Common use of Capitalization and Related Matters Clause in Contracts

Capitalization and Related Matters. (a) As of the date hereof, the authorized capital stock of Parent consists of 50,000,000 shares of Parent Common Stock and 10,000,000 shares of Parent Preferred Stock. As of the date hereof: (i) 5,646,470 shares of Parent Common Stock are issued and outstanding and no shares of Parent Preferred Stock are issued and outstanding; (ii) 132,000 shares of Parent Common Stock are reserved for issuance and issuable upon or otherwise deliverable under the Parent’s 2005 Stock Incentive Plan (the “Parent Stock Plan”) or otherwise in connection with the exercise of outstanding options to purchase Parent Common Stock (“Parent Options”). Schedule 4.6(a)(ii) sets forth the names of all holders, the number of shares of Parent Common Stock covered thereof, the vesting schedule and the exercise prices for the Parent Options and the outstanding shares of restricted Parent Common Stock; and (iii) 334,669 shares of Parent Common Stock are reserved for issuance and issuable upon exercise of warrants to purchase Parent Common Stock (“Parent Warrants”). Schedule 4.6(a)(iii) sets forth the names of all holders of Parent Warrants, the number of shares of Parent Common Stock purchasable thereunder and the exercise price(s) therefor. (b) The outstanding shares of Parent Common Stock (i) have been duly authorized and validly issued and are fully paid and nonassessable and (ii) were issued in compliance with all applicable federal and state securities laws. All grants of Parent Options were validly issued and properly approved by Parent’s Board of Directors in accordance with all applicable law and no such grants involved any “backdating” or similar practices with respect to the effective date of grant. Except as set forth above in Section 4.6(a) or Schedule 4.6(b), no shares of capital stock of Parent are outstanding and Parent does not have outstanding any securities convertible into or exchangeable or exercisable for any shares of capital stock, including Parent Options, any rights to subscribe for or to purchase or any options for the purchase of, or any agreements providing for the issuance (contingent or otherwise) of, or any calls, commitments or known claims of any other character relating to the issuance of, any capital stock, or any stock or securities convertible into or exchangeable or exercisable for any capital stock; and Parent is not subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire, or to register under the Securities Act, any shares of capital stock. Except as set forth above in Section 4.6(a), Parent does not have outstanding any bonds, debentures, notes or other obligations the holders of which have the right to vote (or which are convertible into or exercisable for securities having the right to vote) with the stockholders of Parent on any matter. (c) All of the outstanding shares of capital stock of, or membership interests or other ownership interests in, each Subsidiary of Parent (including Merger Sub), as applicable, are validly issued, fully paid and nonassessable and are owned of record and beneficially by Parent, directly or indirectly. Parent has, as of the date hereof and shall have on the Closing Date, valid and marketable title to all of the shares of capital stock of, or membership interests or other ownership interests in, each Subsidiary of Parent, free and clear of any Liens other than Permitted Liens. Such outstanding shares of capital stock of, or membership interests or other ownership interests in, the Subsidiaries of Parent, as applicable, are the sole outstanding securities of such Subsidiaries; the Subsidiaries of Parent do not have outstanding any securities convertible into or exchangeable or exercisable for any capital stock of, or membership interests or other ownership interests in, such Subsidiaries, any rights to subscribe for or to purchase or any options for the purchase of, or any agreements providing for the issuance (contingent or otherwise) of, or any calls, commitments or claims of any other character relating to the issuance of, any capital stock of, or membership interests or other ownership interests in, such Subsidiaries, or any stock or securities convertible into or exchangeable or exercisable for any capital stock of, or membership interests or other ownership interests in, such Subsidiaries; and neither Parent nor any of its Subsidiaries is subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire, or to register under the Securities Act, any capital stock of, or membership interests or other ownership interests in, any Subsidiary of Parent. (d) As of the Closing, the shares of Parent Common Stock issuable in connection with the Merger pursuant to this Agreement shall be duly authorized and, upon issuance, sale and delivery as contemplated by this Agreement, such shares of Parent Common Stock will be validly issued, fully paid and non-assessable securities of Parent.

Capitalization and Related Matters. (a) As of the date hereof, the authorized capital stock of Parent consists of 50,000,000 2,900,000,000 authorized shares of Parent Common Stock and 10,000,000 authorized shares of preferred stock, par value $0.01 per share (“Parent Preferred Stock”). As of the date hereof: (i) 5,646,470 April 7, 2011, 1,704,035,870 shares of Parent Common Stock are were issued and outstanding and no shares of Parent Preferred Stock are were issued and outstanding; (ii) 132,000 shares of Parent Common Stock are reserved for issuance and issuable upon or otherwise deliverable under the Parent’s 2005 Stock Incentive Plan (the “Parent Stock Plan”) or otherwise in connection with the exercise of outstanding options to purchase Parent Common Stock (“Parent Options”). Schedule 4.6(a)(ii) sets forth the names of all holders, the number of shares of Parent Common Stock covered thereof, the vesting schedule and the exercise prices for the Parent Options and the outstanding shares of restricted Parent Common Stock; and (iii) 334,669 shares of Parent Common Stock are reserved for issuance and issuable upon exercise of warrants to purchase Parent Common Stock (“Parent Warrants”). Schedule 4.6(a)(iii) sets forth the names of all holders of Parent Warrants, the number of shares of Parent Common Stock purchasable thereunder and the exercise price(s) therefor. (b) The outstanding shares of Parent Common Stock (i) have been duly authorized and validly issued and are fully paid and nonassessable and (ii) were issued in compliance with all applicable U.S. federal and state securities laws and any non-U.S. securities laws. All grants With respect to the Parent Options, (i) the per share exercise price of each Parent Option was not less than the fair market value of a share of Parent Options were validly issued and properly approved by Parent’s Board Common Stock on the applicable date of Directors grant, as determined in accordance with the terms of the applicable Parent Benefit Plan and, to the extent applicable, sections 409A and 422 of the Code, (ii) each such grant was properly accounted for in all applicable law material respects in accordance with GAAP in the financial statements and no such grants involved change is expected in respect of any “backdating” prior financial statement relating to expenses for stock compensation, and (iii) to the Knowledge of Parent, there is no pending audit, investigation or similar practices inquiry by any Governmental Entity or by Parent with respect to the effective date of grantParent’s stock options granting practices or other equity compensation practices. Except as set forth above in Section 4.6(a) ), pursuant to the Rights Agreement or on Schedule 4.6(b), no shares of capital stock of Parent are outstanding and Parent does not have outstanding any securities convertible into or exchangeable or exercisable for any shares of capital stock, including Parent Options, any rights to subscribe for or to purchase or any options for the purchase of, or any agreements providing for the issuance (contingent or otherwise) of, or any calls, commitments or known claims of any other character relating to the issuance of, any capital stock, or any stock or securities convertible into or exchangeable or exercisable for any capital stock; and Parent is not subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire, or to register under the Securities Act, any shares of capital stock. Except as set forth above in Section 4.6(a), Parent does not have outstanding any bonds, debentures, notes or other obligations the holders of which have the right to vote (or which are convertible into or exercisable for securities having the right to vote) with the stockholders of Parent on any matter. (c) Except for the Rights Agreement, Parent has no rights plan, “poison-pill” or other similar agreement or arrangement or any anti-takeover provision in the Parent Organizational Documents that is, or at the Effective Time shall be, applicable to Parent, the Parent Common Stock, the Amalgamation or the other transactions contemplated by this Agreement and the Amalgamation Agreement. (d) All of the outstanding shares of capital stock ofstock, or membership interests or other ownership interests inof, Amalgamation Sub and each other Subsidiary of Parent (including Merger Sub)Parent, as applicable, are validly issued, fully paid and nonassessable and are owned of record and beneficially by Parent, directly or indirectly. Parent has, as of the date hereof and shall have on the Closing Date, valid and marketable title to all of the shares of capital stock of, or membership interests or other ownership interests in, Amalgamation Sub and each other Subsidiary of Parent, free and clear of any Liens other than Permitted Liens. Such outstanding shares of capital stock of, or membership interests or other ownership interests in, the Subsidiaries Amalgamation Sub and each other Subsidiary of Parent, as applicable, are the sole outstanding securities of such Subsidiaries; the Subsidiaries of Parent do not have outstanding any securities convertible into or exchangeable or exercisable for any capital stock of, or membership interests or other ownership interests in, such Subsidiaries, any rights to subscribe for or to purchase or any options for the purchase of, or any agreements providing for the issuance (contingent or otherwise) of, or any calls, commitments or claims of any other character relating to the issuance of, any capital stock of, or membership interests or other ownership interests in, such Subsidiaries, or any stock or securities convertible into or exchangeable or exercisable for any capital stock of, or membership interests or other ownership interests in, such Subsidiaries; and neither Parent nor or any of its Subsidiaries is are subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire, or to register under the Securities Act, any capital stock of, or membership interests or other ownership interests in, any Subsidiary of Parent. (d) As of the Closing, the shares of Parent Common Stock issuable in connection with the Merger pursuant to this Agreement shall be duly authorized and, upon issuance, sale and delivery as contemplated by this Agreement, such shares of Parent Common Stock will be validly issued, fully paid and non-assessable securities of Parent.

Capitalization and Related Matters. (a) As of the date hereof, the The authorized capital stock of Parent consists of 50,000,000 200,000,000 authorized shares of Parent Common Stock and 10,000,000 5,000,000 authorized shares of preferred stock, par value $0.01 per share (“Parent Preferred Stock”). As of 5:00 p.m. (Eastern time) on January 6, 2022 (the date hereof: (i) 5,646,470 “Parent Capitalization Time”), 115,415,732 shares of Parent Common Stock are were issued and outstanding and no shares of Parent Preferred Stock are were issued and outstanding; (ii) 132,000 . As of the Parent Capitalization Time there were an aggregate of 4,388,281 shares of Parent Common Stock are reserved for issuance underlying issued and issuable upon outstanding equity or otherwise deliverable under the Parent’s 2005 Stock Incentive Plan equity-based awards (the “assuming maximum level of performance with respect to Parent Stock Plan”) or otherwise in connection with the exercise of outstanding options to purchase Parent Common Stock (“Parent Options”restricted stock units). Schedule 4.6(a)(ii) sets forth the names of all holders, the number of shares of Parent Common Stock covered thereof, the vesting schedule and the exercise prices for the Parent Options and the outstanding shares of restricted Parent Common Stock; and (iii) 334,669 shares of Parent Common Stock are reserved for issuance and issuable upon exercise of warrants to purchase Parent Common Stock (“Parent Warrants”). Schedule 4.6(a)(iii) sets forth the names of all holders of Parent Warrants, the number of shares of Parent Common Stock purchasable thereunder and the exercise price(s) therefor. (b) The issued and outstanding shares of Parent Common Stock as of the Parent Capitalization Time (i) have been duly authorized and validly issued and are fully paid and nonassessable and (ii) were issued in compliance with all applicable U.S. federal and state securities lawslaws in all material respects. All grants As of the Parent Options were validly issued and properly approved by Parent’s Board of Directors in accordance with all applicable law and no such grants involved any “backdating” or similar practices with respect to the effective date of grant. Except Capitalization Time, except as set forth above in Section 4.6(a) or Schedule 4.6(b), no shares of capital stock of Parent are outstanding and Parent does not have outstanding any securities convertible into or exchangeable or exercisable for any shares of capital stock, including Parent Optionsstock of Parent, any rights to subscribe for or to purchase or any options for the purchase of, or any agreements providing for the issuance (contingent or otherwise) of, or any calls, calls or commitments or known claims of any other character relating to requiring the issuance of, any capital stockstock of Parent, or any stock or securities convertible into or exchangeable or exercisable for any capital stockstock of Parent; and Parent is not subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire, or to register under the Securities Act, any shares of capital stockstock of Parent. Except as set forth above in Section 4.6(a)As of the Parent Capitalization Time, Parent does not have outstanding any bonds, debentures, notes or other debt obligations the holders of which have the right to vote (or which are convertible into or exercisable for securities having the right to vote) with the stockholders of Parent on any matter. Except as set forth above in Section 4.6(a), there are no outstanding stock options, restricted stock units, restricted stock, stock appreciation rights, “phantom” stock rights, performance units, or other compensatory rights or awards (in each case, issued by Parent or any of its Subsidiaries), that are convertible into or exercisable for a share of Parent Common Stock on a deferred basis or otherwise or other rights that are linked to, or based upon, the value of Parent Common Stock. (c) All of Parent has no rights plan, “poison-pill” or other similar agreement or arrangement or any anti-takeover provision in the outstanding shares of capital stock ofParent Organizational Documents that is, or membership interests or other ownership interests inat the Effective Time shall be, each Subsidiary of Parent (including Merger Sub), as applicable, are validly issued, fully paid and nonassessable and are owned of record and beneficially by applicable to Parent, directly or indirectly. the Parent has, as of the date hereof and shall have on the Closing Date, valid and marketable title to all of the shares of capital stock of, or membership interests or other ownership interests in, each Subsidiary of Parent, free and clear of any Liens other than Permitted Liens. Such outstanding shares of capital stock of, or membership interests or other ownership interests inCommon Stock, the Subsidiaries of Parent, as applicable, are Combination or the sole outstanding securities of such Subsidiaries; the Subsidiaries of Parent do not have outstanding any securities convertible into or exchangeable or exercisable for any capital stock of, or membership interests or other ownership interests in, such Subsidiaries, any rights to subscribe for or to purchase or any options for the purchase of, or any agreements providing for the issuance (contingent or otherwise) of, or any calls, commitments or claims of any other character relating to the issuance of, any capital stock of, or membership interests or other ownership interests in, such Subsidiaries, or any stock or securities convertible into or exchangeable or exercisable for any capital stock of, or membership interests or other ownership interests in, such Subsidiaries; and neither Parent nor any of its Subsidiaries is subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire, or to register under the Securities Act, any capital stock of, or membership interests or other ownership interests in, any Subsidiary of Parent. (d) As of the Closing, the shares of Parent Common Stock issuable in connection with the Merger pursuant to this Agreement shall be duly authorized and, upon issuance, sale and delivery as transactions contemplated by this Agreement, such shares of Parent Common Stock will be validly issued, fully paid and non-assessable securities of Parent.

Capitalization and Related Matters. (a) As of the date hereof, the The authorized capital stock of Parent consists of 50,000,000 600,000,000 shares of Parent Common Stock and 10,000,000 25,000,000 shares of preferred stock, par value $1.00 per share (“Parent Preferred Stock”). As of the date hereof: (i) 5,646,470 March 7, 2018, 243,237,423 shares of Parent Common Stock are (including 1,029,980 shares of Parent Common Stock subject to Parent Restricted Stock Awards) were issued and outstanding outstanding, and no shares of Parent Preferred Stock are were issued and or outstanding; (ii) 132,000 . As of March 7, 2018, there were 6,858,842 shares of Parent Common Stock are reserved for issuance and issuable upon or otherwise deliverable under the Parent’s 2005 Stock Incentive Plan (the “Parent Stock Plan”) or otherwise in connection with the exercise of outstanding options to purchase Parent Common Stock (“Parent Options”). Schedule 4.6(a)(ii) sets forth the names of all holders, the number of Options and 1,667,691 shares of Parent Common Stock covered thereofsubject to outstanding Parent Deferred Units, Parent RSU Awards or Parent Strategic Performance Share Awards (assuming achievement of the vesting schedule applicable performance goals at the maximum level), and the exercise prices for the Parent Options and the outstanding shares of restricted Parent Common Stock; and (iii) 334,669 52,908,098 shares of Parent Common Stock are reserved for issuance and issuable upon exercise of warrants to purchase Parent Common Stock (“Parent Warrants”). Schedule 4.6(a)(iii) sets forth the names of all holders of Parent Warrants, the number of shares of Parent Common Stock purchasable thereunder and the exercise price(s) thereforwere held in treasury. (b) The outstanding authorized capital stock of Holdco consists of 500 shares of Parent Holdco Common Stock and 500 shares of preferred stock, par value $1.00 per share (i) have been duly authorized and validly “Holdco Preferred Stock”). As of March 7, 2018, 100 shares of Holdco Common Stock were issued and are fully paid outstanding, and nonassessable and (ii) no shares of Holdco Preferred Stock were issued in compliance with all applicable federal and state securities laws. All grants of Parent Options were validly issued and properly approved by Parent’s Board of Directors in accordance with all applicable law and no such grants involved any “backdating” or similar practices with respect to the effective date of grant. outstanding. (c) Except as set forth above in Section 4.6(a) or Schedule 4.6(b), as of March 7, 2018 no shares of capital stock of Parent are issued and outstanding and Parent does not have outstanding outstanding, and there are no, any securities convertible into or exchangeable or exercisable for any shares of capital stock, including Parent Optionsstock of Parent, any rights to subscribe for or to purchase or any options for the purchase of, or any agreements providing for the issuance (contingent or otherwise) of, or any calls, commitments or known claims of any other character relating to the issuance of, any capital stockstock of Parent, or any stock or securities convertible into or exchangeable or exercisable for any capital stockstock of Parent; and Parent is not subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire, or to register under the Securities Act, any shares of capital stockstock of Parent. Except as set forth above in Section 4.6(a), Parent does not have outstanding any bonds, debentures, notes or other obligations the holders of which have the right to vote (or which are convertible into or exercisable for securities having the right to vote) with the stockholders of Parent on any matter. Except as set forth above in Section 4.6(a), as of March 7, 2018 there are no outstanding stock options, restricted stock units, restricted stock, stock appreciation rights, “phantom” stock rights, performance units, or other compensatory rights or awards (in each case, issued by Parent or any of its Subsidiaries), that are convertible into or exercisable for a share of Parent Common Stock on a deferred basis or otherwise or other rights that are linked to, or based upon, the value of Parent Common Stock. All Parent Equity Awards are evidenced by award agreements in the forms previously made available to the Company. (cd) All The issued and outstanding shares of Parent Common Stock (i) have been duly authorized and validly issued and are fully paid and nonassessable and free of preemptive rights and (ii) were issued in compliance with all applicable U.S. federal and state securities Laws. Parent has no rights plan, “poison-pill” or other similar agreement or arrangement or any anti-takeover provision in the Parent Organizational Documents that is, or at the Effective Time shall be, applicable to Parent, the Parent Common Stock, the Merger or the other transactions contemplated by this Agreement. (e) Section 4.6(e) of the Parent Disclosure Schedules sets forth, as of the date of this Agreement, each of Parent’s Significant Subsidiaries and the ownership interest of Parent in each such Significant Subsidiary. The outstanding shares of capital stock ofstock, or membership interests or other ownership interests inof, Holdco, Merger Sub 1, Merger Sub 2 and each other Subsidiary of Parent (including Merger Sub)Parent, as applicable, are validly issued, fully paid and nonassessable and are owned of record and beneficially by Parent, directly or indirectly. Parent hasowns, as beneficially and of the date hereof and shall have on the Closing Daterecord, valid and marketable title to directly or indirectly, all of the shares of capital stock of, or membership interests or other ownership interests in, Holdco, Merger Sub 1, Merger Sub 2 and each other Significant Subsidiary of Parent, free and clear of any Liens other than Permitted Liens. Such outstanding shares of capital stock of, or membership interests or other ownership interests in, the Subsidiaries Holdco, Merger Sub 1, Merger Sub 2 and each other Subsidiary of Parent, as applicable, are the sole outstanding securities of such Subsidiaries; the . The Subsidiaries of Parent do not have outstanding any securities convertible into or exchangeable or exercisable for any capital stock of, or membership interests or other ownership interests in, such Subsidiaries, any rights to subscribe for or to purchase or any options for the purchase of, or any agreements providing for the issuance (contingent or otherwise) of, or any calls, commitments or claims of any other character relating to the issuance of, any capital stock of, or membership interests or other ownership interests in, such Subsidiaries, or any stock or securities convertible into or exchangeable or exercisable for any capital stock of, or membership interests or other ownership interests in, such Subsidiaries; and neither Parent nor any of its Subsidiaries is subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire, or to register under the Securities Act, any capital stock of, or membership interests or other ownership interests in, any Subsidiary of Parent. (d) As of the Closing, the shares of Parent Common Stock issuable in connection with the Merger pursuant to this Agreement shall be duly authorized and, upon issuance, sale and delivery as contemplated by this Agreement, such shares of Parent Common Stock will be validly issued, fully paid and non-assessable securities of Parent.

Capitalization and Related Matters. (a) As of the date hereof, the The authorized capital stock of Parent consists of 50,000,000 (i) 250,000,000 shares of Parent Common Stock, of which, as of February 15, 2011 (the “Parent Capitalization Date”), 75,511,849 shares were issued and outstanding, (ii) 250,000,000 shares of Class B Common Stock, par value $0.01 per share (the “Parent Class B Common Stock”), of which, as of the Parent Capitalization Date, no shares were issued and outstanding and (iii) 10,000,000 shares of preferred stock, par value $0.01 per share (“Parent Preferred Stock”), of which, as of the Parent Capitalization Date, no shares were issued and outstanding. As of the Parent Capitalization Date, Parent held no shares of Parent Common Stock and 10,000,000 shares of Parent Preferred Stockin its treasury. As of the date hereof: Parent Capitalization Date, no shares of Parent Common Stock, Parent Class B Common Stock or Parent Preferred Stock were reserved for issuance except for (ix) 5,646,470 6,030,684 shares of Parent Common Stock are issued reserved for issuance in connection with existing awards under employee benefit, stock option and outstanding dividend reinvestment and no shares of Parent Preferred Stock are issued and outstanding; stock purchase plans, (iiy) 132,000 6,426,367 shares of Parent Common Stock are reserved for issuance and issuable upon or otherwise deliverable under the Parent’s 2005 Stock Incentive Plan (the “Parent Stock Plan”) or otherwise in connection with the exercise of outstanding options to future awards that have not yet been made under employee benefit, stock option and dividend reinvestment and stock purchase Parent Common Stock plans and (“Parent Options”). Schedule 4.6(a)(iiz) sets forth the names of all holders, the number of 75,511,849 shares of Parent Class B Common Stock covered thereof, the vesting schedule and the exercise prices reserved for the Parent Options and the outstanding shares issuance in connection with future conversion of restricted Parent Common Stock; and (iii) 334,669 shares . All of Parent Common Stock are reserved for issuance the issued and issuable upon exercise of warrants to purchase Parent Common Stock (“Parent Warrants”). Schedule 4.6(a)(iii) sets forth the names of all holders of Parent Warrants, the number of shares of Parent Common Stock purchasable thereunder and the exercise price(s) therefor. (b) The outstanding shares of Parent Common Stock (i) have been duly authorized and validly issued and are fully paid and paid, nonassessable and free of preemptive rights, with no personal liability attaching to the ownership thereof and have not been issued in violation of any applicable Law or any Contract of Parent. As of the date of this Agreement, no bonds, debentures, notes or other indebtedness having the right to vote on any matters on which stockholders of Parent may vote (“Parent Voting Debt”) are issued or outstanding. As of the date of this Agreement, except pursuant to this Agreement and other than as set forth in Section 4.4(a) of the Parent Disclosure Schedule, Parent does not have and is not bound by any outstanding subscriptions, options, warrants, calls, rights, commitments or agreements of any character calling for the purchase or issuance of, or the payment of any amount based on, any shares of Parent Common Stock, Parent Class B Common Stock, Parent Preferred Stock, Parent Voting Debt or any other equity securities of Parent or any securities representing the right to purchase or otherwise receive any shares of Parent Common Stock, Parent Class B Common Stock, Parent Preferred Stock, Parent Voting Debt or other equity securities of Parent. As of the date of this Agreement, except pursuant to this Agreement or pursuant to the Parent Stock Plans, and other than as set forth in Section 4.4 (a) of the Parent Disclosure Schedule, there are no contractual obligations of Parent or any of its Subsidiaries (i) to repurchase, redeem or otherwise acquire any shares of capital stock of Parent or any equity security of Parent or its Subsidiaries or any securities representing the right to purchase or otherwise receive any shares of capital stock or any other equity security of Parent or its Subsidiaries or (ii) pursuant to which Parent or any of its Subsidiaries is or could be required to register shares of capital stock or other securities of Parent under the Securities Act. (b) Parent has provided the Company with a true, complete and correct list of the aggregate number of Parent Stock Options granted under any Parent Stock Plan that were outstanding as of the Parent Capitalization Date and the weighted average exercise price for the Parent Stock Options. Parent has provided the Company with a true, complete and correct list of the aggregate number of Parent Restricted Stock granted under any Parent Stock Plan that were outstanding as of the Parent Capitalization Date. Other than the Parent Equity Awards that are outstanding as of the Parent Capitalization Date and except as set forth in Section 4.4(b) of the Parent Disclosure Schedule, no other subscriptions, options, warrants, calls, rights, commitments or agreements of character calling for the purchase or issuance of, or the payment of any amount based on, any shares of Parent Common Stock, Parent Preferred Stock, Parent Voting Debt or other equity securities of Parent (other than Parent Class B Common Stock) are outstanding as of the Parent Capitalization Date. Since the Parent Capitalization Date through the date hereof, Parent has not (i) issued or repurchased any shares of Parent Common Stock, Parent Class B Common Stock, Parent Preferred Stock, Parent Voting Debt or other equity securities of Parent, other than the issuance of shares of Parent Common Stock in compliance connection with all applicable federal and state securities laws. the exercise or vesting of Parent Equity Awards granted under the Parent Stock Plans that were outstanding on the Parent Capitalization Date or (ii) issued or awarded or committed to issue or award any options, stock appreciation rights, restricted shares, restricted stock units, deferred equity units, awards based on the value of Parent capital stock or any other equity-based awards under any of the Parent Stock Plans. (c) All grants of Parent Options Equity Awards and any other grants of stock options or other equity interests were validly issued and properly approved by Parent’s Board of Directors (and all required approvals by the stockholders of Parent have been obtained) in accordance with all applicable law Law and no such grants involved any “backdating” or similar practices with respect to the effective date of grant. Except The per share exercise price of each Parent Stock Option was not less than the fair market value of the Parent Common Stock on the applicable grant date (as set forth above determined in Section 4.6(aa manner consistent with Treasury Regulation §1.409A-1(b)(5)(iv)) or Schedule 4.6(b), no shares of capital stock and each such grant was properly accounted for in all material respects in accordance with GAAP in the financial statements (including the related notes) of Parent are outstanding and Parent does not disclosed in Parent’s filings with the SEC in accordance with the Exchange Act and other applicable securities Laws. No modifications have outstanding any securities convertible into or exchangeable or exercisable for any shares of capital stock, including Parent Options, any rights to subscribe for or to purchase or any options for the purchase of, or any agreements providing for the issuance (contingent or otherwise) of, or any calls, commitments or known claims of any other character relating to the issuance of, any capital stock, or any stock or securities convertible into or exchangeable or exercisable for any capital stock; and Parent is not subject been made to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire, or to register under Parent Stock Options after the Securities Act, any shares applicable date of capital stock. Except as set forth above in Section 4.6(a), Parent does not have outstanding any bonds, debentures, notes or other obligations the holders of which have the right to vote (or which are convertible into or exercisable for securities having the right to vote) with the stockholders of Parent on any mattergrant. (cd) All of the issued and outstanding shares of capital stock of, or membership interests or other equity ownership interests in, of each Subsidiary of Parent (including Merger Sub), as applicable, are validly issued, fully paid and nonassessable and are owned of record and beneficially by Parent, directly or indirectly. Parent has, as of the date hereof and shall have on the Closing Date, valid and marketable title to all of the shares of capital stock of, or membership interests or other ownership interests in, each Subsidiary of Parent, free and clear of any Liens other than Permitted Liens, and all of such shares or equity ownership interests are duly authorized and validly issued and are fully paid, nonassessable and free of preemptive rights. Such No Subsidiary of Parent has or is bound by any outstanding subscriptions, options, warrants, calls, commitments or agreements of any character calling for the purchase or issuance of any shares of capital stock ofor any other equity security of such Subsidiary or any securities representing the right to purchase or otherwise receive any shares of capital stock or any other equity security of such Subsidiary. Except as set forth in Section 4.4(d) of the Parent Disclosure Schedule, or membership interests Parent does not have any Subsidiaries and does not own any capital stock or other ownership interests in, the Subsidiaries of Parent, as applicable, are the sole outstanding equity or voting securities of such Subsidiaries; the Subsidiaries of Parent do not have outstanding any securities or other rights convertible into or exchangeable into or exercisable for any capital stock of, equity or membership interests or other ownership interests in, such Subsidiaries, any rights to subscribe for or to purchase or any options for the purchase ofvoting securities, or any agreements providing for the issuance (contingent other rights, interests or otherwise) ofinvestments, or any calls, commitments or claims of in any other character relating to the issuance of, any capital stock of, or membership interests or other ownership interests in, such Subsidiaries, or any stock or securities convertible into or exchangeable or exercisable for any capital stock of, or membership interests or other ownership interests in, such Subsidiaries; and neither Parent nor any of its Subsidiaries is subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire, or to register under the Securities Act, any capital stock of, or membership interests or other ownership interests in, any Subsidiary of ParentPerson. (de) As of Parent has no rights plan, “poison-pill” or other similar agreement or arrangement or any anti-takeover provision in the ClosingParent Organizational Documents that is, or at the Effective Time shall be applicable to Parent, Parent Common Stock, Parent Class B Common Stock, Parent Preferred Stock, the shares of Parent Common Stock issuable in connection with Merger or the Merger pursuant to this Agreement shall be duly authorized and, upon issuance, sale and delivery as other transactions contemplated by this Agreement, such shares of Parent Common Stock will be validly issued, fully paid and non-assessable securities of Parent.

Capitalization and Related Matters. (a) As of the date hereof, the The Company has an authorized capital stock consisting of Parent consists of 50,000,000 230,000,000,000 shares of Parent Common Stock and 10,000,000 25,000,000 shares in total of Series A-2 Convertible Preferred Stock, Series D Convertible Preferred Stock, Series C Preferred Stock and collectively with the Series E Preferred Stock, “Preferred Stock”, of which 13,489,918,237 shares of Parent Preferred Stock. As of the date hereof: (i) 5,646,470 Common Stock and 3,000 shares of Parent Common Preferred Stock are issued and outstanding and no shares as of Parent Preferred Stock are issued and outstanding; the date hereof (iiafter giving effect to the transactions contemplated hereby) 132,000 shares as set forth on Schedule 3.2(a) hereto. All of Parent Common Stock are reserved for issuance and issuable upon or otherwise deliverable under the Parent’s 2005 Stock Incentive Plan (the “Parent Stock Plan”) or otherwise in connection with the exercise of outstanding options to purchase Parent Common Stock (“Parent Options”). Schedule 4.6(a)(ii) sets forth the names of all holders, the number of shares of Parent Common Stock covered thereof, the vesting schedule and the exercise prices for the Parent Options and the outstanding shares of restricted Parent Common Stock; and (iii) 334,669 shares of Parent Common Stock are reserved for issuance the Company’s capital stock are, and issuable upon exercise of warrants to purchase Parent Common Stock (“Parent Warrants”)immediately after the Closing will be, validly issued and outstanding, fully paid and non-assessable. Schedule 4.6(a)(iii) sets forth the names of all holders of Parent Warrants, the number of shares of Parent Common Stock purchasable thereunder and the exercise price(s) therefor. (b) The outstanding shares of Parent Common Stock No such stock (i) have been duly authorized and validly was issued and are fully paid and nonassessable and in violation of the preemptive rights of any shareholder or (ii) were is held as treasury stock. All of the outstanding capital stock of the Company was issued in compliance with all applicable federal and state securities laws. All grants of Parent Options were validly issued or “blue sky” laws and properly approved by Parent’s Board of Directors in accordance with all applicable law and no such grants involved any “backdating” or similar practices with respect to the effective date of grant. regulations. (b) Except as set forth above in Section 4.6(aon Schedule 3.2(b) hereto, there are no outstanding securities convertible into Common Stock or Schedule 4.6(b), no shares of any other capital stock of Parent are outstanding and Parent does not have outstanding any securities convertible into or exchangeable or exercisable for any shares of capital stock, including Parent Options, the Company nor any rights to subscribe for or to purchase or any options for the purchase ofpurchase, or any agreements providing for the issuance (contingent or otherwise) of, or any calls, commitments or known claims of any other character relating to the issuance of, any capital stock, or any stock or securities convertible into or exchangeable or exercisable for any capital stock; and Parent is not subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire, or to register under the Securities Act, any shares of capital stock. Except as set forth above in Section 4.6(a), Parent does not have outstanding any bonds, debentures, notes or other obligations the holders of which have the right to vote (or which are convertible into or exercisable for securities having the right to vote) with the stockholders of Parent on any matter. (c) All of the outstanding shares of capital stock of, or membership interests or other ownership interests in, each Subsidiary of Parent (including Merger Sub), as applicable, are validly issued, fully paid and nonassessable and are owned of record and beneficially by Parent, directly or indirectly. Parent has, as of the date hereof and shall have on the Closing Date, valid and marketable title to all of the shares of capital stock of, or membership interests or other ownership interests in, each Subsidiary of Parent, free and clear of any Liens other than Permitted Liens. Such outstanding shares of capital stock of, or membership interests or other ownership interests in, the Subsidiaries of Parent, as applicable, are the sole outstanding securities of such Subsidiaries; the Subsidiaries of Parent do not have outstanding any securities convertible into or exchangeable or exercisable for any capital stock of, or membership interests or other ownership interests in, such Subsidiaries, any rights to subscribe for or to purchase or any options for the purchase of, or any agreements providing for the issuance (contingent or otherwise) of, or any calls, commitments or claims of any other character relating to the issuance of, any capital stock of, or membership interests or other ownership interests into, such Subsidiaries, or any capital stock or securities convertible into or exchangeable or exercisable for any such capital stock of(collectively, or membership interests or other ownership interests in, such Subsidiaries; and neither Parent nor any of its Subsidiaries “Securities Rights”). Except as set forth on Schedule 3.2 hereto the Company (i) is not subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retireretire any of its capital stock; or (ii) has no liability for dividends or other distributions declared or accrued, or but unpaid, with respect to register under the Securities Act, any capital stock of, or membership interests or other ownership interests in, any Subsidiary of Parentstock. (dc) As Except as set forth on Schedule 3.2(c) hereto, the Company is not a party to any agreement, understanding or arrangement, direct or indirect, relating to any class or series of the ClosingCompany’s capital stock, the shares of Parent Common Stock issuable in connection with the Merger pursuant to this Agreement shall be duly authorized andincluding, upon issuancewithout limitation, sale and delivery as contemplated by this Agreementany voting agreement, such shares of Parent Common Stock will be validly issuedrestriction on resale, fully paid and non-assessable securities of Parentshareholder agreement or registration rights agreement.

Capitalization and Related Matters. (a) As Parent has an authorized capital stock consisting of Two Hundred Million (200,000,000) shares of common stock, par value $0.0001 per share, of which Forty Six Million Eight Hundred Seventy Four Thousand Seven Hundred Sixty Seven (46,874,767) shares were issued and outstanding as of the date hereof, the authorized capital stock of Parent consists of 50,000,000 and Twenty Million (20,000,000) shares of Parent Common Stock and 10,000,000 shares preferred stock, par value $0.0001, none of Parent Preferred Stockwhich have been issued. As of the date hereof: (i) 5,646,470 All shares of Parent Common Stock are duly and validly issued, fully paid and nonassessable, and the Merger Shares will be, when issued, duly and validly authorized and fully paid and nonassessable, and will be issued to the Shareholders free and outstanding and no shares of Parent Preferred Stock are issued and outstanding; (ii) 132,000 shares of Parent Common Stock are reserved for issuance and issuable upon or otherwise deliverable under the Parent’s 2005 Stock Incentive Plan (the “Parent Stock Plan”) or otherwise in connection with the exercise of outstanding options to purchase Parent Common Stock (“Parent Options”). Schedule 4.6(a)(ii) sets forth the names clear of all holdersencumbrances, the number of shares of Parent Common Stock covered thereof, the vesting schedule claims and the exercise prices for the Parent Options and the outstanding shares of restricted Parent Common Stock; and (iii) 334,669 shares of Parent Common Stock are reserved for issuance and issuable upon exercise of warrants to purchase Parent Common Stock (“Parent Warrants”)liens whatsoever. Schedule 4.6(a)(iii) sets forth the names of all holders of Parent Warrants, the number of shares of Parent Common Stock purchasable thereunder and the exercise price(s) therefor. (b) The outstanding No shares of Parent Common Stock (i) were issued in violation of the preemptive or any other rights of any shareholder, or (ii) are held as treasury stock. (b) At Closing, Merger Sub shall have been authorized capital consisting of One Thousand (1,000) shares of common stock, $0.01 par value per share, One Hundred (100) of which shall be issued to and owned by Parent free and clear of all claims, liens, options, agreements, restrictions, and encumbrances whatsoever and Parent is not party to any agreement, understanding or arrangement, direct or indirect, relating to Merger Sub Common Stock, including, without limitation, agreements, understandings or arrangements regarding voting or sale of such stock. All shares of Merger Sub Common Stock are duly authorized and validly issued and are issued, fully paid and nonassessable and nonassessable. No shares of Merger Sub Common Stock (iii) were issued in compliance with all applicable federal and state securities laws. All grants violation of Parent Options were validly issued and properly approved by Parent’s Board the preemptive or any other rights of Directors in accordance with all applicable law and no such grants involved any “backdating” shareholder, or similar practices with respect to the effective date of grant. (ii) are held as treasury stock. (c) Except as set forth above in Section 4.6(a) or on Schedule 4.6(b4.2(c), no shares of there are not outstanding any securities convertible or exchangeable into capital stock of Parent are outstanding and Parent does not have outstanding any securities convertible into or exchangeable or exercisable for any shares of capital stock, including Parent Options, nor any rights to subscribe for or to purchase or any options for the purchase ofpurchase, or any agreements providing for the issuance (contingent or otherwise) of, or any calls, commitments or known claims of any other character relating to the issuance of, any capital stock, or any stock or securities convertible into or exchangeable or exercisable for any capital stock; and Parent is not subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire, or to register under the Securities Act, any shares of capital stock. Except as set forth above in Section 4.6(a), Parent does not have outstanding any bonds, debentures, notes or other obligations the holders of which have the right to vote (or which are convertible into or exercisable for securities having the right to vote) with the stockholders of Parent on any matter. (c) All of the outstanding shares of capital stock of, or membership interests or other ownership interests in, each Subsidiary of Parent (including Merger Sub), as applicable, are validly issued, fully paid and nonassessable and are owned of record and beneficially by Parent, directly or indirectly. Parent has, as of the date hereof and shall have on the Closing Date, valid and marketable title to all of the shares of capital stock of, or membership interests or other ownership interests in, each Subsidiary of Parent, free and clear of any Liens other than Permitted Liens. Such outstanding shares of capital stock of, or membership interests or other ownership interests in, the Subsidiaries of Parent, as applicable, are the sole outstanding securities of such Subsidiaries; the Subsidiaries of Parent do not have outstanding any securities convertible into or exchangeable or exercisable for any capital stock of, or membership interests or other ownership interests in, such Subsidiaries, any rights to subscribe for or to purchase or any options for the purchase of, or any agreements providing for the issuance (contingent or otherwise) of, or any calls, commitments or claims of any other character relating to the issuance of, any capital stock of, or membership interests or other ownership interests into, such Subsidiaries, or any capital stock or securities convertible into such capital stock, and at Closing Merger Sub will not have any such convertible securities, calls or exchangeable or exercisable for any capital stock of, or membership interests or other ownership interests in, such Subsidiaries; and neither commitments. Neither Parent nor any of its Subsidiaries Merger Sub: (i) is subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retireretire any of its capital stock; or (ii) has liability for dividends or other distributions declared or accrued, or but unpaid, with respect to register under the Securities Act, any capital stock of, or membership interests or other ownership interests in, any Subsidiary of Parentstock. (d) As of the Closing, the shares of Parent Common Stock issuable in connection with the Merger pursuant to this Agreement shall be duly authorized and, upon issuance, sale and delivery as contemplated by this Agreement, such shares of Parent Common Stock will be validly issued, fully paid and non-assessable securities of Parent.

Capitalization and Related Matters. (a) As of the date hereof, the The authorized capital stock of Parent consists of 50,000,000 (i) 40,000,000 shares of Parent Common Stock, of which 18,750,000 shares were outstanding as of November 30, 2007 and (ii) 1,000,000 shares of preferred stock, $0.0001 par value, none of which are outstanding. No shares of Parent Common Stock have been issued between March 8, 2006 and the date hereof. All issued and outstanding shares of the capital stock of Parent are duly authorized, validly issued, fully paid and nonassessable, and no class of capital stock is entitled to (or has been issued in violation of) preemptive rights. As of the date hereof, there are (i) 15,000,000 outstanding warrants with an exercise price of $6.00 per share issued in the IPO (the “IPO Warrants”) and (ii) 833,334 outstanding warrants with an exercise price of $6.00 per share issued on March 2, 2006 immediately prior to the IPO (such warrants, together with the IPO Warrants, the “Parent Warrants”). All outstanding shares of Parent Common Stock and 10,000,000 shares of all outstanding Parent Preferred Stock. As of the date hereof: (i) 5,646,470 shares of Parent Common Stock are Warrants have been issued and outstanding and no shares of Parent Preferred Stock are issued and outstanding; (ii) 132,000 shares of Parent Common Stock are reserved for issuance and issuable upon or otherwise deliverable under the Parent’s 2005 Stock Incentive Plan (the “Parent Stock Plan”) or otherwise in connection with the exercise of outstanding options to purchase Parent Common Stock (“Parent Options”). Schedule 4.6(a)(ii) sets forth the names of all holders, the number of shares of Parent Common Stock covered thereof, the vesting schedule and the exercise prices for the Parent Options and the outstanding shares of restricted Parent Common Stock; and (iii) 334,669 shares of Parent Common Stock are reserved for issuance and issuable upon exercise of warrants to purchase Parent Common Stock (“Parent Warrants”). Schedule 4.6(a)(iii) sets forth the names of all holders of Parent Warrants, the number of shares of Parent Common Stock purchasable thereunder and the exercise price(s) therefor. (b) The outstanding shares of Parent Common Stock (i) have been duly authorized and validly issued and are fully paid and nonassessable and (ii) were issued granted in compliance with (x) all applicable federal securities laws and state securities laws. All grants of other applicable laws and regulations, and (y) all requirements set forth in any applicable Parent Options were validly issued and properly approved by Parent’s Board of Directors in accordance with all applicable law and no such grants involved any “backdating” or similar practices with respect to the effective date of grantcontract. Except as set forth above in this Section 4.6(a) or Schedule 4.6(b)4.6, no shares of capital stock of Parent are outstanding and Parent does not have outstanding any options, warrants or other securities convertible into or exchangeable or exercisable for any shares of capital stock, including Parent Options, stock or any rights to subscribe for or to purchase or any options for the purchase ofotherwise acquire, or any agreements providing for the issuance (contingent or otherwise) of, or any calls, commitments or known claims of any other character relating to the issuance of, any capital stockstock of Parent, or any stock or securities convertible into or exchangeable or exercisable for any capital stockstock of Parent; and Parent is not subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire, or to register under the Securities Act, any shares of capital stock. Except as set forth above in this Section 4.6(a)4.6, Parent does not have outstanding any bonds, debentures, notes or other obligations the holders of which have the right to vote (or which are convertible into or exercisable for securities having the right to vote) with the stockholders of Parent on any matter. (c) All . Parent has delivered to Company complete and correct copies of the outstanding shares of capital stock of, or membership interests or other ownership interests in, each Subsidiary of Parent (Warrants including Merger Sub), as applicable, are validly issued, fully paid and nonassessable and are owned of record and beneficially by Parent, directly or indirectlyall documents relating thereto. Parent has, as of the date hereof and shall have on the Closing Date, valid and marketable title to all of the shares of capital stock of, or membership interests or other ownership interests in, each Subsidiary of Parent, free and clear of any Liens other than Permitted Liens. Such outstanding shares of capital stock of, or membership interests or other ownership interests in, the Subsidiaries of Parent, as applicable, are the sole outstanding securities of such Subsidiaries; the Subsidiaries of Parent do not have outstanding any securities convertible into or exchangeable or exercisable for any capital stock of, or membership interests or other ownership interests in, such Subsidiaries, any rights to subscribe for or to purchase or any options for the purchase of, or any agreements providing for the issuance (contingent or otherwise) of, or any calls, commitments or claims of any other character relating to the issuance of, any capital stock of, or membership interests or other ownership interests in, such Subsidiaries, or any stock or securities convertible into or exchangeable or exercisable for any capital stock of, or membership interests or other ownership interests in, such Subsidiaries; and neither Parent nor any of its Subsidiaries is subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire, or to register under the Securities Act, any capital stock of, or membership interests or other ownership interests in, any Subsidiary of Parent. (d) As of the Closing, the All shares of Parent Common Stock issuable to be issued in connection with the Merger pursuant to this Agreement shall be and the other transactions contemplated hereby will, when issued in accordance with the terms hereof, have been duly authorized and, upon issuance, sale and delivery as contemplated by this Agreement, such shares of Parent Common Stock will be validly issued, fully paid and non-assessable assessable, free and clear of all Liens. Except as contemplated by this Agreement, there are no registration rights and there is no voting trust, proxy, rights plan, anti-takeover plan or other agreements or understandings to which Parent is a party or by which the Parent is bound with respect to any equity securities of any class of Parent.

Capitalization and Related Matters. (a) As of the date hereof, the The authorized capital stock of Parent consists of 50,000,000 600,000,000 shares of Parent Common Stock and 10,000,000 25,000,000 shares of preferred stock, par value $1.00 per share ("Parent Preferred Stock"). As of the date hereof: (i) 5,646,470 March 7, 2018, 243,237,423 shares of Parent Common Stock are (including 1,029,980 shares of Parent Common Stock subject to Parent Restricted Stock Awards) were issued and outstanding outstanding, and no shares of Parent Preferred Stock are were issued and or outstanding; (ii) 132,000 . As of March 7, 2018, there were 6,858,842 shares of Parent Common Stock are reserved for issuance and issuable upon or otherwise deliverable under the Parent’s 2005 Stock Incentive Plan (the “Parent Stock Plan”) or otherwise in connection with the exercise of outstanding options to purchase Parent Common Stock (“Parent Options”). Schedule 4.6(a)(ii) sets forth the names of all holders, the number of Options and 1,667,691 shares of Parent Common Stock covered thereofsubject to outstanding Parent Deferred Units, Parent RSU Awards or Parent Strategic Performance Share Awards (assuming achievement of the vesting schedule applicable performance goals at the maximum level), and the exercise prices for the Parent Options and the outstanding shares of restricted Parent Common Stock; and (iii) 334,669 52,908,098 shares of Parent Common Stock are reserved for issuance and issuable upon exercise of warrants to purchase Parent Common Stock (“Parent Warrants”). Schedule 4.6(a)(iii) sets forth the names of all holders of Parent Warrants, the number of shares of Parent Common Stock purchasable thereunder and the exercise price(s) thereforwere held in treasury. (b) The outstanding authorized capital stock of Holdco consists of 500 shares of Parent Holdco Common Stock and 500 shares of preferred stock, par value $1.00 per share (i) have been duly authorized and validly "Holdco Preferred Stock"). As of March 7, 2018, 100 shares of Holdco Common Stock were issued and are fully paid outstanding, and nonassessable and (ii) no shares of Holdco Preferred Stock were issued in compliance with all applicable federal and state securities laws. All grants of Parent Options were validly issued and properly approved by Parent’s Board of Directors in accordance with all applicable law and no such grants involved any “backdating” or similar practices with respect to the effective date of grant. outstanding. (c) Except as set forth above in Section 4.6(a) or Schedule 4.6(b), as of March 7, 2018 no shares of capital stock of Parent are issued and outstanding and Parent does not have outstanding outstanding, and there are no, any securities convertible into or exchangeable or exercisable for any shares of capital stock, including Parent Optionsstock of Parent, any rights to subscribe for or to purchase or any options for the purchase of, or any agreements providing for the issuance (contingent or otherwise) of, or any calls, commitments or known claims of any other character relating to the issuance of, any capital stockstock of Parent, or any stock or securities convertible into or exchangeable or exercisable for any capital stockstock of Parent; and Parent is not subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire, or to register under the Securities Act, any shares of capital stockstock of Parent. Except as set forth above in Section 4.6(a), Parent does not have outstanding any bonds, debentures, notes or other obligations the holders of which have the right to vote (or which are convertible into or exercisable for securities having the right to vote) with the stockholders of Parent on any matter. Except as set forth above in Section 4.6(a), as of March 7, 2018 there are no outstanding stock options, restricted stock units, restricted stock, stock appreciation rights, "phantom" stock rights, performance units, or other compensatory rights or awards (in each case, issued by Parent or any of its Subsidiaries), that are convertible into or exercisable for a share of Parent Common Stock on a deferred basis or otherwise or other rights that are linked to, or based upon, the value of Parent Common Stock. All Parent Equity Awards are evidenced by award agreements in the forms previously made available to the Company. (cd) All The issued and outstanding shares of Parent Common Stock (i) have been duly authorized and validly issued and are fully paid and nonassessable and free of preemptive rights and (ii) were issued in compliance with all applicable U.S. federal and state securities Laws. Parent has no rights plan, "poison-pill" or other similar agreement or arrangement or any anti-takeover provision in the Parent Organizational Documents that is, or at the Effective Time shall be, applicable to Parent, the Parent Common Stock, the Merger or the other transactions contemplated by this Agreement. (e) Section 4.6(e) of the Parent Disclosure Schedules sets forth, as of the date of this Agreement, each of Parent's Significant Subsidiaries and the ownership interest of Parent in each such Significant Subsidiary. The outstanding shares of capital stock ofstock, or membership interests or other ownership interests inof, Holdco, Merger Sub 1, Merger Sub 2 and each other Subsidiary of Parent (including Merger Sub)Parent, as applicable, are validly issued, fully paid and nonassessable and are owned of record and beneficially by Parent, directly or indirectly. Parent hasowns, as beneficially and of the date hereof and shall have on the Closing Daterecord, valid and marketable title to directly or indirectly, all of the shares of capital stock of, or membership interests or other ownership interests in, Holdco, Merger Sub 1, Merger Sub 2 and each other Significant Subsidiary of Parent, free and clear of any Liens other than Permitted Liens. Such outstanding shares of capital stock of, or membership interests or other ownership interests in, the Subsidiaries Holdco, Merger Sub 1, Merger Sub 2 and each other Subsidiary of Parent, as applicable, are the sole outstanding securities of such Subsidiaries; the . The Subsidiaries of Parent do not have outstanding any securities convertible into or exchangeable or exercisable for any capital stock of, or membership interests or other ownership interests in, such Subsidiaries, any rights to subscribe for or to purchase or any options for the purchase of, or any agreements providing for the issuance (contingent or otherwise) of, or any calls, commitments or claims of any other character relating to the issuance of, any capital stock of, or membership interests or other ownership interests in, such Subsidiaries, or any stock or securities convertible into or exchangeable or exercisable for any capital stock of, or membership interests or other ownership interests in, such Subsidiaries; and neither Parent nor any of its Subsidiaries is subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire, or to register under the Securities Act, any capital stock of, or membership interests or other ownership interests in, any Subsidiary of Parent. (d) As of the Closing, the shares of Parent Common Stock issuable in connection with the Merger pursuant to this Agreement shall be duly authorized and, upon issuance, sale and delivery as contemplated by this Agreement, such shares of Parent Common Stock will be validly issued, fully paid and non-assessable securities of Parent.

Capitalization and Related Matters. (a) As of the date hereof, the authorized capital stock of Parent consists of 50,000,000 2.25 billion authorized shares of Parent Common Stock and 10,000,000 authorized shares of preferred stock, par value $0.01 per share (“Parent Preferred Stock”). As of the date hereof: (i) 5,646,470 October 12, 2006, 1,175,271,818 shares of Parent Common Stock are were issued and outstanding and no shares of Parent Preferred Stock are were issued and outstanding; (ii) 132,000 shares of Parent Common Stock are reserved for issuance and issuable upon or otherwise deliverable under the Parent’s 2005 Stock Incentive Plan (the “Parent Stock Plan”) or otherwise in connection with the exercise of outstanding options to purchase Parent Common Stock (“Parent Options”). Schedule 4.6(a)(ii) sets forth the names of all holders, the number of shares of Parent Common Stock covered thereof, the vesting schedule and the exercise prices for the Parent Options and the outstanding shares of restricted Parent Common Stock; and (iii) 334,669 shares of Parent Common Stock are reserved for issuance and issuable upon exercise of warrants to purchase Parent Common Stock (“Parent Warrants”). Schedule 4.6(a)(iii) sets forth the names of all holders of Parent Warrants, the number of shares of Parent Common Stock purchasable thereunder and the exercise price(s) therefor. (b) The outstanding shares of Parent Common Stock (i) have been duly authorized and validly issued and are fully paid and nonassessable non-assessable and (ii) were issued in compliance with all applicable federal and state securities laws. All grants of Parent Options were validly issued and properly approved by Parent’s Board of Directors in accordance with all applicable law and no such grants involved any “backdating” or similar practices with respect to the effective date of grant. Except as set forth above in Section 4.6(a) or Schedule 4.6(b)the Parent SEC Reports, as of June 30, 2006, no shares of capital stock of Parent the Company are outstanding and Parent the Company does not have outstanding any securities convertible into or exchangeable or exercisable for any shares of capital stock, including Parent Options, any rights to subscribe for or to purchase or any options for the purchase of, or any agreements providing for the issuance (contingent or otherwise) of, or any calls, commitments or known claims of any other character relating to the issuance of, any capital stock, or any stock or securities convertible into or exchangeable or exercisable for any capital stock; and Parent the Company is not subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire, or to register under the Securities Act, any shares of capital stock. Except as set forth above in Section 4.6(a), Parent does not have outstanding any bonds, debentures, notes or other obligations the holders of which have the right to vote (or which are convertible into or exercisable for securities having the right to vote) with the stockholders of Parent on any matter. (c) All of the outstanding shares of capital stock of, or membership interests or other ownership interests in, each Subsidiary of Parent (including Merger Sub), as applicable, are validly issued, fully paid and nonassessable and are owned of record and beneficially by Parent, directly or indirectly. Parent has, as of the date hereof and shall have on the Closing Date, valid and marketable title to all of the shares of capital stock of, or membership interests or other ownership interests in, each Subsidiary of Parent, free and clear of any Liens other than Permitted Liens. Such outstanding shares of capital stock of, or membership interests or other ownership interests in, the Subsidiaries of Parent, as applicable, are the sole outstanding securities of such Subsidiaries; the Subsidiaries of Parent do not have outstanding any securities convertible into or exchangeable or exercisable for any capital stock of, or membership interests or other ownership interests in, such Subsidiaries, any rights to subscribe for or to purchase or any options for the purchase of, or any agreements providing for the issuance (contingent or otherwise) of, or any calls, commitments or claims of any other character relating to the issuance of, any capital stock of, or membership interests or other ownership interests in, such Subsidiaries, or any stock or securities convertible into or exchangeable or exercisable for any capital stock of, or membership interests or other ownership interests in, such Subsidiaries; and neither Parent nor any of its Subsidiaries is subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire, or to register under the Securities Act, any capital stock of, or membership interests or other ownership interests in, any Subsidiary of Parent. (d) As of the Closing, the The shares of Parent Common Stock issuable in connection with the Merger pursuant to this Agreement shall be have been duly authorized and, upon issuance, sale and delivery as contemplated by this Agreement, such shares of Parent Common Stock will be validly issued, fully paid and non-assessable securities of Parent and the issuance thereof will not be subject to any preemptive or similar right. (c) All of the outstanding membership interests of Merger Sub are owned of record and beneficially by Parent, directly; provided, that, if there is a Conversion Event, as of the Closing Date, all of the outstanding shares of common stock, par value $0.0001 per share, of Merger Sub will be owned of record and beneficially by Parent, directly. All of the outstanding shares of common stock, par value $0.0001 per share, of Sister Subsidiary are owned of record and beneficially by Parent, directly. (d) Merger Sub is a newly-formed entity that will not have engaged in any activities prior to the Effective Time, other than those related to the transactions contemplated by this Agreement. Sister Subsidiary is a newly-formed entity that will not have engaged in any activities prior to the Effective Time, other than those related to the transactions contemplated by this Agreement.

Capitalization and Related Matters. (a) As of the date hereof, the authorized capital stock of Parent consists of 50,000,000 2.25 billion authorized shares of Parent Common Stock and 10,000,000 authorized shares of preferred stock, par value $0.01 per share ("Parent Preferred Stock"). As of the date hereof: (i) 5,646,470 October 12, 2006, 1,175,271,818 shares of Parent Common Stock are were issued and outstanding and no shares of Parent Preferred Stock are were issued and outstanding; (ii) 132,000 shares of Parent Common Stock are reserved for issuance and issuable upon or otherwise deliverable under the Parent’s 2005 Stock Incentive Plan (the “Parent Stock Plan”) or otherwise in connection with the exercise of outstanding options to purchase Parent Common Stock (“Parent Options”). Schedule 4.6(a)(ii) sets forth the names of all holders, the number of shares of Parent Common Stock covered thereof, the vesting schedule and the exercise prices for the Parent Options and the outstanding shares of restricted Parent Common Stock; and (iii) 334,669 shares of Parent Common Stock are reserved for issuance and issuable upon exercise of warrants to purchase Parent Common Stock (“Parent Warrants”). Schedule 4.6(a)(iii) sets forth the names of all holders of Parent Warrants, the number of shares of Parent Common Stock purchasable thereunder and the exercise price(s) therefor. (b) The outstanding shares of Parent Common Stock (i) have been duly authorized and validly issued and are fully paid and nonassessable non-assessable and (ii) were issued in compliance with all applicable federal and state securities laws. All grants of Parent Options were validly issued and properly approved by Parent’s Board of Directors in accordance with all applicable law and no such grants involved any “backdating” or similar practices with respect to the effective date of grant. Except as set forth above in Section 4.6(a) or Schedule 4.6(b)the Parent SEC Reports, as of June 30, 2006, no shares of capital stock of Parent the Company are outstanding and Parent the Company does not have outstanding any securities convertible into or exchangeable or exercisable for any shares of capital stock, including Parent Options, any rights to subscribe for or to purchase or any options for the purchase of, or any agreements providing for the issuance (contingent or otherwise) of, or any calls, commitments or known claims of any other character relating to the issuance of, any capital stock, or any stock or securities convertible into or exchangeable or exercisable for any capital stock; and Parent the Company is not subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire, or to register under the Securities Act, any shares of capital stock. Except as set forth above in Section 4.6(a), Parent does not have outstanding any bonds, debentures, notes or other obligations the holders of which have the right to vote (or which are convertible into or exercisable for securities having the right to vote) with the stockholders of Parent on any matter. (c) All of the outstanding shares of capital stock of, or membership interests or other ownership interests in, each Subsidiary of Parent (including Merger Sub), as applicable, are validly issued, fully paid and nonassessable and are owned of record and beneficially by Parent, directly or indirectly. Parent has, as of the date hereof and shall have on the Closing Date, valid and marketable title to all of the shares of capital stock of, or membership interests or other ownership interests in, each Subsidiary of Parent, free and clear of any Liens other than Permitted Liens. Such outstanding shares of capital stock of, or membership interests or other ownership interests in, the Subsidiaries of Parent, as applicable, are the sole outstanding securities of such Subsidiaries; the Subsidiaries of Parent do not have outstanding any securities convertible into or exchangeable or exercisable for any capital stock of, or membership interests or other ownership interests in, such Subsidiaries, any rights to subscribe for or to purchase or any options for the purchase of, or any agreements providing for the issuance (contingent or otherwise) of, or any calls, commitments or claims of any other character relating to the issuance of, any capital stock of, or membership interests or other ownership interests in, such Subsidiaries, or any stock or securities convertible into or exchangeable or exercisable for any capital stock of, or membership interests or other ownership interests in, such Subsidiaries; and neither Parent nor any of its Subsidiaries is subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire, or to register under the Securities Act, any capital stock of, or membership interests or other ownership interests in, any Subsidiary of Parent. (d) As of the Closing, the The shares of Parent Common Stock issuable in connection with the Merger pursuant to this Agreement shall be have been duly authorized and, upon issuance, sale and delivery as contemplated by this Agreement, such shares of Parent Common Stock will be validly issued, fully paid and non-assessable securities of Parent and the issuance thereof will not be subject to any preemptive or similar right. (c) All of the outstanding membership interests of Merger Sub are owned of record and beneficially by Parent, directly; provided, that, if there is a Conversion Event, as of the Closing Date, all of the outstanding shares of common stock, par value $0.0001 per share, of Merger Sub will be owned of record and beneficially by Parent, directly. (d) Merger Sub is a newly-formed entity that will not have engaged in any activities prior to the Effective Time, other than those related to the transactions contemplated by this Agreement.

Capitalization and Related Matters. (a) As of the date hereof, the authorized capital stock of Parent consists of 50,000,000 2.25 billion authorized shares of Parent Common Stock and 10,000,000 authorized shares of preferred stock, par value $0.01 per share (“Parent Preferred Stock”). As of the date hereof: (i) 5,646,470 October 12, 2006, 1,175,271,818 shares of Parent Common Stock are were issued and outstanding and no shares of Parent Preferred Stock are were issued and outstanding; (ii) 132,000 shares of Parent Common Stock are reserved for issuance and issuable upon or otherwise deliverable under the Parent’s 2005 Stock Incentive Plan (the “Parent Stock Plan”) or otherwise in connection with the exercise of outstanding options to purchase Parent Common Stock (“Parent Options”). Schedule 4.6(a)(ii) sets forth the names of all holders, the number of shares of Parent Common Stock covered thereof, the vesting schedule and the exercise prices for the Parent Options and the outstanding shares of restricted Parent Common Stock; and (iii) 334,669 shares of Parent Common Stock are reserved for issuance and issuable upon exercise of warrants to purchase Parent Common Stock (“Parent Warrants”). Schedule 4.6(a)(iii) sets forth the names of all holders of Parent Warrants, the number of shares of Parent Common Stock purchasable thereunder and the exercise price(s) therefor. (b) The outstanding shares of Parent Common Stock (i) have been duly authorized and validly issued and are fully paid and nonassessable non-assessable and (ii) were issued in compliance with all applicable federal and state securities laws. All grants of Parent Options were validly issued and properly approved by Parent’s Board of Directors in accordance with all applicable law and no such grants involved any “backdating” or similar practices with respect to the effective date of grant. Except as set forth above in Section 4.6(a) or Schedule 4.6(b)the Parent SEC Reports, as of June 30, 2006, no shares of capital stock of Parent the Company are outstanding and Parent the Company does not have outstanding any securities convertible into or exchangeable or exercisable for any shares of capital stock, including Parent Options, any rights to subscribe for or to purchase or any options for the purchase of, or any agreements providing for the issuance (contingent or otherwise) of, or any calls, commitments or known claims of any other character relating to the issuance of, any capital stock, or any stock or securities convertible into or exchangeable or exercisable for any capital stock; and Parent the Company is not subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire, or to register under the Securities Act, any shares of capital stock. Except as set forth above in Section 4.6(a), Parent does not have outstanding any bonds, debentures, notes or other obligations the holders of which have the right to vote (or which are convertible into or exercisable for securities having the right to vote) with the stockholders of Parent on any matter. (c) All of the outstanding shares of capital stock of, or membership interests or other ownership interests in, each Subsidiary of Parent (including Merger Sub), as applicable, are validly issued, fully paid and nonassessable and are owned of record and beneficially by Parent, directly or indirectly. Parent has, as of the date hereof and shall have on the Closing Date, valid and marketable title to all of the shares of capital stock of, or membership interests or other ownership interests in, each Subsidiary of Parent, free and clear of any Liens other than Permitted Liens. Such outstanding shares of capital stock of, or membership interests or other ownership interests in, the Subsidiaries of Parent, as applicable, are the sole outstanding securities of such Subsidiaries; the Subsidiaries of Parent do not have outstanding any securities convertible into or exchangeable or exercisable for any capital stock of, or membership interests or other ownership interests in, such Subsidiaries, any rights to subscribe for or to purchase or any options for the purchase of, or any agreements providing for the issuance (contingent or otherwise) of, or any calls, commitments or claims of any other character relating to the issuance of, any capital stock of, or membership interests or other ownership interests in, such Subsidiaries, or any stock or securities convertible into or exchangeable or exercisable for any capital stock of, or membership interests or other ownership interests in, such Subsidiaries; and neither Parent nor any of its Subsidiaries is subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire, or to register under the Securities Act, any capital stock of, or membership interests or other ownership interests in, any Subsidiary of Parent. (d) As of the Closing, the The shares of Parent Common Stock issuable in connection with the Merger pursuant to this Agreement shall be have been duly authorized and, upon issuance, sale and delivery as contemplated by this Agreement, such shares of Parent Common Stock will be validly issued, fully paid and non-assessable securities of Parent and the issuance thereof will not be subject to any preemptive or similar right. (c) All of the outstanding membership interests of Merger Sub are owned of record and beneficially by Parent, directly; provided, that, if there is a Conversion Event, as of the Closing Date, all of the outstanding shares of common stock, par value $0.0001 per share, of Merger Sub will be owned of record and beneficially by Parent, directly. (d) Merger Sub is a newly-formed entity that will not have engaged in any activities prior to the Effective Time, other than those related to the transactions contemplated by this Agreement.

Capitalization and Related Matters. (a) As of the date hereofhereof and after consummation of the transaction described in this Agreement, the authorized capital stock of Parent the Company consists of 50,000,000 2,100,000,000 shares of Parent stock, of which 2,000,000,000 shares are designated as Common Stock and 10,000,000 100,000,000 shares of Parent are designated as Preferred Stock. As of the date hereof: hereof and after the consummation of the transactions described herein, there are 100,000,000 shares of Common Stock, 6,000,000 shares of Series A Preferred Stock and 10,000,000 shares of Series B Preferred Stock outstanding. As of the date hereof and after the consummation of the transactions described herein, the authorized capital stock of the Target consists of 150,000 shares of stock, of which 100,000 shares are designated as Common Stock and 50,000,000 shares are designated as Preferred Stock. As of the date hereof and after consummation of the transactions described herein, there are 50,000 shares of Common Stock outstanding, all of which are owned by the Company. All outstanding shares of capital stock of the Company and the Target are duly and validly issued, fully paid and nonassessable. No shares of capital stock of the Company or the Target (i) 5,646,470 shares were issued in violation of Parent Common Stock are issued and outstanding and no shares the preemptive rights of Parent Preferred Stock are issued and outstanding; any shareholder, or (ii) 132,000 shares of Parent Common Stock are reserved for issuance and issuable upon or otherwise deliverable under the Parent’s 2005 Stock Incentive Plan (the “Parent Stock Plan”) or otherwise in connection with the exercise of outstanding options to purchase Parent Common Stock (“Parent Options”). Schedule 4.6(a)(ii) sets forth the names of all holders, the number of shares of Parent Common Stock covered thereof, the vesting schedule and the exercise prices for the Parent Options and the outstanding shares of restricted Parent Common Stock; and (iii) 334,669 shares of Parent Common Stock are reserved for issuance and issuable upon exercise of warrants to purchase Parent Common Stock (“Parent Warrants”). Schedule 4.6(a)(iii) sets forth the names of all holders of Parent Warrants, the number of shares of Parent Common Stock purchasable thereunder and the exercise price(s) thereforheld as treasury stock. (b) The outstanding shares of Parent Common Stock (i) have been duly authorized and validly issued and are fully paid and nonassessable and (ii) were issued in compliance with all applicable federal and state securities laws. All grants of Parent Options were validly issued and properly approved by Parent’s Board of Directors in accordance with all applicable law and no such grants involved any “backdating” or similar practices with respect to the effective date of grant. Except as set forth above in Section 4.6(a) or the Disclosure Schedule 4.6(battached hereto (the "Disclosure Schedule"), there are no shares of capital stock of Parent are outstanding and Parent does not have outstanding any securities convertible into Common Stock or exchangeable any other capital stock of the Company or exercisable for any shares of capital stock, including Parent Options, Target nor any rights to subscribe for or to purchase or any options for the purchase ofpurchase, or any agreements providing for the issuance (contingent or otherwise) of, or any calls, commitments or known claims of any other character relating to the issuance of, any capital stock, or any stock or securities convertible into or exchangeable or exercisable for any capital stock; and Parent is not subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire, or to register under the Securities Act, any shares of capital stock. Except as set forth above in Section 4.6(a), Parent does not have outstanding any bonds, debentures, notes or other obligations the holders of which have the right to vote (or which are convertible into or exercisable for securities having the right to vote) with the stockholders of Parent on any matter. (c) All of the outstanding shares of capital stock of, or membership interests or other ownership interests in, each Subsidiary of Parent (including Merger Sub), as applicable, are validly issued, fully paid and nonassessable and are owned of record and beneficially by Parent, directly or indirectly. Parent has, as of the date hereof and shall have on the Closing Date, valid and marketable title to all of the shares of capital stock of, or membership interests or other ownership interests in, each Subsidiary of Parent, free and clear of any Liens other than Permitted Liens. Such outstanding shares of capital stock of, or membership interests or other ownership interests in, the Subsidiaries of Parent, as applicable, are the sole outstanding securities of such Subsidiaries; the Subsidiaries of Parent do not have outstanding any securities convertible into or exchangeable or exercisable for any capital stock of, or membership interests or other ownership interests in, such Subsidiaries, any rights to subscribe for or to purchase or any options for the purchase of, or any agreements providing for the issuance (contingent or otherwise) of, or any calls, commitments or claims of any other character relating to the issuance of, any capital stock of, or membership interests or other ownership interests into, such Subsidiaries, or any capital stock or securities convertible into or exchangeable or exercisable for any such capital stock of(collectively, "Securities Rights"). Neither the Company or membership interests or other ownership interests in, such Subsidiaries; and neither Parent nor any of its Subsidiaries Target: (i) is subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retireretire any of its capital stock; or (ii) has any liability for dividends or other distributions declared or accrued, or but unpaid, with respect to register under the Securities Act, any capital stock of, or membership interests or other ownership interests in, any Subsidiary of Parentstock. (dc) As Neither the Company nor Target is a party to any agreement, understanding or arrangement, direct or indirect, relating to any class or series of the ClosingCompany's or Target's capital stock, the shares of Parent Common Stock issuable in connection with the Merger pursuant to this Agreement shall be duly authorized andincluding, upon issuancewithout limitation, sale and delivery as contemplated by this Agreementany voting agreement, such shares of Parent Common Stock will be validly issuedrestriction on resale, fully paid and non-assessable securities of Parentshareholder agreement or registration rights agreement.

Capitalization and Related Matters. (ai) As of immediately before the date hereofClosing, the authorized capital stock of Parent consists of 50,000,000 the Company shall consist of: (x) 2,000,000 shares of Parent Common Stock and 10,000,000 shares of Parent Preferred Stock. As , $.01 per share par value, of the date hereof: (i) 5,646,470 which zero shares of Parent Common Stock are issued and outstanding and no shares of Parent Preferred Stock are issued and outstanding; , and (iiy) 132,000 25,000,000 shares of Parent Common Stock Stock, $.01 per share par value, of which 6,348,603 shares are reserved for issuance issued and issuable upon outstanding. As of immediately before the Closing, neither the Company nor any Subsidiary shall have outstanding any capital stock, options, convertible securities, securities or otherwise deliverable under rights containing any profit participation features, or any stock appreciation right or phantom stock plan, except as set forth on Section 5B of the Parent’s 2005 Stock Incentive Plan Disclosure Schedule attached hereto (the “Parent Stock Plan”) or otherwise in connection with the exercise of outstanding options to purchase Parent Common Stock (“Parent Options”"Disclosure Schedule"). Section 5B of the Disclosure Schedule 4.6(a)(ii) accurately sets forth the names of following information with respect to all holdersoutstanding options and rights to acquire the Company's and the Subsidiaries' capital stock: the holder, the number of shares of Parent Common Stock covered thereofcovered, the vesting schedule exercise price and the exercise prices for expiration date. As of immediately before the Parent Options and Closing, neither the outstanding shares of restricted Parent Common Stock; and (iii) 334,669 shares of Parent Common Stock are reserved for issuance and issuable upon exercise of warrants to purchase Parent Common Stock (“Parent Warrants”). Schedule 4.6(a)(iii) sets forth the names of all holders of Parent Warrants, the number of shares of Parent Common Stock purchasable thereunder and the exercise price(s) therefor. (b) The outstanding shares of Parent Common Stock (i) have been duly authorized and validly issued and are fully paid and nonassessable and (ii) were issued in compliance with all applicable federal and state securities laws. All grants of Parent Options were validly issued and properly approved by Parent’s Board of Directors in accordance with all applicable law and no such grants involved Company nor any “backdating” or similar practices with respect to the effective date of grant. Except as set forth above in Section 4.6(a) or Schedule 4.6(b), no shares of capital stock of Parent are outstanding and Parent does not have outstanding any securities convertible into or exchangeable or exercisable for any shares of capital stock, including Parent Options, any rights to subscribe for or to purchase or any options for the purchase of, or any agreements providing for the issuance (contingent or otherwise) of, or any calls, commitments or known claims of any other character relating to the issuance of, any capital stock, or any stock or securities convertible into or exchangeable or exercisable for any capital stock; and Parent is not Subsidiary shall be subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire, or to register under the Securities Act, retire any shares of its capital stock or any warrants, options or other rights to acquire its capital stock. Except , except as set forth above in on Section 4.6(a)5B of the Disclosure Schedule. As of the Closing, Parent does not have outstanding any bonds, debentures, notes or other obligations the holders of which have the right to vote (or which are convertible into or exercisable for securities having the right to vote) with the stockholders of Parent on any matter. (c) All all of the outstanding shares of the Company's capital stock of, or membership interests or other ownership interests in, each Subsidiary of Parent (including Merger Sub), as applicable, are validly issued, fully paid and nonassessable and are owned of record and beneficially by Parent, directly or indirectly. Parent has, as of the date hereof and shall have on the Closing Date, valid and marketable title to all of the shares of capital stock of, or membership interests or other ownership interests in, each Subsidiary of Parent, free and clear of any Liens other than Permitted Liens. Such outstanding shares of capital stock of, or membership interests or other ownership interests in, the Subsidiaries of Parent, as applicable, are the sole outstanding securities of such Subsidiaries; the Subsidiaries of Parent do not have outstanding any securities convertible into or exchangeable or exercisable for any capital stock of, or membership interests or other ownership interests in, such Subsidiaries, any rights to subscribe for or to purchase or any options for the purchase of, or any agreements providing for the issuance (contingent or otherwise) of, or any calls, commitments or claims of any other character relating to the issuance of, any capital stock of, or membership interests or other ownership interests in, such Subsidiaries, or any stock or securities convertible into or exchangeable or exercisable for any capital stock of, or membership interests or other ownership interests in, such Subsidiaries; and neither Parent nor any of its Subsidiaries is subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire, or to register under the Securities Act, any capital stock of, or membership interests or other ownership interests in, any Subsidiary of Parent. (d) As of the Closing, the shares of Parent Common Stock issuable in connection with the Merger pursuant to this Agreement shall be duly authorized and, upon issuance, sale and delivery as contemplated by this Agreement, such shares of Parent Common Stock will be validly issued, fully paid and non-assessable nonassessable. (ii) There are no statutory or, to the Company's Knowledge, contractual stockholders' preemptive rights or rights of refusal with respect to the issuance of the Shares. Assuming Purchaser's representations and warranties set forth in Section 6 are true and correct as of the date hereof, the Company has not violated any applicable federal or state securities laws in connection with the offer, sale or issuance of Parent.any of its capital stock, and the offer, sale and issuance of the Shares do not require registration under the Securities Act or any applicable state securities laws. To the Company's Knowledge, other than the Stockholders

Capitalization and Related Matters. (a) As of the date hereof, the The authorized capital stock of Parent (“Parent Capital Stock”) consists of 50,000,000 300,000,000 shares of the Parent Common Stock and 10,000,000 50,000,000 shares of Parent Preferred Stockpreferred stock. As of the date hereof: (i) 5,646,470 shares of Parent Common Stock are issued and outstanding and no shares of Parent Preferred Stock are issued and outstanding; (ii) 132,000 shares of Parent Common Stock are reserved for issuance and issuable upon or otherwise deliverable under the Parent’s 2005 Stock Incentive Plan (the “Parent Stock Plan”) or otherwise in connection with the exercise of outstanding options to purchase Parent Common Stock (“Parent Options”). Schedule 4.6(a)(ii) sets forth the names of all holdersOctober 15, the number of shares of Parent Common Stock covered thereof2009, the vesting schedule and the exercise prices for the Parent Options and the outstanding shares of restricted Parent Common Stock; and (iii) 334,669 shares of Parent Common Stock are reserved for issuance and issuable upon exercise of warrants to purchase Parent Common Stock (“Parent Warrants”). Schedule 4.6(a)(iii) sets forth the names of all holders of Parent Warrants, the number of shares of Parent Common Stock purchasable thereunder and the exercise price(s) therefor. (b) The outstanding 223,557,497 shares of Parent Common Stock (inet of treasury shares) were issued and outstanding. All shares of Parent Capital Stock have been duly authorized authorized, and all issued and outstanding shares of Parent Capital Stock have been validly issued and are fully paid and nonassessable and (ii) were issued in compliance with all applicable federal and state securities laws. All grants of Parent Options were validly issued and properly approved by Parent’s Board of Directors in accordance with all applicable law and no such grants involved any “backdating” or similar practices with respect to the effective date of grant. Except as set forth above in Section 4.6(a) or Schedule 4.6(b), no shares of capital stock of Parent are outstanding and Parent does not have outstanding any securities convertible into or exchangeable or exercisable for any shares of capital stock, including Parent Options, any rights to subscribe for or to purchase or any options for the purchase of, or any agreements providing for the issuance (contingent or otherwise) of, or any calls, commitments or known claims of any other character relating to the issuance of, any capital stock, or any stock or securities convertible into or exchangeable or exercisable for any capital stock; and Parent is not subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire, or to register under the Securities Act, any shares of capital stock. Except as set forth above in Section 4.6(a), Parent does not have outstanding any bonds, debentures, notes or other obligations the holders of which have the right to vote (or which are convertible into or exercisable for securities having the right to vote) with the stockholders of Parent on any matternon-assessable. (cb) All The entire authorized equity interests of the outstanding shares Acquisition Subsidiary consists solely of capital stock of1,000 membership units, of which 1,000 membership units are issued and outstanding. Parent or membership interests or other ownership interests in, each Subsidiary a wholly-owned subsidiary of Parent (including Merger Sub), as applicable, are validly issued, fully paid owns all issued and nonassessable and are owned outstanding equity interests of record and beneficially by Parent, directly or indirectly. Parent has, as of the date hereof and shall have on the Closing Date, valid and marketable title to all of the shares of capital stock of, or membership interests or other ownership interests in, each Subsidiary of ParentAcquisition Subsidiary, free and clear of any Liens other than Permitted and all Liens. Such outstanding shares of capital stock of, or membership interests or other ownership interests in, the Subsidiaries of Parent, as applicable, are the sole outstanding securities of such Subsidiaries; the Subsidiaries of Parent do not have outstanding any securities convertible into or exchangeable or exercisable for any capital stock of, or membership interests or other ownership interests in, such Subsidiaries, any rights to subscribe for or to purchase or any options for the purchase of, or any agreements providing for the issuance (contingent or otherwise) of, or any calls, commitments or claims of any other character relating to the issuance of, any capital stock of, or membership interests or other ownership interests in, such Subsidiaries, or any stock or securities convertible into or exchangeable or exercisable for any capital stock of, or membership interests or other ownership interests in, such Subsidiaries; and neither Parent nor any of its Subsidiaries is subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire, or to register under the Securities Act, any capital stock of, or membership interests or other ownership interests in, any Subsidiary of Parent. (dc) As of the Closing, the The shares of Parent Common Stock issuable to be issued in connection accordance with the Merger pursuant to this Agreement shall will, upon such issuance, be duly authorized andauthorized, upon issuance, sale and delivery as contemplated by this Agreement, such shares of Parent Common Stock will be validly issued, fully paid and non-assessable assessable, free of any Liens (other than Liens created by this Agreement or any of the other Transaction Documents and obligations of the holder thereof to comply with applicable Laws in connection with the transfer or sale thereof) and not subject to any preemptive rights or rights of first refusal created by statute, the organizational documents of Parent or Acquisition Subsidiary or any Contract to which Parent or Acquisition Subsidiary is a party or is bound under applicable Law. Subject to the accuracy of the representations and warranties of the Unitholders in each AIQ Form provided to the Company, the shares of Parent to be issued pursuant to this Agreement, including the exhibits and attachments thereto, will be issued without violation of the Securities Act or applicable state securities of ParentLaw.