issued and outstanding capital stock of each Company Subsidiary. All Amended Charter (defined below), all outstanding shares of the capital stock of the Company Shell Company, and each Company Subsidiary are all such shares that may be issued prior to date, will be duly authorized, validly issued, fully paid and nonassessable and not nonassessable. None of the outstanding shares of capital stock are 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 the State of DelawareBritish Virgin Islands, the Shell Company Constituent Instruments or any Contract (as defined in Section 3.05) to which the Shell Company is a party or otherwise bound. There are not any bonds, debentures, notes or other indebtedness of Shell 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 Stock or the common stock of any Company Subsidiary Shell Company’s ordinary shares may vote (“Voting Shell Company Debt”). Except as set forth above, as As of the date of this Agreement, there are not any options, warrants, rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contracts, arrangements or undertakings of any kind to which the Shell Company or any Company Subsidiary is a party or by which any of them it is bound (a) obligating the Shell Company or any Company Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity interests in, or any security convertible or exercisable for or exchangeable into any capital stock of or other equity interest in, the Shell Company or any Company Subsidiary or any Voting Shell Company Debt, (b) obligating the Shell Company or any Company Subsidiary to issue, grant, extend or enter into any such option, warrant, call, right, security, commitment, Contract, arrangement or undertaking or (c) that give any person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights occurring to holders of the capital stock of the Company or of any Company SubsidiaryShell Company. As of the date of this Agreement, there are not any outstanding contractual obligations of the Shell Company to repurchase, redeem or otherwise acquire any shares of capital stock of Shell Company. The RISE KING Shareholder list provided to RISE KING is a current shareholder list and accurately reflects all of the issued and outstanding shares of Shell Company’s capital stock.

Capital Structure. The As of the date hereof, the authorized capital stock of the Company consists of 1,000 20,000,000 Shares and 2,000,000 shares of common preferred stock, all par value $1.00 per share (the "Preferred Stock"). As of which the date hereof: (i) 12,346,974 Shares are issued and 11,917,681 Shares are outstanding; (ii) no shares of Preferred Stock are issued and outstanding. Except as set forth above, no shares of capital stock or other voting securities of the Company ; and (iii) 1,248,863 Shares are issued, reserved for issuance pursuant to Employee Options outstanding under the Stock Option Plans. Except for the issuance of Shares pursuant to the exercise of outstanding Employee Options, there are no employment, executive termination or outstandingsimilar agreements providing for the issuance of Shares. The Company is No Shares are held by the sole record Company, and beneficial owner of all no Shares are held by any Subsidiary of the issued and outstanding capital stock of each Company SubsidiaryCompany. All outstanding shares of the capital stock of the Company and each Company Subsidiary are duly authorized, validly issued, fully paid and nonassessable and not subject to or issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the applicable corporate laws of the State of Delaware, the Company Constituent Instruments or any Contract (as defined in Section 3.05) to which the Company is a party or otherwise bound. There are not any No bonds, debentures, notes or other instruments or evidence of indebtedness of Company or any Company Subsidiary having the right to vote (or convertible into, or exercisable or exchangeable for, securities having the right to vote) on any matters on which holders of the Company Stock or the common stock of any Company Subsidiary stockholders may vote (“"Company Voting Company Debt”)") are issued or outstanding. All outstanding Shares are validly issued, fully paid and nonassessable and are not subject to preemptive or other similar rights. Except as set forth aboveon Schedule 3.1(b), as all outstanding shares of capital stock of the date Subsidiaries of the Company are owned by the Company or a direct or indirect Subsidiary of the Company, free and clear of all liens, charges, encumbrances, claims and options of any nature. Except as set forth in this AgreementSection 3.1(b), there are not outstanding: (i) no shares of capital stock, Company Voting Debt or other voting securities of the Company; (ii) no securities of the Company or any Subsidiary of the Company convertible into, or exchangeable or exercisable for, shares of capital stock, Company Voting Debt or other voting securities of the Company or any Subsidiary of the Company; and (iii) no options, warrants, calls, rights (including preemptive rights), convertible commitments or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contracts, arrangements or undertakings of any kind agreements to which the Company or any Subsidiary of the Company Subsidiary is a party or by which it is bound, in any of them is bound (a) case obligating the Company or any Subsidiary of the Company Subsidiary to issue, deliver deliver, sell, purchase, redeem or sellacquire, or cause to be issued, delivered delivered, sold, purchased, redeemed or soldacquired, additional shares of capital stock or other equity interests in, or any security convertible or exercisable for or exchangeable into any capital stock of Company Voting Debt or other equity interest in, voting securities of the Company or of any Company Subsidiary of the Company, or any Voting Company Debt, (b) obligating the Company or any Subsidiary of the Company Subsidiary to issue, grant, extend or enter into any such option, warrant, call, right, securitycommitment or agreement. Except as set forth on Schedule 3.1(b), commitmentsince June 30, Contract1997, arrangement the Company has not (i) granted any options, warrants or undertaking rights to purchase shares of Company Common Stock or (cii) that give amended or repriced any person Employee Option or the right Stock Option Plans. The Company has previously delivered to receive any economic benefit or right similar to or derived from the economic benefits Parent a complete and correct list of all outstanding options, warrants and rights occurring to holders purchase shares of Company Common Stock and the exercise prices relating thereto. Except for the Option Agreements, there are not as of the date hereof and there will not be at the Effective Time any stockholder agreements, voting trusts or other agreements or understandings to which the Company is a party or by which it is bound relating to the voting of any shares of the capital stock of the Company which will limit in any way the solicitation of proxies by or of any Company Subsidiary. As of the date of this Agreement, there are not any outstanding contractual obligations on behalf of the Company from, or the casting of votes by, the stockholders of the Company with respect to repurchase, redeem or otherwise acquire any shares of capital the Merger. There are no restrictions on the Company to vote the stock of the Companyany of its Subsidiaries.

Capital Structure. The authorized capital stock of each of the Company consists Companies and the number of 1,000 shares of common stock, all capital stock of which are each of the Companies issued and outstanding. Except outstanding as of the date hereof are as set forth aboveas Schedule 2.1(c) of the Sellers Disclosure Schedule, and except as set forth in such Schedule 2.1(c): (i) no shares of capital stock or other voting securities of any of the Company Companies are issued, reserved for issuance or outstanding. The Company ; (ii) there were no stock appreciation rights, restricted stock grants or contingent stock grants and there are no other outstanding contractual rights to which any of the Companies is a party the sole record and beneficial owner value of which is based on the value of the Shares; (iii) all of the outstanding Shares are, and any Shares which may be issued and outstanding capital stock of each Company Subsidiary. All outstanding shares of the capital stock of the Company and each Company Subsidiary are pursuant to options will be, when issued, duly authorized, validly issued, fully paid and nonassessable and not subject to or issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the applicable corporate laws of the State of Delaware, the Company Constituent Instruments or any Contract rights; and (as defined in Section 3.05iv) to which the Company is a party or otherwise bound. There there are not any no bonds, debentures, notes or other indebtedness of Company either Seller or any Company Subsidiary of the Companies 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 Stock either Seller or any of the common stock of any Company Subsidiary Companies may vote (“Voting Company Debt”)vote. Except as set forth above, as of the date of this Agreement, Agreement there are not any no outstanding securities, options, warrants, calls, rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contractsagreements, arrangements or undertakings of any kind to which any of the Company or any Company Subsidiary Companies is a party or by which any of them is bound (a) obligating any of the Company or any Company Subsidiary Companies to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity interests in, voting securities of any of the Companies or obligating any security convertible or exercisable for or exchangeable into any capital stock of or other equity interest in, the Company or any Company Subsidiary or any Voting Company Debt, (b) obligating the Company or any Company Subsidiary Companies to issue, grant, extend or enter into any such security, option, warrant, call, right, security, commitment, Contractagreement, arrangement or undertaking or (c) that give any person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights occurring to holders of the capital stock of the Company or of any Company Subsidiaryundertaking. As of the date of this Agreement, there There are not outstanding any outstanding contractual obligations of any of the Company Companies to repurchase, redeem or otherwise acquire any shares of capital stock of either Seller or any of the CompanyCompanies.

Capital Structure. (a) The authorized share capital stock of the Company consists of 1,000 350,000,000 Company Shares and 25,000,000 shares of common preferred stock, all $0.01 par value (“Company Preferred Stock”). At the close of which are business on September 29, 2011 (the “Measurement Date”), (i) 54,983,593 Company Shares and no shares of Company Preferred Stock were issued and outstanding, (ii) no Company Shares and Company Preferred Stock were held by the Company in its treasury, and (iii) 6,402,815 Company Shares were reserved for issuance under Company Employee Plans, of which 4,283,545 were subject to outstanding options or the grant of rights to purchase Company Shares, 805,241 were restricted Company Shares and 1,314,029 Company Shares were available for future option or restricted share grants. Except as set forth above, at the close of business on the Measurement Date, no shares of capital stock or other voting securities of the Company are were 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 Company Shares are, and all such shares of that may be issued prior to the capital stock of the Company and each Company Subsidiary are Effective Time shall be when issued, duly authorized, validly issued, fully paid and nonassessable and not subject to or issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the applicable corporate laws of the State of DelawareDGCL, the Company Constituent Instruments Charter Documents or any Contract (as defined in Section 3.05) to which the Company is a party or otherwise bound. There are not any 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 Stock or the common stock of any Company Subsidiary Shares may vote (“Voting Company Debt”). Except as set forth above, as of the date of this Agreement, there are not any no options, warrants, rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contracts, arrangements or undertakings of any kind to which the Company or any Company Subsidiary of its Subsidiaries is a party or by which any of them is bound (ai) obligating the Company or any Company Subsidiary of its Subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity interests in, or any security convertible or exercisable for or exchangeable into any capital stock of or other equity interest in, the Company or of any Company Subsidiary of its Subsidiaries or any Voting Company Debt, Debt or (bii) obligating the Company or any Company Subsidiary of its Subsidiaries to issue, grant, extend or enter into any such option, warrant, call, right, security, commitment, Contract, arrangement or undertaking or (c) that give any person 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 Subsidiaryundertaking. As of the date of this Agreement, there are not any no outstanding contractual obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any shares of capital stock of the CompanyCompany or any of its Subsidiaries.

Capital Structure. (a) The authorized capital stock of the Company consists solely of 1,000 (i) 150,000,000 shares of common stockCompany Common Stock, all and (ii) 25,000,000 shares of which Company Preferred Stock. A total of 25,933,794 shares of Company Common Stock are issued and outstanding as of the Agreement Date. No shares of Company Preferred Stock are issued and outstanding. Except as set forth aboveThe Company has not designated, no authorized, or issued any other shares of capital stock or other voting securities of the Company are issued, reserved for issuance or outstandingstock. The Company is the sole record and beneficial owner holds 890,000 shares of all Company Common Stock in its treasury as of the Agreement Date. All issued and outstanding capital stock of each Company Subsidiary. All outstanding shares of the capital stock of the Company and each Company Subsidiary Capital Stock are duly authorized, validly issued, fully paid and nonassessable non-assessable and not subject to or issued in violation are free of any purchase optionall Encumbrances, call optionpreemptive rights, right rights of participation, rights of maintenance, rights of first refusal, preemptive rightrights of rescission and “put” or “call” rights created by statute, subscription right the Certificate of Incorporation or Bylaws of the Company or any similar right under any provision of the applicable corporate laws of the State of Delaware, the Company Constituent Instruments or any Contract (as defined in Section 3.05) agreement to which the Company is a party or otherwise by which it is bound. There are not any bondsAs of the Agreement Date, debentures, notes or other indebtedness the Company has reserved 12,247,993 shares of Company Common Stock for issuance to employees, non-employee directors and consultants pursuant to the Company Option Plans, of which 5,835,201 shares have been issued pursuant to the exercise of Company Options, settlement of Company RSUs or any Company Subsidiary having SARs or direct stock purchases, 1,468,915 shares are subject to outstanding and unexercised Company Options, 1,564,210 shares are subject to outstanding and unvested Company RSUs, 1,828,638 shares are subject to outstanding and unexercised SARs, and 1,551,029 shares remain available for issuance thereunder. The Company has granted no Company Options, Company RSUs or Company SARs other than pursuant to the Company Option Plans. As of the Agreement Date, except for (i) the Company’s right to vote (or convertible into, or exchangeable for, securities having the right to vote) on repurchase any matters on which holders unvested shares of Company Common Stock or under the common stock of any Company Subsidiary may vote Option Plans, (“Voting ii) Company Debt”). Except as set forth above, as Options listed on Schedule 2.2(b) of the date Company Disclosure Letter, (iii) Company RSUs listed on Schedule 2.2(b) of this Agreementthe Company Disclosure Letter, and (iv) Company SARs listed on Schedule 2.2(b) of the Company Disclosure Letter, there are not any no options, warrants, rightscalls, convertible rights or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contracts, arrangements or undertakings Contracts of any kind character to which the Company or any Company Subsidiary is a party or by which any of them it is bound (a) obligating the Company or any Company Subsidiary to grant, issue, deliver deliver, sell, repurchase or sellredeem, or cause to be issued, delivered or delivered, sold, additional shares of capital stock repurchased or other equity interests inredeemed, or any security convertible or exercisable for or exchangeable into any capital stock of or other equity interest in, the Company or any Company Subsidiary or any Voting Company Debt, (b) obligating the Company or any Company Subsidiary to issue, grant, extend or enter into any such option, warrant, call, right, security, commitment, Contract, arrangement or undertaking or (c) that give any person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights occurring to holders of the capital stock of the Company or of any Company Subsidiary. 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 any capital stock of the Company, any options or warrants to purchase capital stock of the Company, or any Company Voting Debt. There is no liability for dividends accrued and unpaid by the Company or any Subsidiary. There are no outstanding shares of Company Common Stock that are not fully vested or subject to Repurchase Rights.

Capital Structure. The authorized equity capital stock of the Company consists of 1,000 shares 100 million Shares. At the close of common stockbusiness on October 24, all of which are 1996, (i) 18,757,034 Shares were issued and outstanding, (ii) no Shares were held by the Company in its treasury, (iii) 1,000,000 Shares were reserved for issuance pursuant to, and 86,500 Shares were subject to outstanding options under, the Company's Employee Stock Option Plan, (iv) not more than 3,299,180 Shares were reserved for issuance 16 11 and issuable upon conversion of the Company's 6.5% Convertible Subordinated Debentures Due 2003 (the "Convertible Debentures"), and (v) Shares reserved for issuance in connection with the Rights. Except as set forth above, at the close of business on October 24, 1996, no capital shares of capital stock or other voting securities of the Company are were issued, reserved for issuance or outstanding. The Company is the sole record and beneficial owner of all of the issued and There are no outstanding capital stock of each Company SubsidiarySARs (as defined in Section 6.05) that were not granted in tandem with a related Employee Option (as defined in Section 6.05). All outstanding capital shares of the capital stock of Company are, and all Shares that may be issued pursuant to the Company and each Company Subsidiary are Company's Employee Stock Option Plan will be, when issued, duly authorized, validly issued, fully paid and nonassessable and not subject to or issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the applicable corporate laws of the State of Delaware, the Company Constituent Instruments or any Contract (as defined in Section 3.05) to which the Company is a party or otherwise boundrights. There are not any bonds, debentures, notes or other indebtedness of the Company or any Company Subsidiary having the right to vote (or or, other than the Convertible Debentures, convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders shareholders of the Company Stock or the common stock of any Company Subsidiary may vote (“Voting Company Debt”)vote. Except as set forth above, as of the date of this Agreement, there are not any securities, options, warrants, calls, rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contractsagreements, arrangements or undertakings of any kind to which the Company or any Company Subsidiary of its subsidiaries is a party or by which any of them is bound (a) obligating the Company or any Company Subsidiary of its subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional capital shares of capital stock or other equity interests in, or any security convertible or exercisable for or exchangeable into any capital stock voting securities of or other equity interest in, the Company or of any Company Subsidiary of its subsidiaries or any Voting Company Debt, (b) obligating the Company or any Company Subsidiary of its subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, security, commitment, Contractagreement, arrangement or undertaking or (c) that give any person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights occurring to holders of the capital stock of the Company or of any Company Subsidiaryundertaking. As of the date of this Agreement, there are not any outstanding contractual obligations of the Company or any of its subsidiaries to repurchase, redeem or otherwise acquire any capital shares of capital stock the Company or any of its subsidiaries. The Company has delivered to Parent a complete and correct copy of the CompanyRights Agreement as amended and supplemented to the date of this Agreement.

Capital Structure. The authorized capital stock of the Company consists of 1,000 2,000,000 shares, consisting of 1,000,000 shares of common stock, all with no par value per share, of which 12,932.124 shares are issued and outstanding, and 1,000,000 shares of preferred stock, none of which is issued or outstanding. Except as set forth above, The Company has issued options to purchase 231.907 shares of common stock of the Company. There are no other outstanding shares of capital stock or other voting securities and no outstanding commitments to issue any shares of capital stock or voting securities after the date hereof or any other rights or securities granted or issued to any person to cause the Company are issuedto issue, reserved for issuance sell, redeem or outstanding. The Company is the sole record and beneficial owner repurchase any shares of all of the issued and outstanding capital stock of each Company Subsidiarythe Company. All outstanding shares of the capital stock of the Company and each Company Subsidiary Common Stock are duly authorized, validly issued, fully paid and nonassessable non-assessable and are free of any liens or encumbrances or claims of any kind, and are not subject to preemptive rights or rights of first refusal created by statute, the Charter Documents of the Company or any agreement to which the Company or any stockholder of the Company is a party or by which it is bound. CSINH and the Stockholders are the lawful record and beneficial owners of that number of issued in violation and outstanding shares of the Company Common Stock set forth on Exhibit A, free and clear of all liens, encumbrances or claims of any purchase kind. Except as disclosed in this Section 3.3, there does not exist nor is there outstanding any right, option, call optionwarrant, right convertible obligation or other security or agreement entered into or granted by the Company with respect to any shares of first refusal, preemptive right, subscription right or any similar right under any provision capital stock of the applicable corporate laws Company. Except (i) for the rights created pursuant to this Agreement (ii) as set forth in this Section 3.3 or (iii) set forth in Section 3.3 of the State Disclosure Schedule, there are no options, warrants, calls, rights, commitments, agreements or arrangements of Delaware, the Company Constituent Instruments or any Contract (as defined in Section 3.05) character to which the Company is a party or otherwise bound. There are not any bonds, debentures, notes or other indebtedness of 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 Stock or the common stock of any Company Subsidiary may vote (“Voting Company Debt”). Except as set forth above, as of the date of this Agreement, there are not any options, warrants, rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contracts, arrangements or undertakings of any kind to by which the Company or any Company Subsidiary is a party or by which any of them is bound (a) relating to the issued or unissued capital stock of the Company or obligating the Company or any Company Subsidiary to issue, deliver deliver, sell, repurchase or sellredeem, or cause to be issued, delivered or delivered, sold, additional repurchased or redeemed, any shares of capital stock or other equity interests in, or any security convertible or exercisable for or exchangeable into any capital stock of or other equity interest in, the Company or any Company Subsidiary or any Voting Company Debt, (b) obligating the Company or any Company Subsidiary to issue, grant, extend extend, accelerate the vesting of, change the price of, or otherwise amend or enter into any such option, warrant, call, right, securitycommitment or agreement. There are no contracts, commitmentcommitments or agreements relating to voting, Contract, arrangement purchase or undertaking or (c) that give sale of any person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights occurring to holders shares of the Company capital stock (i) between or among the Company and any of the stockholders of the Company or of (ii) between or among 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 stockholders of the Company.

Capital Structure. (a) The authorized capital stock of the Company consists of 1,000 shares (i) 9,500,000 Class A Units, (ii) 200,000 Class B Units, and (iii) 300,000 Class C Units. As of common stockJuly 24, all of which are 2008 (the “Capitalization Date”), Company had (i) 890,985 Class A Units issued and outstanding, (ii) 77,627 Class B Units issued and outstanding, and (iii) 121,641 Class C Units issued and outstanding. Except as set forth above, no shares of capital stock or other voting securities in the Company Operating Agreement and except as set forth in Section 3.5(a) of the Company are issuedDisclosure Schedule, reserved for issuance or outstanding. The Company is the sole record and beneficial owner of all of the issued and outstanding capital stock of each Company Subsidiary. All outstanding shares of the capital stock of the Company and each Company Subsidiary Units are duly authorized, validly issued, fully paid and nonassessable nonassessable, free and clear of Encumbrances and have not subject to or been 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 the State of Delaware, the Company Constituent Instruments or any Contract (as defined in Section 3.05) to which the Company is a party or otherwise bound. There are not any bonds, debentures, notes or other indebtedness of 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 Stock or the common stock of any Company Subsidiary may vote (“Voting Company Debt”)rights. Except as set forth above, in the Company Operating Agreement and except as set forth in Section 3.5(a) of the date of this AgreementCompany Disclosure Schedule, there are not any no (i) equity interests reserved for issuance, (ii) outstanding obligations, options, warrants, convertible securities or other rights, convertible agreements or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contracts, arrangements or undertakings commitments relating to the equity interests of any kind to which the Company or any obligating Company Subsidiary is a party to issue or by which any of them is bound (a) obligating the Company sell or any Company Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other otherwise transfer equity interests in, or any security convertible or exercisable for or exchangeable into any capital stock of or other equity interest in, the Company or any Company Subsidiary or any Voting Company DebtCompany, (biii) obligating the Company or any Company Subsidiary to issue, grant, extend or enter into any such option, warrant, call, right, security, commitment, Contract, arrangement or undertaking or (c) that give any person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights occurring to holders of the capital stock of the Company or of any Company Subsidiary. As of the date of this Agreement, there are not any outstanding contractual obligations of the Company to repurchase, redeem or otherwise acquire equity interests of Company or to make any shares investment (in the form of a loan, capital stock contribution or otherwise) in any other Person or (iv) voting trusts, equity holder agreements, proxies or other agreements or understandings in effect with respect to the voting or transfer of the equity interests of Company. From the Capitalization Date to the date of this Agreement, there have been no changes to the information set forth in this Section 3.5. Company has no outstanding bonds, debentures, notes or other obligations the holders of which have the right to vote (or are convertible or exchangeable into or exercisable for securities having the right to vote) with the holders of equity interests of Company or any of its Subsidiaries on any matter. Company has made available to Purchaser a complete and correct copy of the Company Operating Agreement, as in effect on the date hereof.

Capital Structure. The authorized share capital stock of the Company Buyer consists of 1,000 shares of common stock100,000,000 ordinary shares, all par value US $.01 per share, of which as of June 30, 2001, 15,712,576 shares are issued and outstanding, and 50,000,000 preferred shares, par value US $.01 per share, of which as of June 30, 2001, no shares are issued and outstanding. Except as set forth above, no No other shares of any class in the capital stock of Buyer are authorized, allotted 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 All of the issued and outstanding capital stock of each Company Subsidiary. All outstanding shares of the capital stock of the Company Buyer have been duly authorized and each Company Subsidiary are duly authorized, validly issued, are fully paid and nonassessable nonassessable, represented by certificates and are not subject to or issued in violation any preemptive rights. Buyer owns of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision record and beneficially all of the applicable corporate laws shares of the State its Subsidiaries, free and clear of Delaware, the Company Constituent Instruments or any Contract (as defined in Section 3.05) to which the Company is a party or otherwise boundall Liens. There are not any bondsno warrants, debentures, notes or other indebtedness of 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 Stock or the common stock of any Company Subsidiary may vote (“Voting Company Debt”). Except as set forth above, as of the date of this Agreement, there are not any options, warrants, rightsContracts, convertible or exchangeable securities, “phantom” stock securities or other preferential rights, stock appreciation rights, stock-based performance units, commitments, Contracts, arrangements or undertakings of any kind commitments pursuant to which the Company Buyer or any Company Subsidiary is a party of its Subsidiaries are or by which any of them is bound (a) obligating the Company or any Company Subsidiary may become obligated to allot, issue, deliver or sell, purchase or cause to be issued, delivered or sold, additional redeem any shares of in its capital stock or other equity ownership interests inor securities, other than as contemplated by this Agreement. There are no standstill, voting or similar agreements or Contracts or any security convertible rights of first offer or exercisable for first refusal to which Buyer or exchangeable into any of its Subsidiaries are a party that currently or in the future will limit the ability of any Person to acquire, vote, sell, hold or otherwise deal with the ordinary shares of Buyer or capital stock of or other equity its Subsidiaries and any interest in, the Company or any Company Subsidiary or any Voting Company Debt, (b) obligating the Company or any Company Subsidiary to issue, grant, extend or enter into any such option, warrant, call, right, security, commitment, Contract, arrangement or undertaking or (c) that give any person the right to receive any economic benefit therein or right similar to or derived from the economic benefits and rights occurring to holders in respect thereof. Upon consummation of the capital stock of the Company or of any Company Subsidiary. As of the date of transactions contemplated by this Agreement, there are not any outstanding contractual obligations Seller will acquire from Buyer beneficial ownership of the Company to repurchase, redeem or otherwise acquire any shares of capital stock Buyer comprising the Share Consideration, free and clear of all Liens, together with all rights which may become attached to such shares at or after the CompanyClosing.

Capital Structure. The authorized capital stock of the Company consists of 1,000 30,000,000 shares of common stockCompany Common Stock, all of which 3,145,123 shares are issued and outstanding as of the date hereof, and 12,000,000 shares of Company Preferred Stock, of which there are designated 3,250,000 shares of Series A Preferred Stock, 3,040,000 of which are issued and outstanding. Except outstanding 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 Subsidiarydate hereof. All outstanding shares of the capital stock of the Company Common Stock and each Company Subsidiary Preferred Stock are duly authorized, validly issued, fully paid and nonassessable non-assessable and are free of any liens or encumbrances other than any liens or encumbrances created by or imposed upon the holders thereof, and are not subject to preemptive rights or issued in violation of any purchase option, call option, right rights of first refusal, preemptive right, subscription right or any similar right under any provision of the applicable corporate laws of the State of Delawarerefusal created by statute, the Company Constituent Instruments Certificate of Incorporation or any Contract (as defined in Section 3.05) to which the Company is a party or otherwise bound. There are not any bonds, debentures, notes or other indebtedness Bylaws of 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 Stock or the common stock of any Company Subsidiary may vote (“Voting Company Debt”). Except as set forth above, as of the date of this Agreement, there are not any options, warrants, rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contracts, arrangements or undertakings of any kind agreement to which the Company or any Company Subsidiary is a party or by which it is bound. There are 2,732,000 shares of Common Stock reserved for issuance under the 2000 Equity Incentive Plan, of which 1,357,500 shares are subject to outstanding options and 1,374,500 shares were reserved for future option grants. There are 100,000 shares of Company Common Stock reserved for issuance under the 2000 Non-Employee Equity Incentive Plan, of which 83,210 shares are subject to outstanding options and 16,790 shares were reserved for future option grants. Company has delivered to Parent true and complete copies of each form of agreement or stock option plan evidencing each Company Option. Except for the rights created pursuant to this Agreement and the rights disclosed in the preceding two sentences, there are no other options, warrants, calls, rights, commitments or agreements of any of them character to which Company is a party or by which it is bound (a) obligating the Company or any Company Subsidiary to issue, deliver or deliver, sell, repurchase or redeem or cause to be issued, delivered or delivered, sold, additional repurchased or redeemed, any shares of capital stock Company Capital Stock or other equity interests inobligating Company to grant, extend, accelerate the vesting of, change the price of, or any security convertible or exercisable for or exchangeable into any capital stock of or other equity interest in, the Company or any Company Subsidiary or any Voting Company Debt, (b) obligating the Company or any Company Subsidiary to issue, grant, extend otherwise amend or enter into any such option, warrant, call, right, security, commitment, Contract, arrangement commitment or undertaking or (c) that give any person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights occurring to holders agreement. All shares of Common Stock issuable upon conversion of the Preferred Stock or upon exercise of the options described in this Section 2.5 will be, when issued pursuant to the respective terms of such Preferred Stock or options, duly authorized, validly issued, fully paid and nonassessable. There are no other contracts, commitments or agreements relating to voting, purchase or sale of Company's capital stock (i) between or among Company and any of the Company its stockholders and (ii) to Company's knowledge, between or among any of any Company Subsidiary. As of the date Company's stockholders, except as contemplated by Section 5.18 of this Agreement, there are not any outstanding contractual obligations of the Company to repurchase, redeem or otherwise acquire any . All shares of capital stock of the Companyoutstanding Company Common Stock and Company Preferred Stock and rights to acquire Company Capital Stock were issued in compliance with all applicable federal and state securities laws.

Capital Structure. The authorized capital stock of the Company ----------------- consists of 1,000 21,484,375 Shares and 5,000,000 shares of common stockPreferred Stock, all no par value per share. As of which are December 31, 1996, (i) 4,606,199 Shares were issued and outstanding, (ii) no Shares were held by the Company or by any of the Company's subsidiaries, (iii) 633,450 Shares were reserved for issuance pursuant to the outstanding Company Options, (iv) no Shares were reserved for issuance pursuant to the ESPP and (v) no shares of Preferred Stock were issued, reserved for issuance or outstanding. Except as set forth above, no shares of capital stock or other equity or voting securities of the Company are issued, reserved for issuance or outstanding. The Company is the sole record and beneficial owner of all , except for Shares referred to in clause (iii) above which may be issued upon exercise of the issued and outstanding capital stock of each Company SubsidiaryOptions. All outstanding shares of the capital stock of the Company are, and each Company Subsidiary are all Shares which may be issued pursuant to the Option Plans will, when issued, be duly authorized, validly issued, fully paid and nonassessable and not subject to or issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the applicable corporate laws of the State of Delaware, the Company Constituent Instruments or any Contract (as defined in Section 3.05) to which the Company is a party or otherwise boundrights. There are not any bonds, debentures, notes or other indebtedness or securities of the Company or any Company Subsidiary having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders shareholders of the Company Stock or the common stock of any Company Subsidiary may vote (“Voting Company Debt”)vote. Except as set forth above, as above and in Section 4.1(c) of the date of this AgreementDisclosure Schedule, there are not any securities, options, warrants, calls, rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contractsagreements, arrangements or undertakings of any kind to which the Company or any Company Subsidiary of its subsidiaries is a party or by which any of them is bound (a) obligating the Company or any Company Subsidiary of its subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity interests in, or any security convertible or exercisable for or exchangeable into any capital stock voting securities of or other equity interest in, the Company or of any Company Subsidiary of its subsidiaries or any Voting Company Debt, (b) obligating the Company or any Company Subsidiary of its subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, security, commitment, Contractagreement, arrangement arrange- ment or undertaking undertaking. There are no outstanding rights, commitments, agreements, arrangements or (c) that give undertakings of any person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights occurring to holders of the capital stock of kind obligating the Company or any of any Company Subsidiary. As of the date of this Agreement, there are not any outstanding contractual obligations of the Company its subsidiaries to repurchase, redeem or otherwise acquire or dispose of any shares of capital stock or other equity or voting securities of the CompanyCompany or any of its subsidiaries or any securities of the type described in the two immediately preceding sentences.

Capital Structure. The authorized capital stock of the Company consists of 1,000 21,484,375 Shares and 5,000,000 shares of common stockPreferred Stock, all no par value per share. As of which are De- cember 31, 1996, (i) 4,606,199 Shares were issued and outstand- ing, (ii) no Shares were held by the Company or by any of the Company's subsidiaries, (iii) 633,450 Shares were reserved for issuance pursuant to the outstanding Company Options, (iv) no Shares were reserved for issuance pursuant to the ESPP and (v) no shares of Preferred Stock were issued, reserved for issuance or outstanding. Except as set forth above, no shares of capital capi- tal stock or other equity or voting securities of the Company are issued, reserved for issuance or outstanding. The Company is the sole record and beneficial owner of all , except for Shares referred to in clause (iii) above which may be issued upon exercise of the issued and outstanding capital stock of each Company SubsidiaryOptions. All outstanding out- standing shares of the capital stock of the Company are, and each Company Subsidiary are all Shares which may be issued pursuant to the Option Plans will, when issued, be duly authorized, validly issued, fully paid and nonassessable and not subject to or issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the applicable corporate laws of the State of Delaware, the Company Constituent Instruments or any Contract (as defined in Section 3.05) to which the Company is a party or otherwise boundrights. There are not any bonds, debentures, notes or other indebtedness or secu- rities of the Company or any Company Subsidiary having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders shareholders of the Company Stock or the common stock of any Company Subsidiary may vote (“Voting Company Debt”)vote. Except as set forth above, as above and in Section 4.1(c) of the date of this AgreementDisclo- sure Schedule, there are not any securities, options, warrants, calls, rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contractsagreements, arrangements or undertakings under- takings of any kind to which the Company or any Company Subsidiary of its subsid- iaries is a party or by which any of them is bound (a) obligating the Company or any Company Subsidiary of its subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity interests in, or any security convertible or exercisable for or exchangeable into any capital stock voting securities of or other equity interest in, the Company or of any Company Subsidiary of its subsidiaries or any Voting Company Debt, (b) obligating the Company or any Company Subsidiary of its subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, security, commitment, Contractagreement, arrangement or undertaking undertaking. There are no outstanding rights, commitments, agreements, arrangements or (c) that give undertakings of any person 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 kind obligating the Company or any of any Company Subsidiary. As of the date of this Agreement, there are not any outstanding contractual obligations of the Company its subsidiaries to repurchase, redeem or otherwise acquire or dis- pose of any shares of capital stock or other equity or voting securities of the CompanyCompany or any of its subsidiaries or any se- curities of the type described in the two immediately preceding sentences.

Capital Structure. The authorized capital stock of the Company consists of 1,000 shares of common stock200,000,000 Shares, all of which 150,856,104 Shares were outstanding as of the close of business on June 8, 2014. All of the outstanding Shares have been duly authorized and are issued validly issued, fully paid and outstandingnonassessable. Except as set forth aboveAs of June 8, 2014, other than 8,795,634 Shares reserved for issuance in respect of Company Options under the 2012 Stock Incentive Plan, the 2005 Stock Incentive Plan, the 2004 Stock Incentive Plan, and the 1998 Equity Incentive Plan, and options under the 2014 Employee Stock Purchase Plan (together with the foregoing plans, the “Stock Plans”), the Company has no Shares reserved for issuance. Each of the outstanding shares of capital stock or other voting equity securities of the Company are issued, reserved for issuance or outstanding. The Company is the sole record and beneficial owner of all each of the issued and outstanding capital stock of each Company Subsidiary. All outstanding shares of the capital stock of the Company and each Company Subsidiary are Company’s Subsidiaries is duly authorized, validly issued, fully paid and nonassessable and not subject to owned by the Company or issued in violation by a direct or indirect wholly-owned Subsidiary of the Company, free and clear of any purchase optionlien, call optioncharge, right pledge, security interest, claim or other encumbrance (each, a “Lien”) other than those arising under federal or state Securities Laws. Except as set forth above, there are no preemptive or other outstanding rights, options, warrants, conversion rights, stock appreciation rights, performance units, redemption rights, repurchase rights, agreements, arrangements, calls, commitments or rights of first refusal, preemptive right, subscription right any kind that obligate the Company or any similar right under of its Subsidiaries to issue or sell any provision shares of capital stock or other equity securities of the applicable corporate laws Company or any of its Subsidiaries or any securities or obligations convertible or exchangeable into or exercisable for, or giving any Person a right to subscribe for or acquire, any equity securities of the State of Delaware, the Company Constituent Instruments or any Contract (as defined of its Subsidiaries, and no securities or obligations evidencing such rights are authorized, issued or outstanding. Upon any issuance of any Shares in Section 3.05) to which accordance with the terms of the Stock Plans, such Shares will be duly authorized, validly issued, fully paid and nonassessable and free and clear of any Liens other than those arising under federal or state Securities Laws. The Company is a party or otherwise bound. There are does not have outstanding any bonds, debentures, notes or other indebtedness obligations the holders of Company or any Company Subsidiary having which have the right to vote (or convertible into, into or exchangeable for, exercisable for securities having the right to vote) with the stockholders of the Company on any matters on which holders of Company Stock or the common stock of any Company Subsidiary may vote (“Voting Company Debt”)matter. Except as set forth above, as of the date For purposes of this Agreement, there are not any options, warrants, rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stocka wholly-based performance units, commitments, Contracts, arrangements or undertakings of any kind to which the Company or any Company owned Subsidiary is a party or by which any of them is bound (a) obligating the Company or any Company Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity interests in, or any security convertible or exercisable for or exchangeable into any capital stock of or other equity interest in, the Company or any Company Subsidiary or any Voting Company Debt, (b) obligating the Company or any Company Subsidiary to issue, grant, extend or enter into any such option, warrant, call, right, security, commitment, Contract, arrangement or undertaking or (c) that give any person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights occurring to holders of the capital stock of the Company or of shall include any Company Subsidiary. As of the date of this Agreement, there are not any outstanding contractual obligations Subsidiary of the Company to repurchase, redeem or otherwise acquire any of which all of the shares of capital stock of such Subsidiary are owned by the Company (or a wholly-owned Subsidiary of the Company).

Capital Structure. (i) The authorized capital stock of the Company consists of 1,000 (x) 40,000,000 Shares, of which 20,124,989 Shares were outstanding as of the close of business on November 15, 2005 and (y) 1,000,000 shares of common stockpreferred stock of the Company, all of which no shares are issued and outstandingoutstanding as of the date hereof. Except as set forth aboveAll of the outstanding Shares have been duly authorized and are validly issued, fully paid and nonassessable. Other than 2,227,300 Shares reserved for issuance under the Company’s 1995 Stock Incentive Plan for Key Employees, Director Stock Option Plan and 2003 Equity Compensation Plan and the options issued pursuant to the agreements listed in Section 5.1(b) of the Company Disclosure Letter (the “Stock Plans”), and the standby commitment stock options granted to certain members of the JP Acquisition Fund Group, the Company has no Shares reserved for issuance. Section 5.1(b)(i) of the Company Disclosure Letter contains a correct and complete list of options, restricted stock and performance share rights under the Stock Plans, including the holder, date of grant, term, number of Shares and, where applicable, exercise price and vesting schedule, including whether the vesting will be accelerated by the execution of this Agreement or consummation of the Merger or by termination of employment or change of position following consummation of the Merger. Each of the outstanding 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 each of the issued and outstanding capital stock of each Company Subsidiary. All outstanding shares of the capital stock of the Company and each Company Subsidiary are Company’s Subsidiaries is duly authorized, validly issued, fully paid and nonassessable and not subject to owned by the Company or issued in violation by a direct or indirect wholly-owned Subsidiary of the Company, free and clear of any purchase optionlien, call optioncharge, right of first refusalpledge, preemptive rightsecurity interest, subscription right or any similar right under any provision of the applicable corporate laws of the State of Delaware, the Company Constituent Instruments or any Contract (as defined in Section 3.05) to which the Company is a party or otherwise bound. There are not any bonds, debentures, notes claim or other indebtedness of Company or any Company Subsidiary having the right to vote encumbrance (or convertible intoeach, or exchangeable for, securities having the right to vote) on any matters on which holders of Company Stock or the common stock of any Company Subsidiary may vote (a “Voting Company DebtLien”). Except as set forth above, as of the date of this Agreement, there are not any no preemptive or other outstanding rights, options, warrants, rights, convertible or exchangeable securities, “phantom” stock conversion rights, stock appreciation rights, stock-based performance unitsredemption rights, commitmentsrepurchase rights, Contractsagreements, arrangements arrangements, calls, commitments or undertakings rights of any kind to which that obligate the Company or any Company Subsidiary is a party of its Subsidiaries to issue or by which sell any of them is bound (a) obligating the Company or any Company Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity interests in, or any security convertible or exercisable for or exchangeable into any capital stock securities of or other equity interest in, the Company or any Company Subsidiary of its Subsidiaries or any Voting Company Debtsecurities or obligations convertible or exchangeable into or exercisable for, (b) obligating or giving any Person a right to subscribe for or acquire, any securities of the Company or any of its Subsidiaries, and no securities or obligations evidencing such rights are authorized, issued or outstanding. Upon any issuance of any Shares in accordance with the terms of the Stock Plans, such Shares will be duly authorized, validly issued, fully paid and nonassessable and free and clear of any Liens. The Company Subsidiary to issuedoes not have outstanding any bonds, grantdebentures, extend notes or enter into any such option, warrant, call, right, security, commitment, Contract, arrangement or undertaking or (c) that give any person other obligations the holders of which have the right to receive any economic benefit vote (or convertible into or exercisable for securities having the right similar to or derived from vote) with the economic benefits and rights occurring to holders of the capital stock stockholders of the Company or of on 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 Companymatter.

Capital Structure. The authorized capital stock of the Company ----------------- consists of 1,000 100,000,000 shares of common Company Common Stock and 10,000,000 shares of preferred stock, all par value $.01 per share ("COMPANY PREFERRED ----------------- STOCK"). At the close of which are business on June 25, 2001, (i) 37,653,461 shares ----- of Company Common Stock were issued and outstanding. Except as set forth above, none of which shares are subject to restrictions (other than with respect to Rule 144 of the Securities Act) or forfeiture risks, (ii) no shares of Company Common Stock were held by the Company in its treasury, (iii) 7,080,696 shares of Company Common Stock were issuable pursuant to outstanding Company Stock Options, and (iv) no shares of Company Preferred Stock were issued or outstanding. Since June 25, 2001, except as permitted by Section 4.1(a)(ii) of this Agreement, (i) there have been no issuances of capital stock or other voting securities of the Company are (or securities convertible into or exchangeable or exercisable for such capital stock) other than issuances of Company Common Stock pursuant to the exercise of options outstanding on June 25, 2001 under Company Stock Plans, and (ii) no options, warrants, securities convertible into, or commitments with respect to the issuance of shares of Company Common Stock have been issued, reserved for issuance granted or outstanding. The Company is the sole record and beneficial owner of all of the issued and outstanding capital stock of each Company Subsidiarymade. All outstanding shares of the capital stock of the Company are, and each all shares which may be issued pursuant to the Company Subsidiary are Stock Plans will be, when issued in accordance with the terms thereof, duly authorized, validly issued, fully paid and nonassessable and not subject to or issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the applicable corporate laws of the State of Delaware, the Company Constituent Instruments or any Contract (as defined in Section 3.05) to which the Company is a party or otherwise boundrights. There are not any 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 stockholders of the Company Stock or the common stock of any Company Subsidiary may vote (“Voting Company Debt”)vote. Except (i) as set forth aboveabove in this Section 3.1(c), and (ii) for shares of Company Common Stock reserved for issuance under any plan or arrangement providing for the grant of options to purchase shares of Company Common Stock to current or former officers, directors, employees or consultants of the Company or its Subsidiaries or resulting from the issuance of shares of Company Common Stock pursuant to Stock Options outstanding as of the date close of this Agreementbusiness on June 25, 2001, (x) there are not issued, issuable, reserved for issuance or outstanding (A) any shares of capital stock or other voting securities of the Company, (B) any securities of the Company convertible into or exchangeable or exercisable for shares of capital stock or voting securities of the Company, (C) any warrants, calls, options or other rights to acquire from the Company or any Subsidiary of the Company, and no obligation of the Company or any Subsidiary of the Company to issue, any capital stock, voting securities or securities convertible into or exchangeable or exercisable for capital stock or voting securities of the Company or (D) stock appreciation rights or rights to receive shares of Company Common Stock on a deferred basis granted under the Company Stock Plans or otherwise; and (y) there are not any options, warrants, rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contracts, arrangements or undertakings outstanding obligations of any kind to which the Company or any Company Subsidiary is a party or by which any of them is bound (a) obligating the Company to repurchase, redeem or otherwise acquire any Company Subsidiary such securities or to issue, deliver or sell, or cause to be issued, delivered or sold, additional any such securities. Neither the Company nor any Subsidiary is a party to any voting agreement with respect to the voting of any such securities. Except as set forth in this Section 3.1(c), there are no issued, issuable, reserved for issuance or outstanding (A) securities of the Company or any Subsidiary of the Company convertible into or exchangeable or exercisable for shares of capital stock or other equity voting securities or ownership interests in any Subsidiary of the Company, (B) warrants, calls, options or other rights to acquire from the Company or any Subsidiary of the Company, and no obligation of the Company or any Subsidiary of the Company to issue, any capital stock, voting securities or other ownership interests in, or any security securities convertible into or exchangeable or exercisable for or exchangeable into any capital stock of stock, voting securities or other equity interest ownership interests in, any Subsidiary of the Company or (C) obligations of the Company or any Company Subsidiary or any Voting Company Debt, (b) obligating the Company or any Company Subsidiary to issue, grant, extend or enter into any such option, warrant, call, right, security, commitment, Contract, arrangement or undertaking or (c) that give any person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights occurring to holders of the capital stock of the Company or of any Company Subsidiary. 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 such outstanding securities of capital stock Subsidiaries of the Company or to issue, deliver or sell, or cause to be issued, delivered or sold, any such securities. Except as set forth above in this Section 3.1(c), neither the Company nor any Subsidiary is a party to or bound by any agreement regarding any securities of the Company or any Subsidiary of the Company.

Capital Structure. The As of the date hereof, the authorized capital stock of the Company consists of 1,000 60,000,000 shares of common Company Common Stock and 15,000,000 shares of undesignated preferred stock, par value $.01 per share ("Company Preferred Stock"). At the close of business on March 31, 1999, (i) 23,920,839 shares of Company Common Stock were issued and outstanding, all of which are issued were validly issued, fully paid and outstandingnonassessable and free of preemptive rights, (ii) no shares of Company Common Stock were held in the treasury of the Company or by Subsidiaries of the Company and (iii) 5,695,790 shares of Company Common Stock were reserved for issuance pursuant to outstanding options under the Company's stock plans described under Section 3.2 of the letter dated the date hereof and delivered on the date hereof by the Company to Parent, which letter relates to this Agreement and is designated therein as the Company Letter (the "Company Letter") (collectively, the "Company Stock Plans"). Except as set forth abovein Section 3.2 of the Company Letter, no options have been granted since March 31, 1999. At the close of business on March 31, 1999, the Company's outstanding 8% convertible subordinated debentures (the "Convertible Debentures") were convertible into approximately 231,373 shares of Company Common Stock. Except as set forth in Section 3.2 of the Company Letter, the Company Stock Plans are the only benefit plans of the Company or its Subsidiaries under which any securities of the Company or any of its Subsidiaries are issuable. No shares of Company Preferred Stock are outstanding. As of the date of this Agreement, except (i) as set forth above or (ii) as set forth in Section 3.2 of the Company Letter, no shares of capital stock or other voting securities of the Company are or any Subsidiary were 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 and each Company Subsidiary are duly authorized, validly issued, fully paid and nonassessable and not subject to or issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the applicable corporate laws of the State of Delaware, the Company Constituent Instruments or any Contract (as defined in Section 3.05) to which the Company is a party or otherwise bound. There are not any bonds, debentures, notes or other indebtedness of 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 Stock or the common stock of any Company Subsidiary may vote (“Voting Company Debt”). Except as set forth above, as As of the date of this Agreement, except as set forth in Section 3.2 of the Company Letter, there are not any no options, warrants, rightscalls, convertible rights or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contracts, arrangements or undertakings of any kind agreements to which the Company or any Company Subsidiary of its Subsidiaries is a party or by which any of them is bound (a) obligating the Company or any Company Subsidiary of its Subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity interests in, or any security convertible or exercisable for or exchangeable into any capital stock of or other equity interest in, the Company or any Company Subsidiary of its Subsidiaries or any Voting Company Debt, (b) obligating the Company or any Company Subsidiary of its Subsidiaries to issue, grant, extend or enter into any such option, warrant, call, right, security, commitment, Contract, arrangement right or undertaking or (c) that give any person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights occurring to holders of the capital stock of the Company or of any Company Subsidiaryagreement. As of the date of this Agreement, there are not any Each outstanding contractual obligations of the Company to repurchase, redeem or otherwise acquire any shares share of capital stock of each Subsidiary of the Company that is a corporation is duly authorized, validly issued, fully paid and nonassessable and, except as set forth in Section 3.2 of the Company Letter, each such share is owned by the Company or another Subsidiary of the Company, free and clear of all security interests, liens, claims, pledges, options, rights of first refusal, agreements, limitations on voting rights, charges and other encumbrances of any nature whatsoever. Other than the Convertible Debentures, the Company does not have any outstanding bonds, debentures, notes or other obligations the holders of which have the right to vote (or convertible into or exercisable for securities having the right to vote) with the stockholders of the Company on any matter. Exhibit 21 to the Company's Annual Report on Form 10-K for the year ended December 31, 1998, as filed with the SEC (the "Company Annual Report"), is a true, accurate and correct statement in all material respects of all of the information as of December 31, 1998 required to be set forth therein by the regulations of the SEC.

Capital Structure. (a) The authorized capital stock of the Company consists solely of 1,000 (i) 75,000,000 shares of common stock, all Company Common Stock and (ii) 5,000,000 shares of which Company Preferred Stock. A total of 19,687,229 shares of Company Common Stock are issued and outstandingoutstanding as of the date hereof. Except No shares of Company Preferred Stock are issued and outstanding as set forth above, of the date hereof. The Company holds no treasury shares. There are no other issued and outstanding shares of capital stock or other voting securities of the Company are issued, reserved for issuance and no outstanding commitments to issue any shares of capital stock or outstanding. The Company is the sole record and beneficial owner of all voting securities of the Company, other than (A) pursuant to the exercise of Company Options outstanding as of the date hereof under the Company Option Plans and (B) pursuant to the Company ESPP. All issued and outstanding capital stock of each Company Subsidiary. All outstanding shares of the capital stock of the Company and each Company Subsidiary Common Stock are duly authorized, validly issued, fully paid and nonassessable non-assessable and not subject to or issued in violation are free of any purchase optionall Encumbrances, call optionpreemptive rights, right rights of first refusalrefusal and “put” or “call” rights created by statute, preemptive right, subscription right the Certificate of Incorporation or Bylaws of the Company or any similar right under any provision of the applicable corporate laws of the State of Delaware, the Company Constituent Instruments or any Contract (as defined in Section 3.05) agreement to which the Company is a party or otherwise by which it is bound. There are no issued and outstanding shares of Company Common Stock that are subject to Repurchase Rights. All issued and outstanding shares of Company Common Stock and all outstanding Company Options were issued in compliance with all applicable federal and state securities laws and all requirements set forth in applicable Contracts. There is no liability for dividends accrued and unpaid by the Company. The Company is not under any bonds, debentures, notes obligation to register under the Securities Act any of the presently outstanding shares of Company Common Stock or other indebtedness of Company securities 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 Stock or the common stock of any Company Subsidiary may vote (“Voting Company Debt”). Except as set forth above, as of the date of this Agreement, there are not any options, warrants, rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contracts, arrangements or undertakings of any kind to which the Company or any Company Subsidiary is a party or by which any of them is bound (a) obligating the Company or any Company Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity interests in, or any security convertible or exercisable for or exchangeable into any capital stock of or other equity interest in, the Company or any Company Subsidiary or any Voting Company Debt, (b) obligating the Company or any Company Subsidiary to issue, grant, extend or enter into any such option, warrant, call, right, security, commitment, Contract, arrangement or undertaking or (c) securities 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 of capital stock of the Companymay be subsequently issued.

Capital Structure. The authorized capital stock of the Company consists of 1,000 50,000,000 shares of common stock, all Company Common Stock of which are issued 17,485,062 were outstanding as of August 31, 2000 and outstandingno more than a total of 26,750,000 of which shall as of the Effective Time be outstanding (or issuable in connection with the exercise or conversion of any Company Options and Company Warrants), none of which is or shall be held by the Company Subsidiaries. Except as set forth above, no As part of the 26,750,000 shares of capital Company Common Stock, and as of August 31, 2000 there were 1,363,136 shares of Company Common Stock issuable upon the exercise of outstanding stock options ("Company Options"), whether or not vested, under the Company's Amended and Restated Stock Incentive Plan and the Directors' Stock Option Plan and any other voting securities stock option plans and other options (collectively, the "Company Incentive and Stock Option Plans"). As of August 31, 2000 there were 3,728,840 shares of Company Common Stock issuable upon the exercise of outstanding warrants (the "Company Warrants") as further described in 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 SubsidiaryDisclosure Schedule. All outstanding shares of Company Common Stock are, and any shares of Company Common Stock issued upon exercise of any Company Options and Company Warrants, or otherwise, will be, upon issuance on the capital stock of terms and conditions specified in the Company and each Company Subsidiary instruments pursuant to which they are duly authorizedissuable, validly issued, fully paid and paid, nonassessable and not subject to any preemptive rights, or issued in violation of to any purchase option, call option, right of first refusal, preemptive right, subscription right agreement to which Company or any similar right under any provision of the applicable corporate laws of the State of Delaware, the Company Constituent Instruments or any Contract (as defined in Section 3.05) to which the Company Subsidiaries is a party or otherwise bound. There are not any bonds, debentures, notes or other indebtedness of by which Company or any of the Company Subsidiary having Subsidiaries may be bound. Except for the right to vote (or convertible into, or exchangeable for, securities having shares of Common Stock issuable upon the right to vote) on any matters on which holders exercise of Company Stock or the common stock of any Options and Company Subsidiary may vote (“Voting Company Debt”). Except as set forth above, as of the date of this AgreementWarrants, there are not now and at the Effective Time there will not be any options, warrants, calls, conversion rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contractsagreements, contracts, understandings, restrictions, arrangements or undertakings rights of any kind character to which the Company or any of the Company Subsidiary Subsidiaries is a party or by which any of them is may be bound (a) obligating the Company or any of the Company Subsidiary 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 the capital stock of Company or other equity interest in, of any the Company Subsidiaries or obligating Company or any Company Subsidiary or any Voting Company Debt, (b) obligating the Company or any Company Subsidiary Subsidiaries to issue, grant, extend or enter into any such option, warrant, call, conversion right, security, commitment, Contractagreement, contract, understanding, restriction, arrangement or undertaking right. Company does not have outstanding any bonds, debentures, notes or (c) that give any person other indebtedness the holders of which have the right to receive any economic benefit vote (or convertible or exercisable into securities having the right similar to or derived from the economic benefits and rights occurring to vote) with holders of Company Common Stock on any matter ("Voting Debt"). Company is the capital stock owner, directly or indirectly, of the Company or of any Company Subsidiary. As of the date of this Agreement, there are not any all outstanding contractual obligations of the Company to repurchase, redeem or otherwise acquire any shares of capital stock of each of the CompanyCompany Subsidiaries free and clear of all liens, pledges, security interests, claims or other encumbrances and all such shares are duly authorized, validly issued, fully paid and nonassessable.

Capital Structure. The authorized share capital stock of the Company consists of 1,000 Forty-One Million Eight Hundred Thousand (41,800,000) shares with (i) Thirty-Three Million Four Hundred Thousand (33,400,000) of common stock authorized and Twenty-Five Million (25,000,000) shares issued and outstanding; and (ii) Eight Million Four Hundred Thousand (8,400,000) of preferred stock, of which Five Million (5,000,000) are designed as “Series A Preferred Stock” and Three Million Four Hundred Thousand (3,400,000) are designed as “Series A1 Preferred Stock”, and no shares of common stock, all Series A Preferred Stock and no shares of which Series A1 Preferred Stock are issued and outstanding. Except as set forth above, no No other 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 and each Company Subsidiary are duly authorized, validly issued, fully paid and nonassessable non-assessable and not subject to or issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the applicable corporate laws of the State its state of Delawareincorporation, the Company Constituent Instruments Charter Documents or any Contract (as defined in Section 3.053.04) to which the Company is a party or otherwise bound. There are not any 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 Stock or the common stock of any Company Subsidiary Shares may vote (“Voting Company Debt”). Except as otherwise set forth aboveherein, as of the date of this Agreement, there are not any no options, warrants, rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contracts, arrangements or undertakings of any kind to which the Company or any Company Subsidiary is a party or by which any of them the Company is bound (ai) obligating the Company or any Company Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity interests in, or any security convertible or exercisable for or exchangeable into any shares or capital stock of or other equity interest in, the Company or any Company Subsidiary or any Voting Company Debt, (bii) obligating the Company or any Company Subsidiary to issue, grant, extend or enter into any such option, warrant, call, right, security, commitment, Contract, arrangement or undertaking or (ciii) that give any person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights occurring to holders of the capital stock of the Company shares 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 Company.

Capital Structure. As of the Closing, the Company’s authorized capital will consist of (a) 1,000,000 shares of common stock, $0.50 par value per share, authorized, of which 1,000,000 shares are issued and outstanding as of the date hereof, (i) with each holder thereof being entitled to cast one vote for each share held on all matters properly submitted to the shareholders for their vote; and (ii) there being no pre-preemptive rights and no cumulative voting; and (b) no shares of preferred stock. The authorized Company has no shares reserved for issuance pursuant to a stock option plan or pursuant to securities exercisable for, or convertible into or exchangeable for shares of common stock. All of the issued and outstanding shares of capital stock of the Company consists of 1,000 shares of common stock, all of which 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. The Company is the sole record and beneficial owner of all of the issued and outstanding capital stock of each Company Subsidiary. All outstanding shares of the capital stock of the Company and each Company Subsidiary are duly authorized, validly issued, fully paid and nonassessable and not subject to or issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision owned by the security holders indicated on Schedule 3.1. All of the applicable corporate laws of issued and outstanding stock shall be exchanged for the State of DelawareExchange Shares, the Company Constituent Instruments or any Contract (as defined in Section 3.05) to which the Company is a party or otherwise bound. There are not any bonds, debentures, notes or other indebtedness of 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 Stock or the common stock of any Company Subsidiary may vote (“Voting Company Debt”). Except as set forth above, so that as of the date Effective Time and upon conversion of this Agreementall of the Company’s 12% Convertible Notes into Parent Convertible Notes, there no shares of the Company shall be issued and outstanding (on a fully diluted basis) which are not any options, warrants, rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contracts, arrangements or undertakings of any kind to which the Company or any Company Subsidiary is a party or owned by which any of them is bound (a) obligating the Company or any Company Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, additional Parent. No shares of capital stock or other equity interests in, or any security convertible or exercisable for or exchangeable into any capital stock of or other equity interest in, the Company or any Company Subsidiary or any Voting Company Debt, (b) obligating the Company or any Company Subsidiary to issue, grant, extend or enter into any such option, warrant, call, right, security, commitment, Contract, arrangement or undertaking or (c) that give any person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights occurring to holders of the capital stock of the Company are subject to preemptive rights or any other similar rights. There are (i) no outstanding options, warrants, scrip, rights to subscribe for, puts, calls, rights of first refusal, agreements, understandings, claims or other commitments or rights of any Company Subsidiary. As of the date of this Agreementcharacter whatsoever relating to, there are not any outstanding contractual obligations of the Company to repurchase, redeem or otherwise acquire securities or rights convertible into or exchangeable for any shares of capital stock of the Company or arrangements by which the Company is or may become bound to issue additional shares of capital stock of the Company, (ii) no agreements or arrangements under which the Company is obligated to register the sale of any of its securities under the Securities Act, and (iii) no anti-dilution or price adjustment provisions contained in any security issued by the Company (or any agreement providing any such rights).

Capital Structure. The authorized share capital stock of the Company consists of 1,000 Five Hundred Million (500,000,000) shares of stock consisting of Five Hundred Million (500,000,000) shares of common stock, all par value $0.0001 per share, of which Twenty Eight Million Seven Hundred Eighty Eight Thousand Two Hundred and Fifty Two (28,788,252) shares are issued and outstanding. Except as set forth above, no 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 and each Company Subsidiary are duly authorized, validly issued, fully paid and nonassessable non-assessable and not subject to or issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the applicable corporate laws of the State its state of Delawareincorporation, the Company Constituent Instruments Charter Documents or any Contract (as defined in Section 3.053.04) to which the Company is a party or otherwise bound. There are not any 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 Stock or the common stock of any Company Subsidiary Shares may vote (“Voting Company Debt”). Except as set forth aboveherein, as of the date of this Agreement, there are not any no options, warrants, rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contracts, arrangements or undertakings of any kind to which the Company or any Company Subsidiary is a party or by which any of them the Company is bound (ai) obligating the Company or any Company Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity interests in, or any security convertible or exercisable for or exchangeable into any shares or capital stock of or other equity interest in, the Company or any Company Subsidiary or any Voting Company Debt, (bii) obligating the Company or any Company Subsidiary to issue, grant, extend or enter into any such option, warrant, call, right, security, commitment, Contract, arrangement or undertaking or (ciii) that give any person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights occurring to holders of the capital stock of the Company shares 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 Company.

Capital Structure. The authorized capital stock As of immediately following the consummation of the transactions contemplated by the Contribution Agreement: (A) 29,807,692 Company Units were issued and outstanding, plus the Additional Acquired Units and any Company Units issued in connection with the Ancillary Agreements pursuant to the A&R LLC Agreement; (B) no Company Units were subject to issuance upon exercise of outstanding options to acquire Company Units; and (C) no Voting Debt of the Company consists of 1,000 shares of common stock, all of which are was issued and outstandingoutstanding or authorized for issuance. All outstanding Company Units are validly issued, fully paid and non-assessable (except as such non-assessability may be affected by Sections 18-607 and 18-804 of the Delaware Limited Liability Company Act) and are not subject to preemptive rights or any other Encumbrances (except arising pursuant to applicable securities Laws or arising under the Organizational Documents of the Company or the Ancillary Agreements or in connection with Indebtedness of the Tema (as more specifically described on Schedule 3.1(e)(iii) or Schedule 3.1(q)(i) of the Company Disclosure Schedule)). There are no outstanding equity interests in the Company other than the Company Units described in the first sentence of this Section 3.1(b). There are no outstanding options, warrants or other rights to subscribe for, purchase or acquire from the Company any Company Units or other equity interests in the Company or securities convertible into or exchangeable or exercisable for Company Units or other equity interests in the Company. Except as set forth abovein this Section 3.1(b), no shares there are no: (1) securities of capital stock the Company convertible into, exchangeable or exercisable for Company Units, Voting Debt of the Company or other voting securities of the Company are issuedCompany, reserved for issuance or outstanding. The Company is the sole record and beneficial owner of all of the issued and outstanding capital stock of each Company Subsidiary. All outstanding shares of the capital stock of the Company and each Company Subsidiary are duly authorized(2) options, validly issuedwarrants, fully paid and nonassessable and not subject to calls, rights (including preemptive rights), commitments 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 the State of Delaware, the Company Constituent Instruments or any Contract (as defined in Section 3.05) agreements to which the Company is a party or otherwise bound. There are not any bonds, debentures, notes or other indebtedness of 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 Stock or the common stock of any Company Subsidiary may vote (“Voting Company Debt”). Except as set forth above, as of the date of this Agreement, there are not any options, warrants, rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contracts, arrangements or undertakings of any kind to which the Company or any Company Subsidiary is a party or by which any of them it is bound (a) in any case obligating the Company or any Company Subsidiary to issue, deliver deliver, sell, purchase, redeem or sellacquire, or cause to be issued, delivered or delivered, sold, purchased, redeemed or acquired, additional shares of capital stock or other equity limited liability company interests in, or any security convertible or exercisable for or exchangeable into any capital stock Voting Debt of or other equity interest in, the Company or any Company Subsidiary other voting securities of the Company, or any Voting Company Debt, (b) obligating the Company or any Company Subsidiary to issue, grant, extend or enter into any such option, warrant, call, right, securitycommitment or agreement. There are not any member agreements, commitment, Contract, arrangement voting trusts or undertaking other agreements or (c) that give any person the right understandings to receive any economic benefit or right similar to or derived from the economic benefits and rights occurring to holders of the capital stock of which the Company is a party or by which it is bound relating to the voting 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 CompanyUnits.

Capital Structure. (a) The authorized capital stock of the Company consists of 1,000 10,000,000 shares of common stockCompany Common Stock (as defined in Section 8.4), all and 2,000,000 shares of Company Preferred Stock (as defined in Section 8.4), of which there are issued and outstandingoutstanding 6,001,573 shares of Company Common Stock and no shares of Company Preferred Stock. Except There are no declared or accrued but unpaid dividends with respect to any shares of Company Common Stock or any shares of any Subsidiary of the Company, nor has any distribution of any assets of the Company or any Subsidiary of the Company been declared or paid or otherwise effected. Other than as set forth abovein the first sentence of this Section 2.2(a), there are 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 shares of each Company SubsidiaryCapital Stock (as defined in Section 8.4). All issued and outstanding shares of the capital stock of the Company and each Company Subsidiary Capital Stock are duly authorized, validly issued, fully paid and nonassessable non-assessable and not subject to or issued in violation are free of any purchase optionEncumbrances, call optionpreemptive rights, right rights of first refusalrefusal and “put” or “call” rights created by statute, preemptive right, subscription right the Company’s organizational documents or any similar right under any provision agreement to which Company is a party or by which it is bound or of which Seller has knowledge. Except as set forth in Section 2.2(a) of the applicable corporate laws of the State of Delaware, Disclosure Schedule and the Company Constituent Instruments or any Contract (as defined in Section 3.05) Stock Plan, there are no Contracts to which the Company is a party or otherwise bound. There are not any bondsparty, debentures, notes or other indebtedness of 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 Stock or the common stock of any Company Subsidiary may vote (“Voting Company Debt”). Except as set forth above, as of the date of this Agreement, there are not any options, warrants, rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contracts, arrangements or undertakings of any kind to which the Company or any Company Subsidiary is a party or by which any of them it is bound (a) bound, obligating the Company or any Company Subsidiary to issue, deliver deliver, sell, repurchase or sellredeem, or cause to be issued, delivered or delivered, sold, additional repurchased or redeemed, any shares of capital stock any Company Capital Stock or other equity interests in, or any security convertible or options exercisable for Company Capital Stock or exchangeable into any capital stock of or other equity interest in, the Company or any Company Subsidiary or any Voting Company Debt, (b) obligating the Company or any Company Subsidiary to issue, grant, extend extend, accelerate the vesting and/or repurchase rights of, change the price of, or otherwise amend or enter into any such option, warrant, call, right, security, commitment, Contract, arrangement commitment or undertaking or (cagreement. Except as set forth in Section 2.2(a) 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 Disclosure Schedule, there are no Contracts relating to voting, purchase or sale of any Company Capital Stock (i) between or among the Company and any of its security holders, and (ii) to Seller’s knowledge, between or among any of the Company’s security holders. All outstanding securities of the Company were issued or repurchased (in the case of any Company Subsidiary. As of the date of this Agreement, there are not any shares that were outstanding contractual obligations of the Company to repurchase, redeem or otherwise acquire any shares of capital stock of and repurchased by the Company) in compliance with all applicable Laws, including securities Laws.

Capital Structure. The authorized capital stock of the Company ----------------- consists solely of 1,000 309,566,242 shares of common stockCompany Common Stock, no par value, of which 20,492,945 shares are issued and outstanding, and 4,593,023 shares of Preferred Stock, no par value, all of which shares have been designated Series A Preferred Stock, and all of which are issued and outstanding. Except as set forth above, There are no other outstanding shares of capital stock or other voting securities and no outstanding commitments to issue any shares of capital stock or voting securities, other than pursuant to the exercise of Company Options outstanding under the Company are issued, reserved for issuance or outstandingStock Option Plan. The Company is the sole record Schedule 2.2 sets forth a true and beneficial owner complete list (including ------------ numbers of all shares and/or rights) of the issued and outstanding holders of Company's capital stock of each Company Subsidiaryand voting securities, and any persons with rights to acquire Company's capital stock and voting securities, which list will be promptly updated prior to Closing to reflect any changes thereto (which changes are in any event subject to the restrictions imposed under Section 4.2 below). All outstanding shares of the capital stock of the Company and each Company Subsidiary Capital Stock are duly authorized, validly issued, fully paid and nonassessable non- assessable and are free and clear of any liens or encumbrances other than any liens or encumbrances created by or imposed upon the holders thereof, and are not subject to preemptive rights or issued in violation of any purchase option, call option, right rights of first refusal, preemptive right, subscription right or any similar right under any provision of the applicable corporate laws of the State of Delawarerefusal created by statute, the Company Constituent Instruments Articles of Incorporation or any Contract (Bylaws, each as defined in Section 3.05) to which the Company is a party or otherwise bound. There are not any bondsamended, debentures, notes or other indebtedness of 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 Stock or the common stock of any Company Subsidiary may vote (“Voting Company Debt”). Except as set forth above, as of the date of this Agreement, there are not any options, warrants, rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contracts, arrangements or undertakings of any kind agreement to which the Company or any Company Subsidiary is a party or by which it is bound. Company has reserved 6,500,000 shares of Company Common Stock for issuance pursuant to the Company Stock Option Plan, of which 750,678 shares have been issued pursuant to option exercises and 2,153 shares are subject to outstanding, unexercised options (none of which such shares are vested). Except for (i) the rights created pursuant to this Agreement, (ii) the outstanding options under the Company Stock Option Plan, and (iii) Company's right to repurchase any unvested shares under the Company Stock Option Plan, there are no other options, warrants, calls, rights, commitments or agreements of them any character to which Company is a party or by which it is bound (a) obligating the Company or any Company Subsidiary to issue, deliver deliver, sell, repurchase or sellredeem, or cause to be issued, delivered or delivered, sold, additional repurchased or redeemed, any shares of capital stock or other equity interests invoting securities of Company or obligating Company to grant, extend, accelerate the vesting of, change the price of, or any security convertible or exercisable for or exchangeable into any capital stock of or other equity interest in, the Company or any Company Subsidiary or any Voting Company Debt, (b) obligating the Company or any Company Subsidiary to issue, grant, extend otherwise amend or enter into any such option, warrant, call, right, security, commitment, Contract, arrangement commitment or undertaking or (c) that give any person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights occurring to holders of the capital stock of the Company or of any Company Subsidiaryagreement. As of the date of Except for this Agreement, there are not no contracts, commitments or agreements relating to voting, purchase or sale of Company's capital stock or voting securities (i) between or among Company and any outstanding contractual obligations of its securityholders or (ii) to Company's knowledge, between or among any of Company's securityholders. None of the options previously granted by Company to repurchase, redeem permit any accelerated vesting or otherwise acquire any exercisability of those options or the shares of capital stock Company Common Stock subject to those options by reason of the Merger or any other transactions contemplated by this Agreement (except as otherwise set forth on Schedule 6.3 hereto), and the terms of the ------------ Company Stock Option Plan and the outstanding option agreements thereunder each permit the Parent's assumption of those options as options to purchase Parent Common Stock as provided in Section 5.10 of this Agreement (including the substitution of additional shares of Parent Common Stock for the Merger Cash), without the consent or approval of the holders of those options, Company's shareholders, or otherwise, and without any accelerated vesting of the options or the underlying option shares. True and complete copies of all agreements and instruments relating to or issued under the Company Stock Option Plan have been provided to Parent and such agreements and instruments have not been amended, modified or supplemented, and there are no agreements to amend, modify or supplement such agreements or instruments in any case from the form provided to Parent. All outstanding shares of Company Capital Stock and all Company Options and warrants to acquire Company Capital Stock from Company were issued in compliance with all applicable federal and state securities laws. Schedule 2.2 ------------ sets forth all notes, bonds, debentures or other evidences of indebtedness of Company, including the name of the holder, the date of issuance, and the principal amount and interest rate of each such debt, as well as the aggregate amount owed to the holder of each such instrument as of May 31, 2000 (including accrued and unpaid interest, and any premiums).

Capital Structure. The authorized capital stock (a) Section 3.6(a) of the Company consists Disclosure Schedules sets forth a true and complete statement as of 1,000 shares January 31, 2024 of common stock, (i)(x) the number and class or series (as applicable) of all of which are the Equity Securities of each Company Party issued and outstanding and (y) the original face amount, and if applicable, accrued interest as of the January 31, 2024 (in the case of CPNs) of all Company Investment Securities issued and outstanding, (ii) the identity of the Persons that are the record and beneficial owners thereof, (iii) each such owner’s relative ownership percentage thereof in the case of Equity Securities and (iv) with respect to each Company Equity Award, (A) the date of grant, (B) any applicable exercise (or similar) price, (C) the expiration date, and (D) any applicable vesting schedule (including acceleration provisions). Except The exercise price of each Company Option is equal to or greater than the fair market value of a Company Share as set forth above, no shares of capital stock or other voting securities the date of grant of such Company Option within the meaning of Section 409A of the Code. All of the Equity Securities of each Company Party have been duly authorized and validly issued. All of the outstanding Company Shares are fully paid and non-assessable. The Equity Securities of each Company Party (1) have not been issued in violation of the Governing Documents of the Company are issued, reserved for issuance or outstanding. The any other Contract to which the Company is party or bound, (2) are not subject to and have not been issued in violation of any preemptive rights, call option, right of first refusal or first offer, subscription rights, transfer restrictions or similar rights of any Person and (3) have been offered, sold and issued in compliance with applicable Law, including Securities Laws. Except for the sole record and beneficial owner Company Equity Awards set forth on Section 3.6(a) of the Company Disclosure Schedules or the Company Equity Awards permitted by Section 6.1(b), no Company Party has any outstanding (x) equity appreciation, phantom equity or profit participation rights or (y) options, restricted stock, phantom stock, warrants, purchase rights, subscription rights, conversion rights, exchange rights, calls, puts, rights of first refusal or first offer or other Contracts that could require any Company Party to issue, sell or otherwise cause to become outstanding or to acquire, repurchase or redeem any Equity Securities or securities convertible into or exchangeable for Equity Securities of any Company Party. On the Closing Date after the time at which the First Effective Time occurs, all of the issued and outstanding capital stock of each Company Subsidiary. All outstanding shares of the capital stock of the Company and each Company Subsidiary are Topco Shares (I) will be duly authorized, validly issued, fully paid and nonassessable and not subject to or nonassessable, (II) will have been issued in compliance in all material respects with applicable Law, (III) will not have been issued in breach or violation of any purchase option, call option, right of first refusal, preemptive right, subscription right rights or any similar right under any provision of the applicable corporate laws of the State of Delaware, the Company Constituent Instruments or any Contract (as defined in Section 3.05) to which the Company Topco is a party or otherwise bound. There are not any bonds, debentures, notes or other indebtedness of Company or any Company Subsidiary having the right to vote bound and (or convertible into, or exchangeable for, securities having the right to voteIV) on any matters on which holders of Company Stock or the common stock will have been issued free and clear of any Company Subsidiary may vote Liens (“Voting Company Debt”). Except other than Liens as set forth above, as of the date of this Agreement, there are not any options, warrants, rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contracts, arrangements or undertakings of any kind to which the Company or any Company Subsidiary is a party or created by which any of them is bound (a) obligating the Company or any Company Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity interests in, or any security convertible or exercisable for or exchangeable into any capital stock of or other equity interest inTopco’s Governing Documents, the Company recipient of such Topco Shares or any Company Subsidiary or any Voting Company Debt, (b) obligating the Company or any Company Subsidiary to issue, grant, extend or enter into any such option, warrant, call, right, security, commitment, Contract, arrangement or undertaking or (c) that give any person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights occurring to holders of the capital stock of the Company or of any Company Subsidiary. 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 Companyapplicable Securities Laws).

Capital Structure. The authorized capital stock of the Company consists of 1,000 Nine Hundred and Seventy Five Million (975,000,000) shares of common stock, all par value $0.001 per share, and Twenty Million (20,000,000) shares of preferred stock, par value $0.001 per share, of which (i) [●] shares of Company Stock referenced on the SEC Reports are issued and outstanding (ii) [●] shares of Preferred Stock are outstanding, and (iii) no shares of Company Stock or preferred stock are held by the Company in its treasury. Company has [●] warrants and [●] stock options outstanding. Except as set forth above, no No other 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 are, and each Company Subsidiary are all such shares that may be issued prior to the date hereof will be when issued, duly authorized, validly issued, fully paid and nonassessable non-assessable and not subject to or issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the applicable corporate laws of the State of DelawareNevada Revised Statutes, the Company Constituent Instruments Charter, the Company Bylaws or any Contract (as defined in Section 3.05) to which the Company is a party or otherwise bound. There are not any 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 Stock or the common stock of any Company Subsidiary may vote (“Voting Company Debt”). Except as set forth abovein the Company SEC Documents or the Company Disclosure Schedule, as of the date of this Agreement, there are not any no options, warrants, rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contracts, arrangements or undertakings of any kind to which the Company or any Company Subsidiary is a party or by which any of them it is bound (ai) obligating the Company or any Company Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity interests in, or any security convertible or exercisable for or exchangeable into any capital stock of or other equity interest in, the Company or any Company Subsidiary or any Voting Company Debt, (bii) obligating the Company or any Company Subsidiary to issue, grant, extend or enter into any such option, warrant, call, right, security, commitment, Contract, arrangement or undertaking or (ciii) that give any person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights occurring to holders of the capital stock of the Company. Except as set forth in the Company SEC Documents or of the Company Disclosure Schedule, the Company is not a party to any Company Subsidiary. As of the date of this Agreement, there are not agreement granting any outstanding contractual obligations security holder of the Company the right to repurchase, redeem or otherwise acquire any cause the Company to register shares of the capital stock or other securities of the CompanyCompany held by such security holder under the Securities Act.

Capital Structure. The authorized capital stock of the Company ----------------- consists of 1,000 32,000,000 shares of common stockCompany Class A Stock and 10,000,000 shares of Company Class B Common Stock. Subject to any Permitted Changes (as defined in Section 4.1(b)) following the date of this Agreement, all there are (i) 14,005,042 shares of which are Company Class A Stock issued and outstanding, (ii) 8,025,025 shares of Company Class B Stock issued and outstanding, (iii) 259,328 shares of Company Class A Stock and 97,644 shares of Company Class B Stock held in the treasury of the Company or held by any subsidiary of the Company; (iii) 147,431 shares of Company Class A Stock reserved for issuance upon exercise of authorized but unissued Company Stock Options pursuant to the Option Plans; and (iv) 1,121,855 shares of Company Class A Stock issuable upon exercise of outstanding Company Stock Options. As of August 31, 1997, there was approximately $2,500 withheld from the Company's employees' salaries to purchase shares of Company Common Stock pursuant to and issuable under the Stock Purchase Plan. 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. The Company is the sole record and beneficial owner of all of the issued and outstanding capital stock of each Company Subsidiary. All outstanding shares of the capital stock of the Company are, and each Company Subsidiary are all shares which may be issued pursuant to the Stock Plans will be when issued, duly authorized, validly issued, fully paid and nonassessable and not subject to or issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the applicable corporate laws of the State of Delaware, the Company Constituent Instruments or any Contract (as defined in Section 3.05) to which the Company is a party or otherwise boundrights. There are not any no outstanding bonds, debentures, notes or other indebtedness or other securities of the Company or any Company Subsidiary having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders stockholders of the Company Stock or the common stock of any Company Subsidiary may vote (“Voting Company Debt”)vote. Except as set forth above, as of the date of this Agreement, there are not any no outstanding securities, options, warrants, calls, rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contractsagreements, arrangements or undertakings of any kind to which the Company or any Company Subsidiary of its subsidiaries is a party or by which any of them is bound (a) obligating the Company or any Company Subsidiary of its subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity interests in, or any security convertible or exercisable for or exchangeable into any capital stock voting securities of or other equity interest in, the Company or of any Company Subsidiary of its subsidiaries or any Voting Company Debt, (b) obligating the Company or any Company Subsidiary of its subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, security, commitment, Contractagreement, arrangement or undertaking undertaking. Other than the Company Stock Options, (i) there are no outstanding contractual obligations, commitments, understandings or (c) that give any person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights occurring to holders of the capital stock arrangements of the Company or any of any Company Subsidiary. As of the date of this Agreement, there are not any outstanding contractual obligations of the Company its subsidiaries to repurchase, redeem or otherwise acquire or make any payment in respect of or measured or determined based on the value or market price of any shares of capital stock of the Company or any of its subsidiaries and (ii) to the knowledge of the Company, other than as provided in the Shareholders' Agreement, there are no irrevocable proxies with respect to shares of capital stock of the Company or any subsidiary 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").

Capital Structure. (a) The authorized capital stock of the Company Hego consists exclusively of 1,000 shares of 1,539 common stock, all of which 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. The Company is the sole record and beneficial owner of all of the issued and outstanding capital stock of each Company Subsidiary. All outstanding shares of the capital stock of the Company and each Company Subsidiary are duly authorized, validly issued, fully paid and nonassessable and not subject to or issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the applicable corporate laws of the State of Delaware, the Company Constituent Instruments or any Contract (as defined in Section 3.05) to which the Company is a party or otherwise bound. There are not any bonds, debentures, notes or other indebtedness of 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 Stock or the common stock of any Company Subsidiary may vote (“Voting Company Debt”). Except as set forth above, as of the date of this Agreement, there are not any options, warrants, rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contracts, arrangements or undertakings of any kind to which the Company or any Company Subsidiary is a party or by which any of them is bound (a) obligating the Company or any Company Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity interests in, or any security convertible or exercisable for or exchangeable into any capital stock of or other equity interest in, the Company or any Company Subsidiary or any Voting Company Debt, (b) obligating the Company or any Company Subsidiary to issue, grant, extend or enter into any such option, warrant, call, right, security, commitment, Contract, arrangement or undertaking or (c) that give any person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights occurring to holders of the capital stock of the Company or of any Company Subsidiaryshares. As of the date of this Agreement, there 1,539 Hego common shares have been issued and are outstanding. In addition, twenty-one (21) Hego common shares have been issued but not registered as of the date hereof by the Companies Register. There are no other shares of Capital Stock issued or outstanding. (b) All of the issued and outstanding shares of Capital Stock have been duly authorized and validly issued, are fully paid and are free of any Encumbrances. The issued and outstanding shares of Capital Stock are not subject to, and the issuance thereof has not triggered any, preemptive rights or rights of first refusal that were not complied with (or waived by the applicable Stockholder), in each case (i) created by statute, (ii) the articles of association of Hego or (iii) any outstanding contractual obligations agreement to which Hego is a party or by which it is bound. (c) Hego has never sold or otherwise issued securities in violation of the Company any applicable securities laws. 15 (d) Hego has no obligation or right (contingent or otherwise) to repurchasepurchase, redeem or otherwise acquire any shares of capital stock Capital Stock or any interest therein or to pay any dividend or make any other distribution in respect thereof. (e) There are no agreements of Hego or its Subsidiaries to register any securities under the Securities Act or any other securities law. There are no agreements to which Hego or any of its Subsidiaries is a party, or to which any shares of Capital Stock are subject, relating to the voting of shares of Capital Stock or otherwise granting, limiting or affecting the rights pertaining to shares of Capital Stock. (f) The Hego share ledger in the Electronic Data Room (the "Hego Share Ledger") sets forth a true and complete list as of the Company.date of this Agreement of all holders of Capital Stock and the shares of Capital Stock held by each holder. Except as forth on the Hego Payout Spreadsheet, no Stockholder will be entitled to receive any payment with respect to his, her or its shares of Capital Stock as a result of this Agreement, the Stock Sale or any other of the transactions contemplated hereby. (g) There are not now, and will not be as of the Closing, any Hego Other Equity Rights outstanding or issuable. 3.6 Absence of Certain Changes. Since December 31, 2012, Hego and its Subsidiaries have conducted the Hego Business in the ordinary course of business, consistent with past practice, and there has not occurred or been (a) any change, event or condition (whether or not covered by insurance) that (i) has resulted in, or could reasonably be expected to result in, a Material Adverse Effect, or (ii) that could reasonably be expected to prevent, materially alter or materially delay any of the transactions contemplated by this Agreement; (b) any acquisition, sale or transfer of any material asset of Hego or its Subsidiaries other than in the ordinary course of business and consistent with past practice and except for the acquisition of Cogeye AB; (c) any change in accounting methods or practices (including any change in revenue recognition, depreciation or amortization policies or rates) by Hego or its Subsidiaries, except as required by Swedish GAAP, or any revaluation by Hego or its Subsidiaries of any of its assets; (d) any declaration, setting aside, or payment of a dividend or other distribution with respect to the Capital Stock or any direct or indirect redemption, purchase or other acquisition by Hego of any Capital Stock, (e) any Hego Material Contract, other than Hego Material Contracts (I) entered into prior to the date of this Agreement in the ordinary course of business or (II) entered into on or after the date of this Agreement in compliance with Section 6.1, or (f) any material amendment or termination of, or default under, any Hego Material Contract to which Hego or any of its Subsidiaries is a party or by which it is bound other than termination of any Hego Material Contracts after the date of this Agreement in the ordinary course of business; (g) any amendment or change to the articles of association of Hego; or (h) any increase in or modification of the compensation or benefits payable or to become payable by Hego or its Subsidiaries to any of their directors or employees, except for normal adjustments in the ordinary course of business. 3.7 Absence of Undisclosed Liabilities. Neither Hego nor any of its Subsidiaries has any Liabilities other than (a) those specifically set forth in the consolidated balance sheet of Hego as of the Hego Balance Sheet Date (the "Hego Balance Sheet"); and (b) 16 immaterial Liabilities incurred following the Hego Balance Sheet Date in the ordinary course of business consistent with past practice; (c) Liabilities (other than for breach thereof) under Hego Material Contracts, (d) immaterial Liabilities (other than for breach thereof) under other contracts entered into in the ordinary course of business consistent with past practice; and (e) Liabilities for accounts payable, payroll and accrued vacation, in each case, incurred in the ordinary course of business since the Hego Balance Sheet Date. 3.8

Capital Structure. The authorized capital stock of the Company consists of 1,000 13,000,000 Shares and 2,000,000 shares of common preferred stock, all par value $.01 per share (the "Preferred Shares"). As of which are the date hereof, (i) 5,568,104 Shares were issued and outstanding and no Preferred Shares were issued and outstanding, (ii) 255,998 Shares were reserved for issuance upon exercise of outstanding Options pursuant to the 1994 Stock Option Plan and (iii) 46,500 Shares were reserved for issuance upon exercise of outstanding Options pursuant to the 1994 Non-Employee Director Stock Option Plan. Except as set forth aboveabove or on Schedule 3.3 of the Company Disclosure Schedule, as of the date of this Agreement: (i) no shares of capital stock or other voting securities of the Company are issued, reserved for issuance or outstanding. The ; (ii) there are no stock appreciation rights, phantom stock units, restricted stock grants, contingent stock grants or Benefit Plans which grant awards of any of the foregoing, and there are no other outstanding contractual rights to which the Company is a party the sole record and beneficial owner value of which is based on the value of Shares; (iii) all of the issued and outstanding capital stock of each Company Subsidiary. All outstanding shares of the capital stock of the Company are, and each Company Subsidiary are all of the Shares which may be exchanged for the Merger Consideration in the Merger will be, when so exchanged, duly authorized, validly issued, fully paid and nonassessable and not subject to or issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the applicable corporate laws of the State of Delaware, the Company Constituent Instruments or any Contract rights; and (as defined in Section 3.05iv) to which the Company is a party or otherwise bound. There there are not any 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 stockholders of the Company Stock or the common stock of any Company Subsidiary may vote (“Voting Company Debt”)vote. Except as set forth above, as of the date of this Agreement, there are not any no outstanding securities, options, warrants, calls, rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contractsagreements, arrangements or undertakings of any kind to which the Company or any Company Subsidiary of its Subsidiaries is a party or by which any of them is bound (a) obligating the Company or any Company Subsidiary of its Subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity interests in, or any security convertible or exercisable for or exchangeable into any capital stock voting securities of or other equity interest in, the Company or of any Company Subsidiary of its Subsidiaries or any Voting Company Debt, (b) obligating the Company or any Company Subsidiary of its Subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, security, commitment, Contractagreement, arrangement or undertaking or (c) that give any person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights occurring to holders of the capital stock undertaking. Except as set forth in Schedule 3.3 of the Company or of any Company Subsidiary. As of the date of this AgreementDisclosure Schedule, there are not no programs in place, nor any outstanding contractual obligations of the Company or any of its Subsidiaries, to repurchase, redeem or otherwise acquire any shares of capital stock of the CompanyCompany or any of its Subsidiaries.