Common use of Capitalization and Listing Clause in Contracts

Capitalization and Listing. (i) The authorized share capital of Aastra consists of an unlimited number of Aastra Shares and an unlimited number of preferred shares. As of the date of this Agreement there are: (A) 11,797,114 Aastra Shares validly issued and outstanding as fully-paid and non-assessable shares of Aastra; (B) no preferred shares issued or outstanding; (C) 277,966 outstanding Aastra Options providing for the issuance of 470,250 Aastra Shares upon the exercise thereof; (D) 45,000 Aastra SARS providing for cash settlement in accordance with Aastra SAR Plan; and (E) 1,608 Aastra DSUs providing for cash settlement in accordance with Aastra DSU Plan. All Aastra Shares issuable upon the exercise of rights under the Aastra Options in accordance with their terms have been duly authorized and, upon issuance, will be validly issued as fully paid and non-assessable and are not and will not be subject to or issued in violation of, any pre-emptive rights. The material terms of the Aastra Options (including exercise price) are disclosed in the Aastra Data Room. Except for the Aastra Options, Aastra SARS, Aastra DSUs referred to in this Section 3.1(g)(i) and rights issuable under the Aastra Shareholder Rights Plan, there are no options, warrants, conversion privileges, calls or other rights, shareholder rights plans, agreements, arrangements, commitments or obligations of Aastra or any of its Subsidiaries to issue or sell any shares in the capital of Aastra or of any of its Subsidiaries or securities or obligations of any kind convertible into, exchangeable for or otherwise carrying the right or obligation to acquire any shares in the capital of Aastra or any of its Subsidiaries, and other than the Aastra Employee Share Plans, there are no equity or security based compensation arrangements maintained by Aastra. In the 30 days prior to the date hereof, there have been no authorizations or new issuances under the Aastra Employee Share Plans. No Person is entitled to any pre-emptive or other similar right granted by Aastra or any of its Subsidiaries.

Capitalization and Listing. (i) The authorized share capital of Aastra Whistler consists of an unlimited number of Aastra Whistler Shares and an unlimited number of preferred shares. As of the date of this Agreement there are: are (A) 11,797,114 Aastra 38,154,729 Whistler Shares validly issued and outstanding as fully-paid and non-assessable shares of AastraWhistler; (B) no preferred shares issued or outstanding; (C) 277,966 733,047 outstanding Aastra Whistler Options providing for the issuance of 470,250 Aastra up to 733,047 Whistler Shares upon the exercise thereof; (D) 45,000 Aastra SARS providing for cash settlement Whistler RSUs that will result in the issuance of up to 21,910 Whistler Shares upon the vesting thereof in accordance with Aastra SAR the Whistler Omnibus Incentive Plan; and (E) 1,608 Aastra DSUs providing for cash settlement Whistler Performance Awards that will result in the issuance of up to 148,132 Whistler Shares upon vesting in accordance with Aastra DSU the Whistler Omnibus Incentive Plan. All Aastra outstanding Whistler Shares have been, and all Whistler Shares issuable upon the exercise or vesting of rights under the Aastra Options Whistler Options, the Whistler RSUs and the Whistler Performance Awards in accordance with their terms have been duly authorized and, upon issuance, will be be, validly issued as fully paid and non-assessable and are not and will not be subject to or issued in violation of, any pre-emptive rights. The material terms of the Aastra Options (including exercise price) are disclosed in the Aastra Data Room. Except for the Aastra Whistler Options, Aastra SARS, Aastra DSUs Whistler RSUs and Whistler Performance Awards referred to in this Section 3.1(g)(i) and rights issuable under the Aastra Shareholder Rights Plan(g)(i), there are no issued, outstanding or authorized options, warrants, conversion privileges, calls calls, or pre-emptive, redemption, repurchase, stock appreciation or other rights, shareholder rights plans, agreements, arrangements, commitments or obligations of Aastra Whistler or any of its Subsidiaries to issue or sell any shares in the capital of Aastra Whistler or shares, partnership interests or other equity interests of any of its Subsidiaries or securities or obligations of any kind convertible into, exchangeable for or otherwise carrying the right or obligation to acquire or subscribe for any shares in the capital of Aastra Whistler or shares, partnership interests or other equity interests of any of its Subsidiaries or the value of which is based on the value of the securities of Whistler or any of its Subsidiaries, and other than the Aastra Employee Share PlansWhistler Omnibus Incentive Plan, there are no equity or security based compensation arrangements maintained by Aastra. In the 30 days prior to the date hereof, there have been no authorizations or new issuances under the Aastra Employee Share PlansWhistler. No Person is entitled to any pre-emptive or other similar right granted by Aastra Whistler or any of its Subsidiaries.

Capitalization and Listing. (i) The authorized share capital of Aastra the Company consists of an unlimited number of Aastra Company Shares and an unlimited number of preferred shareswithout par value. As Except as disclosed in Schedule 3.1(g)(i) of the date Company Disclosure Letter, as at the close of this Agreement business on April 11, 2023, there arewere: (A) 11,797,114 Aastra 214,383,473 Company Shares validly issued and outstanding as fully-paid and non-assessable shares of Aastrathe Company; (B) no preferred shares issued or outstanding; (C) 277,966 3,835,303 outstanding Aastra Company Options providing for the issuance of 470,250 Aastra up to 3,835,303 Company Shares upon the exercise thereof; (C) 2,458,862 outstanding Company RSUs providing for the issuance of up to 2,458,862 Company Shares upon the settlement thereof; (D) 45,000 Aastra SARS 1,317,285 outstanding Company PSUs providing for cash the issuance of 1,317,285 Company Shares upon the settlement in accordance with Aastra SAR Planthereof (assuming a 100% multiplier), and which are subject to a multiplier from 0% to 200% depending upon the achievement level of certain performance targets; (E) 651,554 outstanding Company DSUs; and (EF) 1,608 Aastra DSUs providing for cash settlement in accordance with Aastra DSU Plan. All Aastra Shares issuable upon the exercise of rights under the Aastra Options in accordance with their terms have been duly authorized and, upon issuance, will be validly issued as fully paid and non-assessable and are not and will not be subject to or issued in violation of, any pre-emptive rights. The material terms of the Aastra Options (including exercise price) are disclosed in the Aastra Data Room135,541 outstanding Company Phantom RSUs. Except for the Aastra Company Options, Aastra SARSCompany RSUs, Aastra Company PSUs and Company DSUs referred to in this Section 3.1(g)(i), (1) and rights issuable under the Aastra Shareholder Rights Plan, there are no other options, warrants, conversion privileges, calls or other rights, shareholder rights plans, agreements, arrangements, commitments commitments, or obligations of Aastra the Company or any of its Subsidiaries requiring any of them to issue or sell any shares in or other securities of the capital of Aastra Company or of any of its Subsidiaries Subsidiaries, or any securities or obligations of any kind convertible into, exchangeable for or exercisable for, or otherwise carrying or evidencing the right or obligation to acquire acquire, any shares in securities of the capital of Aastra Company (including Company Shares) or any Subsidiary of its Subsidiariesthe Company, and other than the Aastra Employee Share Plans, there are (2) no equity or security based compensation arrangements maintained by Aastra. In the 30 days prior to the date hereof, there have been no authorizations or new issuances under the Aastra Employee Share Plans. No Person is entitled to any pre-emptive or other similar right granted by Aastra the Company or any of its Subsidiaries. All Company Shares issuable upon the exercise of outstanding Company Options, Company RSUs, and Company PSUs will, when issued in accordance with the terms of their respective plans, as the case may be, be duly authorized, validly issued, fully-paid and non-assessable, and are not and will not be subject to, or issued in violation of, any pre-emptive rights.

Capitalization and Listing. (i) The authorized share capital of Aastra the Company consists of an unlimited number of Aastra Shares common shares and an unlimited number of preferred shares, issuable in series, of which 1,035,554 series A preferred shares have been authorized. As of the date of this Agreement Amendment Date, there are: (A) 11,797,114 Aastra 50,147,795 Company Shares validly issued and outstanding as fully-paid and non-assessable shares of Aastraoutstanding; (B) no preferred shares issued or outstanding; (C) 277,966 outstanding Aastra Company Options providing for the issuance of 470,250 Aastra 60,000 Company Shares upon the exercise thereof; and (D) 45,000 Aastra SARS outstanding Company RSUs providing for cash settlement in accordance with Aastra SAR Plan; and (E) 1,608 Aastra DSUs providing for cash settlement in accordance with Aastra DSU Plan. All Aastra the issuance of 596,512 Company Shares issuable upon the exercise of rights under the Aastra Options in accordance with their terms have been duly authorized thereof, and, upon issuanceexcept as set forth in Schedule 3.1(g) of the Company Disclosure Letter, will be validly no other Company Shares are issued as fully paid and non-assessable and are not and will not be subject to or issued in violation of, any pre-emptive rightsoutstanding. The material terms of the Aastra Company Options (including exercise price) and Company RSUs are disclosed in the Aastra Company Data Room. Except for the Aastra Options, Aastra SARS, Aastra DSUs referred to as set forth in this Section 3.1(g)(i‎3.1(g), Schedule ‎3.1(g) of the Company Disclosure Letter and rights issuable under for changes since the Aastra Shareholder Rights Plandate hereof resulting from the exercise or vesting of Company Options or Company RSUs outstanding on the date hereof in accordance with their terms in effect as of the date hereof as disclosed in the Company Public Documents or as expressly contemplated by this Agreement, there are no issued, reserved for issuance or outstanding (A) shares or other voting securities of or ownership interests in the Company, (B) options, warrants, conversion privileges, calls or other rights, shareholder rights plans, agreements, arrangements, contracts, instruments, commitments or obligations of Aastra the Company or any of its Subsidiaries to issue or sell any shares or voting securities of or ownership interests in the capital of Aastra Company or of any of its Subsidiaries or (C) securities or obligations of any kind convertible into, exchangeable for or otherwise carrying the right or obligation to acquire any shares or other voting securities of or ownership interests in the capital of Aastra Company or any of its Subsidiaries, and other than the Aastra Employee Share PlansCompany Stock Incentive Plan, there are no restricted shares, stock appreciation rights, performance units, contingent value rights, "phantom" stock or similar securities or rights that are derivative of, or provide economic benefits based, directly or indirectly, on the value or price of, any shares or voting securities of the Company, or equity or security based compensation arrangements maintained by Aastra. In the 30 days prior to the date hereof, there have been no authorizations or new issuances under the Aastra Employee Share PlansCompany. No Person is entitled to any pre-emptive or other similar right granted by Aastra the Company or any of its Subsidiaries. The Company Shares are listed on the NYSE and the POMSoX, and are not listed on any other market.

Capitalization and Listing. (i) The authorized share capital of Aastra the Company consists of an unlimited number of Aastra Shares common shares and an unlimited number of preferred shares, issuable in series, of which 1,035,554 series A preferred shares have been authorized. As of the date of this Agreement Agreement, there are: (A) 11,797,114 Aastra 49,965,863 Company Shares validly issued and outstanding as fully-paid and non-assessable shares of Aastraoutstanding; (B) no preferred shares issued or outstanding; (C) 277,966 outstanding Aastra Company Options providing for the issuance of 470,250 Aastra 60,000 Company Shares upon the exercise thereof; and (D) 45,000 Aastra SARS outstanding Company RSUs providing for cash settlement in accordance with Aastra SAR Plan; and (E) 1,608 Aastra DSUs providing for cash settlement in accordance with Aastra DSU Plan. All Aastra the issuance of 778,297 Company Shares issuable upon the exercise of rights under the Aastra Options in accordance with their terms have been duly authorized thereof, and, upon issuanceexcept as set forth in Schedule 3.1(g) of the Company Disclosure Letter, will be validly no other Company Shares are issued as fully paid and non-assessable and are not and will not be subject to or issued in violation of, any pre-emptive rightsoutstanding. The material terms of the Aastra Company Options (including exercise price) and Company RSUs are disclosed in the Aastra Company Data Room. Except for the Aastra Options, Aastra SARS, Aastra DSUs referred to as set forth in this Section 3.1(g)(i‎3.1(g), Schedule ‎3.1(g) of the Company Disclosure Letter and rights issuable under for changes since the Aastra Shareholder Rights Plandate hereof resulting from the exercise or vesting of Company Options or Company RSUs outstanding on the date hereof in accordance with their terms in effect as of the date hereof as disclosed in the Company Public Documents or as expressly contemplated by this Agreement, there are no issued, reserved for issuance or outstanding (A) shares or other voting securities of or ownership interests in the Company, (B) options, warrants, conversion privileges, calls or other rights, shareholder rights plans, agreements, arrangements, contracts, instruments, commitments or obligations of Aastra the Company or any of its Subsidiaries to issue or sell any shares or voting securities of or ownership interests in the capital of Aastra Company or of any of its Subsidiaries or (C) securities or obligations of any kind convertible into, exchangeable for or otherwise carrying the right or obligation to acquire any shares or other voting securities of or ownership interests in the capital of Aastra Company or any of its Subsidiaries, and other than the Aastra Employee Share PlansCompany Stock Incentive Plan, there are no restricted shares, stock appreciation rights, performance units, contingent value rights, "phantom" stock or similar securities or rights that are derivative of, or provide economic benefits based, directly or indirectly, on the value or price of, any shares or voting securities of the Company, or equity or security based compensation arrangements maintained by Aastra. In the 30 days prior to the date hereof, there have been no authorizations or new issuances under the Aastra Employee Share PlansCompany. No Person is entitled to any pre-emptive or other similar right granted by Aastra the Company or any of its Subsidiaries. The Company Shares are listed on the NYSE and the POMSoX, and are not listed on any other market.

Capitalization and Listing. (i) The authorized share capital of Aastra the Company consists of an unlimited number of Aastra Company Shares and an unlimited number of preferred shareswithout par value. As of at the date of this Agreement there are: (A) 11,797,114 Aastra 389,586,019 Company Shares validly issued and outstanding as fully-paid and non-assessable shares of Aastrathe Company; (B) no preferred shares issued or outstanding; (C) 277,966 outstanding Aastra Company Options providing for the issuance of 470,250 Aastra up to 8,404,964 Company Shares upon the exercise thereof; and (DC) 45,000 Aastra SARS outstanding Company Warrants providing for cash settlement in accordance with Aastra SAR Plan; and (E) 1,608 Aastra DSUs providing for cash settlement in accordance with Aastra DSU Plan. All Aastra the issuance of up to 76,366,629 Company Shares issuable upon the exercise of rights under the Aastra Options in accordance with their terms have been duly authorized and, upon issuance, will be validly issued as fully paid and non-assessable and are not and will not be subject to or issued in violation of, any pre-emptive rights. The material terms of the Aastra Options (including exercise price) are disclosed in the Aastra Data Roomthereof. Except for the Aastra Options, Aastra SARS, Aastra DSUs Company Options and Company Warrants referred to in this Section 3.1(g)(i), (1) and rights issuable under the Aastra Shareholder Rights Plan, there are no options, warrants, conversion privileges, calls or other rights, shareholder rights plans, agreements, arrangements, commitments commitments, or obligations of Aastra the Company or any of its Subsidiaries requiring them to issue or sell any shares in or other securities of the capital of Aastra Company or of any of its Subsidiaries Subsidiaries, or any securities or obligations of any kind convertible into, exchangeable or exercisable for or otherwise carrying or evidencing the right or obligation to acquire acquire, any shares in securities of the capital of Aastra Company (including Company Shares) or any of its Subsidiaries, and other than the Aastra Employee Share Plans, there are no outstanding stock appreciation rights, phantom equity or security similar rights, agreements, arrangements or commitments of the Company or any of its Subsidiaries based compensation arrangements maintained by Aastra. In upon the 30 days prior to book value, income or any other attribute of the date hereofCompany or any of its Subsidiaries, there have been and (2) no authorizations or new issuances under the Aastra Employee Share Plans. No Person is entitled to any pre-emptive or other similar right granted by Aastra the Company or any of its Subsidiaries. All Company Shares issuable upon the exercise of outstanding Company Options and Company Warrants will, when issued in accordance with their terms, as the case may be, be duly authorized, validly issued, fully-paid and non-assessable, and are not and will not be subject to, or issued in violation of, any pre-emptive rights.

Capitalization and Listing. (ia) The authorized share capital of Aastra the Company consists of an unlimited number of Aastra Shares and an unlimited number of preferred sharesCommon Shares. As of at the date of this Agreement there are: (Ai) 11,797,114 Aastra 42,177,587 Common Shares validly issued and outstanding as fully-fully paid and non-assessable shares of Aastrathe Company; (Bii) no preferred shares outstanding Options to purchase Common Shares issued or outstanding; (C) 277,966 outstanding Aastra Options under the Stock Option Plan providing for the issuance of 470,250 Aastra 4,070,000 Common Shares upon the exercise thereof; and (Diii) 45,000 Aastra SARS outstanding Warrants to purchase Common Shares issued providing for cash settlement in accordance with Aastra SAR Plan; and (E) 1,608 Aastra DSUs providing for cash settlement in accordance with Aastra DSU Plan. All Aastra the issuance of 6,795,030 Common Shares issuable upon the exercise of rights under the Aastra Options in accordance with their terms have been duly authorized and, upon issuance, will be validly issued as fully paid and non-assessable and are not and will not be subject to or issued in violation of, any pre-emptive rightsthereof. The material terms of the Aastra Options (including exercise price) are disclosed in Schedule 4.7 to the Aastra Data RoomCompany Disclosure Statement. The terms of the Warrants are disclosed in Schedule 4.7 to the Company Disclosure Statement. Except for the Aastra Options, Aastra SARS, Aastra DSUs Options and Warrants referred to in this Section 3.1(g)(i4.7(a) and rights issuable under the Aastra Shareholder Rights Planobligations to issue Common Shares in consideration for the acquisition of properties as set forth in Schedule 4.7 of the Company Disclosure Statement, there are no options, warrants, conversion privileges, calls or other rights, shareholder rights plans, agreements, arrangements, commitments commitments, or obligations of Aastra the Company or any of its Subsidiaries to issue or sell any shares in of the capital of Aastra Company or of any of its Subsidiaries or securities or obligations of any kind convertible into, exchangeable for or otherwise carrying the right or obligation to acquire any shares in of the capital of Aastra Company or any of its Subsidiaries, and other than the Aastra Employee Share Plansnor are there outstanding any stock appreciation rights, there are no phantom equity or security similar rights, agreements, arrangements or commitments of the Company or any of its Subsidiaries based compensation arrangements maintained by Aastra. In upon the 30 days prior to book value, income or any other attribute of the date hereof, there have been no authorizations Company or new issuances under the Aastra Employee Share Plansany of its Subsidiaries. No Person Shareholder is entitled to any pre-emptive or other similar right granted by Aastra the Company or any of its Subsidiaries. The Common Shares are listed on the TSXV, and are not listed or quoted on any market other than the TSXV.

Capitalization and Listing. (i) The authorized share capital of Aastra eOne consists of an unlimited number of Aastra Shares and an unlimited number of preferred sharesCommon Shares. As of at the date of this Agreement there areAgreement: (A) 11,797,114 Aastra 498,039,855 Common Shares are validly issued and outstanding as fully-paid and non-assessable shares of AastraeOne; (B) no preferred shares issued or outstanding; (C) 277,966 outstanding Aastra 12,059,275 Stock Options providing for the issuance of 470,250 Aastra 12,059,275 Common Shares upon the exercise thereofthereof are outstanding; (C) 525,803 International XXXX Options providing for the issuance of 525,803 Common Shares upon the exercise thereof are outstanding; (D) 45,000 Aastra SARS 326,152 UK XXXX Options providing for cash settlement in accordance with Aastra SAR Planthe issuance of 326,152 Common Shares upon the exercise thereof are outstanding; and (E) 1,608 Aastra DSUs Conditional Awards providing for cash the issuance of 7,469,796 Common Shares upon the settlement in accordance with Aastra DSU Planthereof are outstanding. In addition, as of the date hereof, eOne has issued and outstanding £425,000,000 aggregate principal amount of the Notes due 2026. All Aastra outstanding Common Shares are, and all Common Shares issuable upon the exercise of rights under the Aastra Stock Options or XXXX Options or settlement of Conditional Awards in accordance with their terms have been duly authorized andterms, upon issuance, will be be, validly issued as fully fully-paid and non-assessable and are not and will not be subject to or issued in violation of, of any pre-emptive or similar rights. The material terms of the Aastra Options (including exercise price) are disclosed in the Aastra Data Room. Except for the Aastra Stock Options, Aastra SARS, Aastra DSUs referred to in this Section 3.1(g)(iXXXX Options and Conditional Awards (x) and rights issuable under the Aastra Shareholder Rights Plan, there are no options, warrants, conversion privileges, calls or other rights, shareholder rights plans, agreements, arrangements, commitments commitments, or obligations of Aastra eOne or any of its Subsidiaries to issue or sell any shares in the capital securities or other equity or voting interests of Aastra eOne or of any of its Subsidiaries or securities or other equity or voting interests or obligations of any kind convertible into, exchangeable for or otherwise carrying the right or obligation to acquire or subscribe for any shares in the capital equity securities or other equity or voting interests of Aastra eOne or any of its Subsidiaries, and other than the Aastra Employee Share Plans, there are no outstanding stock appreciation rights, phantom equity or security similar rights, agreements, arrangements or commitments of eOne or any of its Subsidiaries based compensation arrangements maintained by Aastra. In upon the 30 days prior to the date hereofbook value, there have been no authorizations income or new issuances under the Aastra Employee Share Plans. No Person is entitled to any pre-emptive or other similar right granted by Aastra attribute of eOne or any of its Subsidiaries., and

Capitalization and Listing. (i) The authorized share capital of Aastra TransGlobe consists of an unlimited number of Aastra Shares and an unlimited number of preferred sharesTransGlobe Shares. As of the date of this Agreement there are: are outstanding (A) 11,797,114 Aastra 73,309,064 TransGlobe Shares validly issued and outstanding as fully-paid outstanding; and non-assessable shares of Aastra; (B) no preferred shares issued or outstanding; (C) 277,966 outstanding Aastra TransGlobe Options providing for the issuance of 470,250 Aastra up to 1,267,512 TransGlobe Shares upon the exercise thereof; . In addition, as of the date of this Agreement there are (DA) 45,000 Aastra SARS providing for cash settlement in accordance with Aastra SAR 630,026 TransGlobe DSUs outstanding under the TransGlobe DSU Plan; , (B) 2,151,935 TransGlobe PSUs outstanding under the TransGlobe PSU Plan, and (EC) 1,608 Aastra DSUs providing for cash settlement in accordance with Aastra DSU 736,131 TransGlobe RSUs outstanding under the TransGlobe RSU Plan. All Aastra outstanding TransGlobe Shares have been, and all TransGlobe Shares issuable upon the exercise or vesting of rights under the Aastra TransGlobe Options in accordance with their terms have been duly authorized and, upon issuance, will be be, validly issued as fully paid and non-assessable shares of TransGlobe and are not and will not be be, as applicable, subject to or issued in violation of, any pre-emptive rights. The material terms Except as set forth in Section 3.1(g)(i) of the Aastra Options (including exercise price) are disclosed in the Aastra Data Room. Except TransGlobe Disclosure Letter, and except for the Aastra TransGlobe Options, Aastra SARSTransGlobe DSUs, Aastra DSUs TransGlobe PSUs and TransGlobe RSUs referred to in this Section 3.1(g)(i) and rights issuable under the Aastra Shareholder Rights Plan), there are no issued, outstanding or authorized options, warrants, conversion privileges, calls calls, or pre-emptive, redemption, repurchase, stock appreciation or other rights, shareholder rights plans, agreements, arrangements, commitments or obligations of Aastra TransGlobe or any of its Subsidiaries to issue or sell any shares in the capital of Aastra TransGlobe or shares, partnership interests or other equity interests of any of its Subsidiaries or securities or obligations of any kind convertible into, exchangeable for or otherwise carrying the right or obligation to acquire or subscribe for any shares in the capital of Aastra TransGlobe or shares, partnership interests or other equity interests of any of its Subsidiaries or the value of which is based on the value of the securities of TransGlobe or any of its Subsidiaries, and other than the Aastra Employee Share TransGlobe Equity Incentive Plans, there are no equity or security based compensation arrangements maintained by Aastra. In the 30 days prior to the date hereof, there have been no authorizations or new issuances under the Aastra Employee Share Plans. No Person is entitled to any pre-emptive or other similar right granted by Aastra or any of its SubsidiariesTransGlobe.