Common use of Capitalization and Share Ownership Clause in Contracts

Capitalization and Share Ownership. The authorized capital stock of MailKey consists solely of 4,700,000 Ordinary Shares, 150,000 Preferred A Shares and 150,000 Preferred B Shares. The MailKey Preferred A Shares, MailKey Preferred B Shares and MailKey Ordinary Shares have the rights and preferences set forth in the Articles of Association. There are currently 87,365.85 MailKey Ordinary Shares outstanding, 94,387 MailKey Preferred A Shares outstanding, and 68,247.15 MailKey Preferred B Shares outstanding, all of which are owned by the shareholders identified on SCHEDULE 1.3(B). The outstanding shares of capital stock of MailKey have been duly authorized and validly issued and are fully paid and nonassessable and free of preemptive rights. Except as set forth in this Section 4.1(d) or on SCHEDULE 1.3(B), there are outstanding (A) no shares of capital stock or other voting securities of MailKey, (B) no securities of MailKey convertible into or exchangeable for shares of capital stock or voting securities of MailKey and (C) no options, warrants or other rights to acquire from MailKey, the MailKey Shareholders, or any other Person, and no obligation of MailKey to issue, any capital stock, voting securities or securities convertible into or exchangeable for capital stock or voting securities of MailKey, and there are no agreements or commitments to do any of the foregoing. There are no voting trusts or voting agreements applicable to any shares of capital stock of MailKey. The MailKey Capital Stock to be surrendered in the Merger will be owned of record and beneficially by the shareholders identified on SCHEDULE 1.3(B), free and clear of any Encumbrances or Rights. There are no agreements (other than this Agreement) to sell, pledge, assign or otherwise transfer such securities. All of the issued and outstanding shares of capital stock of the Subsidiaries are owned by MailKey, and there are no agreements (other than this Agreement) to sell, pledge assign or otherwise transfer such securities.

Capitalization and Share Ownership. The authorized capital stock of MailKey eNexi consists solely of 4,700,000 Ordinary SharesOne Million Two Hundred Thousand (1,200,000) shares of common stock, 150,000 Preferred A Shares and 150,000 Preferred B Shares. The MailKey Preferred A Shares, MailKey Preferred B Shares and MailKey Ordinary Shares have the rights and preferences set forth in the Articles of Association$..01 par value per share. There are currently 87,365.85 MailKey Ordinary Shares outstanding, 94,387 MailKey Preferred A Shares outstanding, and 68,247.15 MailKey Preferred B Shares 1,048,868 shares of eNexi Common Stock outstanding, all of which are owned by the shareholders identified eNexi Stockholders in the amounts set forth on SCHEDULE 1.3(B)Schedule 4.1(d) hereof. The outstanding shares of capital stock of MailKey eNexi have been duly authorized and validly issued and are fully paid and nonassessable and free of preemptive rights. There are currently Warrants outstanding which upon exercise permit the issuance of 174,811 shares of eNexi Common Stock at an exercise price per share of $14.301 (the "eNexi Warrants"). Except as set forth in this Section 4.1(d) or and on SCHEDULE 1.3(BSchedule 4.1(d), there are outstanding (A) no shares of capital stock or other voting securities of MailKeyeNexi, (B) no securities of MailKey eNexi convertible into or exchangeable for shares of capital stock or voting securities of MailKey eNexi and (C) no options, warrants or other rights to acquire from MailKeyeNexi, the MailKey Shareholders, eNexi Stockholders or any other Personperson, and no obligation of MailKey eNexi to issue, any capital stock, voting securities or securities convertible into or exchangeable for capital stock or voting securities of MailKeyeNexi, and there are no agreements or commitments to do any of the foregoing. There are no voting trusts or voting agreements applicable to any shares of capital stock of MailKeyeNexi. The MailKey Capital eNexi Common Stock to be surrendered in the Merger will be owned of record and beneficially by the shareholders identified on SCHEDULE 1.3(B)eNexi Stockholders, free and clear of all liens and encumbrances of any Encumbrances kind and nature, and have not been sold, pledged, assigned or Rightsotherwise transferred. There are no agreements (other than this Agreement) to sell, pledge, assign or otherwise transfer such securities. All Except as set forth on Schedule 4.1(d), all of the issued and outstanding shares of capital stock of the Subsidiaries are owned by MailKey, and there are no agreements (other than this Agreement) to sell, pledge assign or otherwise transfer such securitieseNexi.

Capitalization and Share Ownership. (i) The authorized capital stock of MailKey Boxing consists solely of 4,700,000 Ordinary Shares, 150,000 Preferred A Shares and 150,000 Preferred B Shares. The MailKey Preferred A Shares, MailKey Preferred B Shares and MailKey Ordinary Shares have the rights and preferences set forth in the Articles 1,000 shares of AssociationBoxing Common Stock. There are currently 87,365.85 MailKey Ordinary Shares outstanding, 94,387 MailKey Preferred A Shares outstanding, and 68,247.15 MailKey Preferred B Shares 429.5 shares of Boxing Common Stock outstanding, all of which are owned by the shareholders identified on SCHEDULE 1.3(B)Stockholders. The outstanding shares of capital stock of MailKey Boxing have been duly authorized and validly issued and are fully paid and nonassessable and free of preemptive rights. Except as set forth in this Section 4.1(d4.1(d)(i), Schedule 4.1(d)(i) or on SCHEDULE 1.3(B)and actions that will be taken in connection with the consummation of the Big Content Merger Agreement, there are outstanding (A) no shares of capital stock or other voting securities of MailKeyBoxing, (B) no securities of MailKey Boxing convertible into or exchangeable for shares of capital stock or voting securities of MailKey Boxing and (C) no options, warrants or other rights to acquire from MailKey, the MailKey Shareholders, Boxing or any other Personperson, and no obligation of MailKey Boxing to issue, any capital stock, voting securities or securities convertible into or exchangeable for capital stock or voting securities of MailKeyBoxing, and there are no agreements or commitments to do any of the foregoing. There are no voting trusts or voting agreements applicable to any shares of capital stock of MailKeyBoxing. The MailKey Capital Boxing Common Stock to be surrendered in the Merger will be owned of record and beneficially by the shareholders identified on SCHEDULE 1.3(B)Stockholders and the LM Holders, free and clear of all liens and encumbrances of any Encumbrances kind and nature, and have not been sold, pledged, assigned or Rightsotherwise transferred. There are no agreements Except for a warrant (the "Wilshire Warrant") issued by Kushner to Wilshire Advisers LLC pursuant to which Kushner has agreed xx xxxl 7.5 shares of Boxing Common Stock, there axx xx xgreements (other than as set forth in this Agreement) to sell, pledge, assign or otherwise transfer such securities. All Boxing will not have any liability with respect to the Wilshire Warrant. (ii) The authorized capital stock of the issued CKP consists solely of 200 shares of common stock, no par value per share ("CKP Common Stock"). There are currently 151 shares of CKP Common Stock outstanding, all of which are owned by Boxing free and clear of all liens and encumbrances of any kind and nature. Such shares of CKP Common Stock have not been sold, pledged, assigned or otherwise transferred, and there are no agreements to sell, pledge, assign or otherwise transfer such securities. The outstanding shares of capital stock of the Subsidiaries CKP have been duly authorized and validly issued and are owned by MailKeyfully paid and nonassessable and free of preemptive rights. Except as set forth in this Section 4.1(d)(ii), there are outstanding (A) no shares of capital stock or other voting securities of CKP, (B) no securities of CKP convertible into or exchangeable for shares of capital stock or voting securities of CKP and (C) no options, warrants or other rights to acquire from CKP, Boxing or any other person, and no obligation of CKP to issue, any capital stock, voting securities or securities convertible into or exchangeable for capital stock or voting securities of CKP, and there are no agreements (other than this Agreement) or commitments to sell, pledge assign do any of the foregoing. There are no voting trusts or otherwise transfer such securitiesvoting agreements applicable to any shares of capital stock of CKP.