Common use of Capitalization and Voting Rights Clause in Contracts

Capitalization and Voting Rights. (a) As of the Closing Date, the authorized capital stock of the Issuer and the issued and outstanding shares of capital stock of the Issuer will each be as set forth on Schedule 3.04(a)(i). All of the issued and outstanding shares of capital stock of the Issuer will be validly issued, fully paid and nonassessable, and the holders thereof will not be entitled to any preemptive or other similar rights. As of the Closing Date, 4,012,000 shares of Common Stock have been reserved for issuance in connection with the conversion of the Series A Preferred and 3,000,000 shares of Common Stock are issuable under the terms of the Issuer's stock incentive plan (the "1996 Flexible Incentive Plan"). Copies of the 1996 Flexible Incentive Plan, which has been adopted by the Board of Directors of the Issuer prior to the date hereof and, as in effect on the date hereof, has been delivered to the Purchaser prior to the date hereof. Except as set forth on Schedule 3.04(a)(ii), the Certificate of Amendment and the rights provided for in the Securityholders Agreement, the 1996 Flexible Incentive Plan is the only plan or arrangement in existence relating to the issuance of capital stock of the Issuer. All shares of Common Stock to be issued upon conversion of the Series A Preferred and upon the exercise of options granted pursuant to the terms of any stock incentive plans adopted by the Issuer will be duly authorized and validly issued, fully paid and nonassessable. Except as set forth in this Section 3.04(a) or on Schedule 3.04(a)(iii), upon the consummation of the Closing, there will be outstanding no securities of the Issuer and no securities convertible into or exchangeable for, or options or other rights to acquire from the Issuer, or other obligations of the Issuer to issue, directly or indirectly any shares of capital stock of the Issuer. (b) Except as set forth in Schedule 3.04(b), the Issuer is not a party or subject to any agreement or understanding that affects or relates to the voting or giving of written consents with respect to any security or the voting by any director of the Issuer. (c) The outstanding shares of Common Stock have been issued, and all outstanding options, for the purchase or acquisition from the Issuer of any shares of its capital stock have been granted, in accordance with the registration or qualification provisions of the Securities Act and any relevant state securities laws or pursuant to valid exemptions therefrom.

Capitalization and Voting Rights. (a) As of the Closing DateThe authorized, the authorized issued and outstanding capital stock of the Issuer Company is as set forth in Schedule 3.2 hereto and the all issued and outstanding shares of capital stock of the Issuer will each be Company are validly issued, fully paid and nonassessable. Except as set forth on in Schedule 3.04(a)(i)3.2 hereto, (i) there are no outstanding securities of the Company or any of its Subsidiaries which contain any preemptive, redemption or similar provisions, nor is any holder of securities of the Company or any Subsidiary entitled to preemptive or similar rights arising out of any agreement or understanding with the Company or any Subsidiary by virtue of any of the Transaction Documents, and there are no contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to redeem a security of the Company or any of its Subsidiaries; (ii) neither the Company nor any Subsidiary has any stock appreciation rights or "phantom stock" plans or agreements or any similar plan or agreement; and (iii) except as set forth in Schedule 3.2 there are no outstanding options, warrants, agreements, convertible securities, preemptive rights or other rights to subscribe for or to purchase or acquire, any shares of capital stock of the Company or any Subsidiary or contracts, commitments, understandings, or arrangements by which the Company or any Subsidiary is or may become bound to issue any shares of capital stock of the Company or any Subsidiary, or securities or rights convertible or exchangeable into shares of capital stock of the Company or any Subsidiary. Except as set forth in Schedule 3.2 and as otherwise required by law, there are no restrictions upon the voting or transfer of any of the shares of capital stock of the Company pursuant to the Company’s Charter Documents (as defined below) or other governing documents or any agreement or other instruments to which the Company is a party or by which the Company is bound. All of the issued and outstanding shares of capital stock of the Issuer will be Company are validly issued, fully paid and nonassessable, nonassessable and the holders thereof will not be entitled to any preemptive or other similar rights. As of the Closing Date, 4,012,000 shares of Common Stock have been reserved for issuance in connection with the conversion of the Series A Preferred and 3,000,000 shares of Common Stock are issuable under the terms of the Issuer's stock incentive plan (the "1996 Flexible Incentive Plan"). Copies of the 1996 Flexible Incentive Plan, which has been adopted by the Board of Directors of the Issuer prior to the date hereof and, as in effect on the date hereof, has been delivered to the Purchaser prior to the date hereof. Except as set forth on Schedule 3.04(a)(ii), the Certificate of Amendment and the rights provided for in the Securityholders Agreement, the 1996 Flexible Incentive Plan is the only plan or arrangement in existence relating to the issuance of capital stock of the Issuer. All shares of Common Stock to be issued upon conversion of the Series A Preferred and upon the exercise of options granted pursuant to the terms of any stock incentive plans adopted by the Issuer will be duly authorized and validly issued, fully paid and nonassessable. Except as set forth in this Section 3.04(a) or on Schedule 3.04(a)(iii), upon the consummation of the Closing, there will be outstanding no securities of the Issuer and no securities convertible into or exchangeable for, or options or other rights to acquire from the Issuer, or other obligations of the Issuer to issue, directly or indirectly any shares of capital stock of the Issuer. Subsidiaries are owned by the Company, free and clear of any mortgages, pledges, liens, claims, charges, encumbrances or other restrictions (bcollectively, “Encumbrances”). All of such outstanding capital stock has been issued in compliance with applicable federal and state securities laws. The issuance and sale of the Securities and, upon issuance, the Shares, as contemplated hereby will not obligate the Company to issue shares of Common Stock or other securities to any other person (other than the Subscriber) Except and except as set forth in Schedule 3.04(b), 3.2 will not result in the Issuer is not a party or subject to any agreement or understanding that affects or relates to the voting or giving of written consents with respect to any security or the voting by any director adjustment of the Issuer. (c) The outstanding shares of Common Stock have been issuedexercise, and all outstanding optionsconversion, for the purchase exchange or acquisition from the Issuer reset price of any shares outstanding security. The Company does not have outstanding stockholder purchase rights or “poison pill” or any similar arrangement in effect giving any person the right to purchase any equity interest in the Company upon the occurrence of its capital stock have been granted, in accordance with the registration or qualification provisions of the Securities Act and any relevant state securities laws or pursuant to valid exemptions therefromcertain events.

Capitalization and Voting Rights. (a) As of the Closing DateThe authorized, the authorized issued and outstanding capital stock of the Issuer Company is as set forth in Schedule 2.2 hereto and the all issued and outstanding shares of capital stock of the Issuer will each be Company are validly issued, fully paid and nonassessable. Except as set forth on in Schedule 3.04(a)(i)2.2 hereto, (i) there are no outstanding securities of the Company or any of its Subsidiaries which contain any preemptive, redemption or similar provisions, nor is any holder of securities of the Company or any Subsidiary entitled to preemptive or similar rights arising out of any agreement or understanding with the Company or any Subsidiary by virtue of any of the Transaction Documents, and there are no contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to redeem a security of the Company or any of its Subsidiaries; (ii) neither the Company nor any Subsidiary has any stock appreciation rights or "phantom stock" plans or agreements or any similar plan or agreement; and (iii) except as set forth in Schedule 2.2 there are no outstanding options, warrants, agreements, convertible securities, preemptive rights or other rights to subscribe for or to purchase or acquire, any shares of capital stock of the Company or any Subsidiary or contracts, commitments, understandings, or arrangements by which the Company or any Subsidiary is or may become bound to issue any shares of capital stock of the Company or any Subsidiary, or securities or rights convertible or exchangeable into shares of capital stock of the Company or any Subsidiary. Except as set forth in Schedule 2.2 and as otherwise required by law, there are no restrictions upon the voting or transfer of any of the shares of capital stock of the Company pursuant to the Company’s Charter Documents (as defined below) or other governing documents or any agreement or other instruments to which the Company is a party or by which the Company is bound. All of the issued and outstanding shares of capital stock of the Issuer will be Company are validly issued, fully paid and nonassessable, nonassessable and the holders thereof will not be entitled to any preemptive or other similar rights. As of the Closing Date, 4,012,000 shares of Common Stock have been reserved for issuance in connection with the conversion of the Series A Preferred and 3,000,000 shares of Common Stock are issuable under the terms of the Issuer's stock incentive plan (the "1996 Flexible Incentive Plan"). Copies of the 1996 Flexible Incentive Plan, which has been adopted by the Board of Directors of the Issuer prior to the date hereof and, as in effect on the date hereof, has been delivered to the Purchaser prior to the date hereof. Except as set forth on Schedule 3.04(a)(ii), the Certificate of Amendment and the rights provided for in the Securityholders Agreement, the 1996 Flexible Incentive Plan is the only plan or arrangement in existence relating to the issuance of capital stock of the Issuer. All shares of Common Stock to be issued upon conversion of the Series A Preferred and upon the exercise of options granted pursuant to the terms of any stock incentive plans adopted by the Issuer will be duly authorized and validly issued, fully paid and nonassessable. Except as set forth in this Section 3.04(a) or on Schedule 3.04(a)(iii), upon the consummation of the Closing, there will be outstanding no securities of the Issuer and no securities convertible into or exchangeable for, or options or other rights to acquire from the Issuer, or other obligations of the Issuer to issue, directly or indirectly any shares of capital stock of the Issuer. Subsidiaries are owned by the Company, free and clear of any mortgages, pledges, liens, claims, charges, encumbrances or other restrictions (bcollectively, “Encumbrances”). All of such outstanding capital stock has been issued in compliance with applicable federal and state securities laws. The issuance and sale of the Securities and, upon issuance, the Warrant Shares, as contemplated hereby will not obligate the Company to issue shares of Common Stock or other securities to any other person (other than the Subscriber) Except and, except as set forth in Schedule 3.04(b)2.2, will not result in the Issuer is not a party or subject to any agreement or understanding that affects or relates to the voting or giving of written consents with respect to any security or the voting by any director adjustment of the Issuer. (c) The outstanding shares of Common Stock have been issuedexercise, and all outstanding optionsconversion, for the purchase exchange or acquisition from the Issuer reset price of any shares outstanding security. The Company does not have outstanding stockholder purchase rights or “poison pill” or any similar arrangement in effect giving any person the right to purchase any equity interest in the Company upon the occurrence of its capital stock have been granted, in accordance with the registration or qualification provisions of the Securities Act and any relevant state securities laws or pursuant to valid exemptions therefromcertain events.

Capitalization and Voting Rights. (a) As of Immediately prior to the Closing DateClosing, the authorized capital stock of the Issuer Company consists of: (a) Preferred Stock consisting of 3,350,000 shares of Preferred Stock, par value $0.001 per share, 2,600,000 of which have been designated Series A Preferred, none of which are outstanding prior to the Closing and all of which have been reserved for issuance pursuant to this Agreement and 750,000 of which have been designated Series B Preferred, none of which are outstanding prior to the Closing and all of which have been reserved for issuance pursuant to this Agreement. The Shares, the Additional Shares the Warrant, the Warrant Shares and the Conversion Shares, when issued and outstanding shares in compliance with the provisions of capital stock of the Issuer will each be as set forth on Schedule 3.04(a)(i). All of the issued and outstanding shares of capital stock of the Issuer this Agreement, will be duly authorized, validly issued, fully paid and nonassessablenonassessable and will be free of any liens or encumbrances or other restrictions on transfer caused or created by the Company, except for restrictions on transfer under the Transaction Documents and under applicable state and federal securities laws, and will have the holders thereof will not be entitled to any preemptive or other similar rights, preferences and privileges described in the Certificate of Incorporation. As of the Closing Date, 4,012,000 shares of Common Stock The Conversion Shares have been duly and validly reserved for and, upon issuance in connection accordance with the conversion of the Series A Preferred and 3,000,000 shares of Common Stock are issuable under the terms of the Issuer's stock incentive plan (the "1996 Flexible Incentive Plan"). Copies of the 1996 Flexible Incentive Plan, which has been adopted by the Board of Directors of the Issuer prior to the date hereof and, as in effect on the date hereof, has been delivered to the Purchaser prior to the date hereof. Except as set forth on Schedule 3.04(a)(ii), the Certificate of Amendment and the rights provided for in the Securityholders AgreementIncorporation, the 1996 Flexible Incentive Plan is the only plan or arrangement in existence relating to the issuance of capital stock of the Issuer. All shares of Common Stock to be issued upon conversion of the Series A Preferred and upon the exercise of options granted pursuant to the terms of any stock incentive plans adopted by the Issuer will be duly authorized and validly issued, fully paid and nonassessable. Except as nonassessable and free of restrictions on transfer caused or created by the Company other than restrictions on transfer set forth in this Section 3.04(a) or on Schedule 3.04(a)(iii), upon under the consummation of the Closing, there will be outstanding no Transaction Documents and under applicable state and federal securities of the Issuer and no securities convertible into or exchangeable for, or options or other rights to acquire from the Issuer, or other obligations of the Issuer to issue, directly or indirectly any shares of capital stock of the Issuerlaws. (b) Except as set forth in Schedule 3.04(b), the Issuer is not a party or subject to any agreement or understanding that affects or relates to the voting or giving Common Stock consisting of written consents with respect to any security or the voting by any director of the Issuer. (c) The outstanding 10,000,000 shares of Common Stock Stock, of which 1,222,979 shares are issued and outstanding upon the Closing. All outstanding securities of the Company have been duly and validly authorized and issued, are fully paid and all outstanding options, for the purchase or acquisition from the Issuer of any shares of its capital stock have been granted, nonassessable and were issued in accordance with the registration or qualification provisions of the Securities Act of 1933, as amended (the “Securities Act”), and any relevant state securities laws laws, or pursuant to valid exemptions therefrom. The Company has reserved 367,311 shares of Common Stock for issuance to advisors, employees, directors and consultants of the Company under compensatory arrangements that have been approved by the Board of Directors of the Company (the “Option Agreements”). There are options for an aggregate of 347,857 shares of Common Stock outstanding, and immediately following the Closing options for 19,454 shares of Common Stock remain available for future grant. (c) Except for currently outstanding options to purchase 347,857 shares of Common Stock pursuant to the Option Agreements, except for currently outstanding warrants to purchase 77,000 shares of Common Stock, except for rights to purchase capital stock of the Company as provided herein and in the Warrant, and except as set forth in that certain Preferred Stock Investor Rights Agreement substantially in the form attached hereto as Exhibit D (the “Rights Agreement”) and Schedule 2.2(c), there are no outstanding options, warrants, rights (including conversion, preemptive rights, rights of first refusal or other similar rights) or proxy or stockholder agreements of any kind for the purchase or acquisition from the Company of any shares of its capital stock or other securities convertible into shares of equity securities of the Company. Except for the Rights Agreement, the Company is not a party or subject to any agreement or understanding, and no stockholder or option holder of the Company is a party to any agreement or understanding with respect to the voting or transfer of any security of the Company, the voting of a director or any other aspect of the Company’s affairs. (d) Except as set forth on Schedule 2.2(d), no stock plan or stock purchase, stock option or other agreement or understanding between the Company and any holder of any securities or rights exercisable or convertible for securities provides for, and no person is otherwise entitled to, (i) acceleration of vesting (or lapse of repurchase rights) or other changes in the vesting (or lapse of repurchase rights) provisions as the result of the occurrence of a change in control (including by way of merger, reorganization, sale of assets or other similar transaction) of the Company or a termination of services to the Company, or both or (ii) vesting (or lapse of repurchase rights) at a rate greater than 25% at the end of the first year following such issuance or grant or the commencement of services to the Company, and the remaining 75% in equal monthly installments over the next three (3) years. (e) Immediately following the Closing, the capital stock of the Company (including options and other rights to acquire capital stock of the Company) shall be as set forth on Schedule 2.2(e).

Capitalization and Voting Rights. (a) As of the Closing DateThe authorized, the authorized issued and outstanding capital stock of the Issuer Company is as set forth in Schedule 2.2 hereto and the all issued and outstanding shares of capital stock of the Issuer will each be Company are validly issued, fully paid and nonassessable. Except as set forth on in Schedule 3.04(a)(i)2.2 hereto, (i) there are no outstanding securities of the Company or any of its Subsidiaries which contain any preemptive, redemption or similar provisions, nor is any holder of securities of the Company or any Subsidiary entitled to preemptive or similar rights arising out of any agreement or understanding with the Company or any Subsidiary by virtue of any of the Transaction Documents, and there are no contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to redeem a security of the Company or any of its Subsidiaries; (ii) neither the Company nor any Subsidiary has any stock appreciation rights or "phantom stock" plans or agreements or any similar plan or agreement; and (iii) except as set forth in Schedule 2.2 there are no outstanding options, warrants, agreements, convertible securities, preemptive rights or other rights to subscribe for or to purchase or acquire, any shares of capital stock of the Company or any Subsidiary or contracts, commitments, understandings, or arrangements by which the Company or any Subsidiary is or may become bound to issue any shares of capital stock of the Company or any Subsidiary, or securities or rights convertible or exchangeable into shares of capital stock of the Company or any Subsidiary. Except as set forth in Schedule 2.2 and as otherwise required by law, there are no restrictions upon the voting or transfer of any of the shares of capital stock of the Company pursuant to the Company’s Charter Documents (as defined below) or other governing documents or any agreement or other instruments to which the Company is a party or by which the Company is bound. All of the issued and outstanding shares of capital stock of the Issuer will be Company are validly issued, fully paid and nonassessable, nonassessable and the holders thereof will not be entitled to any preemptive or other similar rights. As of the Closing Date, 4,012,000 shares of Common Stock have been reserved for issuance in connection with the conversion of the Series A Preferred and 3,000,000 shares of Common Stock are issuable under the terms of the Issuer's stock incentive plan (the "1996 Flexible Incentive Plan"). Copies of the 1996 Flexible Incentive Plan, which has been adopted by the Board of Directors of the Issuer prior to the date hereof and, as in effect on the date hereof, has been delivered to the Purchaser prior to the date hereof. Except as set forth on Schedule 3.04(a)(ii), the Certificate of Amendment and the rights provided for in the Securityholders Agreement, the 1996 Flexible Incentive Plan is the only plan or arrangement in existence relating to the issuance of capital stock of the Issuer. All shares of Common Stock to be issued upon conversion of the Series A Preferred and upon the exercise of options granted pursuant to the terms of any stock incentive plans adopted by the Issuer will be duly authorized and validly issued, fully paid and nonassessable. Except as set forth in this Section 3.04(a) or on Schedule 3.04(a)(iii), upon the consummation of the Closing, there will be outstanding no securities of the Issuer and no securities convertible into or exchangeable for, or options or other rights to acquire from the Issuer, or other obligations of the Issuer to issue, directly or indirectly any shares of capital stock of the Issuer. Subsidiaries are owned by the Company, free and clear of any mortgages, pledges, liens, claims, charges, encumbrances or other restrictions (bcollectively, “Encumbrances”). All of such outstanding capital stock has been issued in compliance with applicable federal and state securities laws. The issuance and sale of the Securities and, upon issuance, the Shares, as contemplated hereby will not obligate the Company to issue shares of Common Stock or other securities to any other person (other than the Subscriber) Except and except as set forth in Schedule 3.04(b), 2.2 will not result in the Issuer is not a party or subject to any agreement or understanding that affects or relates to the voting or giving of written consents with respect to any security or the voting by any director adjustment of the Issuer. (c) The outstanding shares of Common Stock have been issuedexercise, and all outstanding optionsconversion, for the purchase exchange or acquisition from the Issuer reset price of any shares outstanding security. The Company does not have outstanding stockholder purchase rights or “poison pill” or any similar arrangement in effect giving any person the right to purchase any equity interest in the Company upon the occurrence of its capital stock have been granted, in accordance with the registration or qualification provisions of the Securities Act and any relevant state securities laws or pursuant to valid exemptions therefromcertain events.

Capitalization and Voting Rights. (a) As of the Closing DateThe authorized, the authorized issued and outstanding capital stock of the Issuer Company is as set forth in Schedule 2.2 hereto and the all issued and outstanding shares of capital stock of the Issuer will each be Company are validly issued, fully paid and nonassessable. Except as set forth on in Schedule 3.04(a)(i)2.2 hereto, (i) there are no outstanding securities of the Company or any of its Subsidiaries which contain any preemptive, redemption or similar provisions, nor is any holder of securities of the Company or any Subsidiary entitled to preemptive or similar rights arising out of any agreement or understanding with the Company or any Subsidiary by virtue of any of the Transaction Documents, and there are no contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to redeem a security of the Company or any of its Subsidiaries; (ii) neither the Company nor any Subsidiary has any stock appreciation rights or "phantom stock" plans or agreements or any similar plan or agreement; and (iii) except as set forth in Schedule 2.2 there are no outstanding options, warrants, agreements, convertible securities, preemptive rights or other rights to subscribe for or to purchase or acquire, any shares of capital stock of the Company or any Subsidiary or contracts, commitments, understandings, or arrangements by which the Company or any Subsidiary is or may become bound to issue any shares of capital stock of the Company or any Subsidiary, or securities or rights convertible or exchangeable into shares of capital stock of the Company or any Subsidiary. Except as set forth in Schedule 2.2 and as otherwise required by law, there are no restrictions upon the voting or transfer of any of the shares of capital stock of the Company pursuant to the Company’s Charter Documents (as defined below) or other governing documents or any agreement or other instruments to which the Company is a party or by which the Company is bound. All of the issued and outstanding shares of capital stock of the Issuer will be Company are validly issued, fully paid and nonassessable, nonassessable and the holders thereof will not be entitled to any preemptive or other similar rights. As of the Closing Date, 4,012,000 shares of Common Stock have been reserved for issuance in connection with the conversion of the Series A Preferred and 3,000,000 shares of Common Stock are issuable under the terms of the Issuer's stock incentive plan (the "1996 Flexible Incentive Plan"). Copies of the 1996 Flexible Incentive Plan, which has been adopted by the Board of Directors of the Issuer prior to the date hereof and, as in effect on the date hereof, has been delivered to the Purchaser prior to the date hereof. Except as set forth on Schedule 3.04(a)(ii), the Certificate of Amendment and the rights provided for in the Securityholders Agreement, the 1996 Flexible Incentive Plan is the only plan or arrangement in existence relating to the issuance of capital stock of the Issuer. All shares of Common Stock to be issued upon conversion of the Series A Preferred and upon the exercise of options granted pursuant to the terms of any stock incentive plans adopted by the Issuer will be duly authorized and validly issued, fully paid and nonassessable. Except as set forth in this Section 3.04(a) or on Schedule 3.04(a)(iii), upon the consummation of the Closing, there will be outstanding no securities of the Issuer and no securities convertible into or exchangeable for, or options or other rights to acquire from the Issuer, or other obligations of the Issuer to issue, directly or indirectly any shares of capital stock of the Issuer. Subsidiaries are owned by the Company, free and clear of any mortgages, pledges, liens, claims, charges, encumbrances or other restrictions (bcollectively, “Encumbrances”). All of such outstanding capital stock has been issued in compliance with applicable federal and state securities laws. The issuance and sale of the Securities as contemplated hereby will not obligate the Company to issue shares of Common Stock or other securities to any other person (other than the Subscriber) Except and, except as set forth in Schedule 3.04(b)2.2, will not result in the Issuer is not a party or subject to any agreement or understanding that affects or relates to the voting or giving of written consents with respect to any security or the voting by any director adjustment of the Issuer. (c) The outstanding shares of Common Stock have been issuedexercise, and all outstanding optionsconversion, for the purchase exchange or acquisition from the Issuer reset price of any shares outstanding security. The Company does not have outstanding stockholder purchase rights or “poison pill” or any similar arrangement in effect giving any person the right to purchase any equity interest in the Company upon the occurrence of its capital stock have been granted, in accordance with the registration or qualification provisions of the Securities Act and any relevant state securities laws or pursuant to valid exemptions therefromcertain events.

Capitalization and Voting Rights. (a) As of the Closing Date, date of this Agreement and as of immediately prior to the Closing: (i) the authorized share capital stock of the Issuer and the PubCo consists of 50,000 shares of a par value of US$1.00 each, of which one (1) PubCo Ordinary Share is issued and outstanding shares of capital stock (the “PubCo Share” and upon the completion of the Issuer will each be as set forth on Schedule 3.04(a)(i). All PubCo Share Sub-division, the “PubCo Shares”) and held by the Initial PubCo Holder. (ii) the authorized share capital of the Merger Sub 1 consists of 50,000 shares, of which one (1) share is issued and outstanding (the “Merger Sub 1 Share”) and held by PubCo; and (iii) the authorized share capital of Merger Sub 2 consists of 50,000 shares, of which one (1) share is issued and outstanding (the “Merger Sub 2 Share”) and held by PubCo. The PubCo Share, the Merger Sub 1 Share and the Merger Sub 2 Share, and any PubCo Ordinary Shares and shares of capital stock of the Issuer Merger Sub 1 and Merger Sub 2 that will be issued pursuant to the Transactions, (A) have been, or will be prior to such issuance, duly authorized and have been, or will be at the time of issuance, validly issued and are fully paid, (B) were, or will be, issued, fully paid and nonassessablein compliance in all material respects with applicable Law, and the holders thereof (C) were not, and will not be entitled to be, issued in breach or violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or other similar rights. As of the Closing Date, 4,012,000 shares of Common Stock have been reserved for issuance in connection with the conversion of the Series A Preferred and 3,000,000 shares of Common Stock are issuable under the terms of the Issuer's stock incentive plan (the "1996 Flexible Incentive Plan"). Copies of the 1996 Flexible Incentive Plan, which has been adopted by the Board of Directors of the Issuer prior to the date hereof and, as in effect on the date hereof, has been delivered to the Purchaser prior to the date hereof. Except as set forth on Schedule 3.04(a)(ii), the Certificate of Amendment and the rights provided for in the Securityholders Agreement, the 1996 Flexible Incentive Plan is the only plan or arrangement in existence relating to the issuance of capital stock of the Issuer. All shares of Common Stock to be issued upon conversion of the Series A Preferred and upon the exercise of options granted pursuant to the terms of any stock incentive plans adopted by the Issuer will be duly authorized and validly issued, fully paid and nonassessable. Except as set forth in this Section 3.04(a) or on Schedule 3.04(a)(iii), upon the consummation of the Closing, there will be outstanding no securities of the Issuer and no securities convertible into or exchangeable for, or options or other rights to acquire from the Issuer, or other obligations of the Issuer to issue, directly or indirectly any shares of capital stock of the Issuerright. (b) Except (A) as set forth in Schedule 3.04(bSection 5.2(a), including any PubCo Ordinary Shares and shares of Merger Sub 1 and Merger Sub 2 that will be issued pursuant to the Issuer Transactions and (B) the Private Placement Agreements, (i) no Acquisition Entity has authorized, outstanding or issued any Equity Securities; (ii) no Acquisition Entity is not obligated to issue, sell or transfer any Equity Securities; (iii) no Acquisition Entity is a party or subject to any agreement or understanding Contract that affects or relates to the voting or giving of written consents with respect to, or the right to cause the redemption, or repurchase of, any Equity Security of such Acquisition Entity; (iv) no Acquisition Entity has granted any registration rights or information rights to any security other Person; (v) there are no phantom shares and there are no voting or the voting similar agreements entered into by any director Acquisition Entity which relate to the share capital, registered capital or charter capital of such Acquisition Entity; and (vi) no Acquisition Entity has outstanding any bonds, debentures, notes or other obligations the Issuerholders of which have the right to vote (or convertible into or exercisable for securities having the right to vote) with the shareholders of such Acquisition Entity on any matter or any agreements to issue such bonds, debentures, notes or other obligations. (c) The outstanding shares PubCo does not own or control, directly or indirectly, any interest in any corporation, partnership, limited liability company, association or other business entity, other than, as of Common Stock have been issuedthe date of this Agreement, Merger Sub 1 and all outstanding optionsMerger Sub 2 and, for as of the purchase Closing Date, the Surviving Company and SPAC. Neither Merger Sub 1 nor Merger Sub 2 owns or acquisition from the Issuer controls, directly or indirectly, any interest in any corporation, partnership, limited liability company, association or other business entity. (d) No Acquisition Entity is obligated to make any investment in or capital contribution to or on behalf of any shares of its capital stock have been granted, other Person other than in accordance connection with the registration or qualification provisions of the Securities Act and any relevant state securities laws or pursuant to valid exemptions therefromTransactions.

Capitalization and Voting Rights. (a) As of the Closing DateThe authorized, the authorized issued and outstanding capital stock of the Issuer Company is as set forth in Schedule 2.2 hereto and the all issued and outstanding shares of capital stock of the Issuer will each be Company are validly issued, fully paid and nonassessable. Except as set forth on in Schedule 3.04(a)(i)2.2 hereto, (i) there are no outstanding securities of the Company or any of its Subsidiaries which contain any preemptive, redemption or similar provisions, nor is any holder of securities of the Company or any Subsidiary entitled to preemptive or similar rights arising out of any agreement or understanding with the Company or any Subsidiary by virtue of any of the Transaction Documents, and there are no contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to redeem a security of the Company or any of its Subsidiaries; (ii) neither the Company nor any Subsidiary has any stock appreciation rights or "phantom stock" plans or agreements or any similar plan or agreement; and (iii) except as set forth in Schedule 2.2 there are no outstanding options, warrants, agreements, convertible securities, preemptive rights or other rights to subscribe for or to purchase or acquire, any shares of capital stock of the Company or any Subsidiary or contracts, commitments, understandings, or arrangements by which the Company or any Subsidiary is or may become bound to issue any shares of capital stock of the Company or any Subsidiary, or securities or rights convertible or exchangeable into shares of capital stock of the Company or any Subsidiary. Except as set forth in Schedule 2.2 and as otherwise required by law, there are no restrictions upon the voting or transfer of any of the shares of capital stock of the Company pursuant to the Company’s Charter Documents (as defined below) or other governing documents or any agreement or other instruments to which the Company is a party or by which the Company is bound. All of the issued and outstanding shares of capital stock of the Issuer will be Subsidiaries are validly issued, fully paid and nonassessablenonassessable and are owned by the Company, free and clear of any mortgages, pledges, liens, claims, charges, encumbrances or other restrictions (collectively, “Encumbrances”). All of such outstanding capital stock has been issued in compliance in all material respects with applicable federal and state securities laws. The issuance and sale of the holders thereof Securities and, upon issuance, the Shares, as contemplated hereby will not be entitled obligate the Company to any preemptive or other similar rights. As of the Closing Date, 4,012,000 issue shares of Common Stock have been reserved for issuance in connection with the conversion of the Series A Preferred and 3,000,000 shares of Common Stock are issuable under the terms of the Issuer's stock incentive plan (the "1996 Flexible Incentive Plan"). Copies of the 1996 Flexible Incentive Plan, which has been adopted by the Board of Directors of the Issuer prior to the date hereof and, as in effect on the date hereof, has been delivered to the Purchaser prior to the date hereof. Except as set forth on Schedule 3.04(a)(ii), the Certificate of Amendment and the rights provided for in the Securityholders Agreement, the 1996 Flexible Incentive Plan is the only plan or arrangement in existence relating to the issuance of capital stock of the Issuer. All shares of Common Stock to be issued upon conversion of the Series A Preferred and upon the exercise of options granted pursuant to the terms of any stock incentive plans adopted by the Issuer will be duly authorized and validly issued, fully paid and nonassessable. Except as set forth in this Section 3.04(a) or on Schedule 3.04(a)(iii), upon the consummation of the Closing, there will be outstanding no securities of the Issuer and no securities convertible into or exchangeable for, or options or other rights securities to acquire from any other person (other than the Issuer, or other obligations of the Issuer to issue, directly or indirectly any shares of capital stock of the Issuer. (bSubscriber) Except and except as set forth in Schedule 3.04(b), 2.2 will not result in the Issuer is not a party or subject to any agreement or understanding that affects or relates to the voting or giving of written consents with respect to any security or the voting by any director adjustment of the Issuer. (c) The outstanding shares of Common Stock have been issuedexercise, and all outstanding optionsconversion, for the purchase exchange or acquisition from the Issuer reset price of any shares outstanding security. The Company does not have outstanding shareholder purchase rights or “poison pill” or any similar arrangement in effect giving any person the right to purchase any equity interest in the Company upon the occurrence of its capital stock have been granted, in accordance with the registration or qualification provisions of the Securities Act and any relevant state securities laws or pursuant to valid exemptions therefromcertain events.

Capitalization and Voting Rights. (a) As of the Closing Datedate of this Agreement, the authorized issued share capital stock of PubCo consists of one share (the Issuer and the “PubCo Share”) which is issued and outstanding as of the date of this Agreement. The issued share capital of Merger Sub 1 consists of one share (the “Merger Sub 1 Share”) which is issued and outstanding as of the date of this Agreement. The issued share capital of Merger Sub 2 consists of one share (the “Merger Sub 2 Share”) which is issued and outstanding as of the date of this Agreement. The PubCo Ordinary Share, the Merger Sub 1 Share and the Merger Sub 2 Share, and any PubCo Ordinary Shares and shares of capital stock Merger Sub 1 and Merger Sub 2 that will be issued pursuant to the transactions contemplated under this Agreement, (i) have been, or will be prior to such issuance, duly authorized and have been, or will be at the time of the Issuer issuance, validly issued and are fully paid, (ii) were, or will each be as set forth on Schedule 3.04(a)(i)be, issued, in compliance in all material respects with applicable Law, and (iii) were not, and will not be, issued in breach or violation of any preemptive rights or Contract. All of the issued and outstanding shares of capital stock of the Issuer will be validly issued, fully paid and nonassessable, and the holders thereof will not be entitled to any preemptive or other similar rights. As of the Closing Date, 4,012,000 shares of Common Stock have been reserved for issuance in connection with the conversion of the Series A Preferred and 3,000,000 shares of Common Stock are issuable under the terms of the Issuer's stock incentive plan (the "1996 Flexible Incentive Plan"). Copies of the 1996 Flexible Incentive Plan, which has been adopted by the Board of Directors of the Issuer prior to the date hereof and, as in effect on the date hereof, has been delivered to the Purchaser prior to the date hereof. Except as set forth on Schedule 3.04(a)(ii), the Certificate of Amendment and the rights provided for in the Securityholders Agreement, the 1996 Flexible Incentive Plan is the only plan or arrangement in existence relating to the issuance of capital stock of the Issuer. All shares of Common Stock PubCo Ordinary Shares to be issued upon conversion by PubCo hereunder as Initial Merger Consideration, Acquisition Merger Consideration and in respect of the Series A Preferred and upon the exercise of options granted pursuant to the terms of any stock incentive plans adopted CSRs being delivered by the Issuer PubCo hereunder will be duly authorized and validly issued, fully paid and nonassessable. Except as set forth in this Section 3.04(a) non-assessable, and each such share or on Schedule 3.04(a)(iii), upon the consummation of the Closing, there other security will be outstanding no issued free and clear of preemptive rights and all Liens, other than transfer restrictions under applicable securities Laws and the PubCo Organizational Documents. The Initial Merger Consideration, the Acquisition Merger Consideration and CSRs will be issued in compliance with all applicable securities Laws and other applicable Laws and without contravention of any other person’s rights therein or with respect thereto. The PubCo Share is and will continue to be owned by the Issuer Company until the Initial Merger Effective Time, and no securities convertible into or exchangeable for, or options or other rights to acquire from the Issuer, or other obligations of the Issuer to issue, directly or indirectly any shares of capital stock of the IssuerPubCo owns all Equity Securities in Merger Sub 1 and Merger Sub 2. (b) Except as set forth in Schedule 3.04(b)Section 5.2(a) and the transactions contemplated hereby, the Issuer (i) no Acquisition Entity has authorized, outstanding or issued any equity securities; (ii) no Acquisition Entity is not obligated to issue, sell or transfer any equity securities; (iii) no Acquisition Entity is a party or subject to any agreement or understanding Contract that affects or relates to the voting or giving of written consents with respect to, or the right to cause the redemption, or repurchase of, any equity security of such Acquisition Entity; (iv) no Acquisition Entity has granted any registration rights or information rights to any security other Person; (v) there are no phantom shares and there are no voting or the voting similar agreements entered into by any director Acquisition Entity which relate to the share capital, registered capital or charter capital of such Acquisition Entity; and (vi) no Acquisition Entity has outstanding any bonds, debentures, notes or other obligations the Issuerholders of which have the right to vote (or convertible into or exercisable for securities having the right to vote) with the shareholders of such Acquisition Entity on any matter or any agreements to issue such bonds, debentures, notes or other obligations. (c) The outstanding shares of Common Stock have been issuedPubCo does not own or control, and all outstanding optionsdirectly or indirectly, for the purchase any interest in any corporation, partnership, limited liability company, association or acquisition from the Issuer of any shares of its capital stock have been grantedother business entity, in accordance with the registration or qualification provisions other than, (i) as of the Securities Act date of this Agreement, Merger Sub 1 and Merger Sub 2. None of Merger Sub 1 or Merger Sub 2 owns or controls, directly or indirectly, any relevant state securities laws interest in any corporation, partnership, limited liability company, association or pursuant to valid exemptions therefromother business entity.

Capitalization and Voting Rights. (a) As of the Closing Datedate hereof, the authorized capital stock of the Issuer and Company consists of 150,000,000 common shares, par value US$0.0001 per share (the "COMMON SHARES"), of which 93,400,000 Common Shares are issued and outstanding shares of outstanding. Immediately prior to the Tranche 1 Closing, the authorized capital stock of the Issuer Company will each consist of 240,000,000 Common Shares, 93,400,000 of which will be as set forth on Schedule 3.04(a)(i). All of the issued and outstanding shares outstanding, 75,000,000 Series A-1 Shares, none of capital stock of the Issuer which will be validly issued, fully paid issued and nonassessableoutstanding, and the holders thereof 45,000,000 Series A-2 Shares, none of which will not be entitled to any preemptive or other similar rightsissued and outstanding. As of the Closing DateTranche 1 Closing, 4,012,000 shares of the Company shall have reserved 120,000,000 Common Stock have been reserved Shares for issuance in connection with upon the conversion of the Series A Preferred Shares and 3,000,000 shares of Common Stock are issuable under the terms 15,000,000 Series A-1 Shares for issuance upon exercise of the Issuer's stock incentive plan (the "1996 Flexible Incentive Plan"). Copies of the 1996 Flexible Incentive Plan, which has been adopted by the Board of Directors of the Issuer prior to the date hereof and, as in effect on the date hereof, has been delivered to the Purchaser prior to the date hereof. Except as set forth on Schedule 3.04(a)(ii), the Certificate of Amendment and the rights provided for in the Securityholders Agreement, the 1996 Flexible Incentive Plan is the only plan or arrangement in existence relating to the issuance of capital stock of the Issuer. All shares of Common Stock to be issued upon conversion of the Series A Preferred and upon the exercise of options granted pursuant to the terms of any stock incentive plans adopted by the Issuer will be duly authorized and validly issued, fully paid and nonassessable. Except as set forth in this Section 3.04(a) or on Schedule 3.04(a)(iii), upon the consummation of the Closing, there will be outstanding no securities of the Issuer and no securities convertible into or exchangeable for, or options or other rights to acquire from the Issuer, or other obligations of the Issuer to issue, directly or indirectly any shares of capital stock of the IssuerEarnout Warrants. (b) Schedule 5.5(b) of the Disclosure Schedule shows an accurate and true list of all outstanding securities of the Company and their holders to be in effect on and immediately following the Tranche 1 Closing. All such securities will have been duly authorized and validly issued as of the Tranche 1 Closing, will be fully paid, non-assessable and free of preemptive rights (other than those preemptive rights imposed under the Ancillary Documents or the Amended Memorandum and Articles) and other Encumbrances, and will have been issued in compliance with all Applicable Laws, including those regulating the offer, sale or issuance of securities. Except as set forth shown in Schedule 3.04(b), the Issuer is not a party or subject to any agreement or understanding that affects or relates to the voting or giving of written consents with respect to any security or the voting by any director 5.5(b) of the IssuerDisclosure Schedule, immediately following the Tranche 1 Closing there will be no securities of the Company outstanding or issued. (c) The outstanding shares As of Common Stock have been issuedthe date hereof, and all except for this Agreement, there are no outstanding options, warrants, rights (including conversion or preemptive rights and rights of first refusal), proxy or shareholders agreements or agreements of any kind for the purchase or acquisition from the Issuer Company of any shares of its capital stock have been granted, in accordance with the registration or qualification provisions securities. As of the Securities Act Tranche 1 Closing, except for (i) this Agreement, (ii) the Ancillary Documents, and (iii) the rights and privileges of the Series A Shares under the Amended Memorandum and Articles, there will be no outstanding options, warrants, rights (including conversion or preemptive rights and rights of first refusal), proxy or shareholders agreements or agreements of any relevant state securities laws kind for the purchase or pursuant acquisition from the Company of any of its securities. (d) Except as may be provided by the terms of the Series A Shares, the Company is not subject to valid exemptions therefromany obligation (contingent or otherwise) to purchase or otherwise acquire or retire any equity interest held therein by its shareholders or to purchase or otherwise acquire or retire any of its other outstanding securities.

Capitalization and Voting Rights. (a) As of the Closing Date, date of this Agreement and as of immediately prior to the Closing: (i) the authorized share capital stock of the Issuer and the Merger Sub 2 consists of 5,000,000 shares of a par value of US$0.01 each, of which one (1) share is issued and outstanding (the “Merger Sub 2 Share”) and held by SPAC; and (ii) the authorized share capital of Merger Sub 3 consists of 5,000,000 shares of capital stock a par value of the Issuer will each be as set forth on Schedule 3.04(a)(i). All US$0.01 each, of the which one (1) share is issued and outstanding shares of capital stock of the Issuer will be validly issued, fully paid and nonassessable, and the holders thereof will not be entitled to any preemptive or other similar rights. As of the Closing Date, 4,012,000 shares of Common Stock have been reserved for issuance in connection with the conversion of the Series A Preferred and 3,000,000 shares of Common Stock are issuable under the terms of the Issuer's stock incentive plan (the "1996 Flexible Incentive Plan"). Copies of the 1996 Flexible Incentive Plan, which has been adopted “Merger Sub 3 Share”) and held by the Board of Directors of the Issuer prior to the date hereof and, as in effect on the date hereof, has been delivered to the Purchaser prior to the date hereof. Except as set forth on Schedule 3.04(a)(ii), the Certificate of Amendment and the rights provided for in the Securityholders Agreement, the 1996 Flexible Incentive Plan is the only plan or arrangement in existence relating to the issuance of capital stock of the Issuer. All shares of Common Stock to be issued upon conversion of the Series A Preferred and upon the exercise of options granted pursuant to the terms of any stock incentive plans adopted by the Issuer will be duly authorized and validly issued, fully paid and nonassessable. Except as set forth in this Section 3.04(a) or on Schedule 3.04(a)(iii), upon the consummation of the Closing, there will be outstanding no securities of the Issuer and no securities convertible into or exchangeable for, or options or other rights to acquire from the Issuer, or other obligations of the Issuer to issue, directly or indirectly any shares of capital stock of the IssuerSPAC. (b) The Merger Sub 2 Share and the Merger Sub 3 Share and any shares of Merger Sub 2 and Merger Sub 3 that will be issued pursuant to the Transactions, (A) have been, or will be prior to such issuance, duly authorized and have been, or will be at the time of issuance, validly issued and are fully paid, (B) were, or will be, issued, in compliance in all material respects with applicable Law, and (C) were not, and will not be, issued in breach or violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or other similar right. (c) Except (A) as set forth in Schedule 3.04(bSection 6.02(a), including any shares of Merger Sub 2 and Merger Sub 3 that will be issued pursuant to the Issuer Transactions and (B) any Transaction Documents, (i) no SPAC Acquisition Entity has authorized, outstanding or issued any Equity Securities; (ii) no SPAC Acquisition Entity is not obligated to issue, sell or transfer any Equity Securities; (iii) no SPAC Acquisition Entity is a party or subject to any agreement or understanding Contract that affects or relates to the voting or giving of written consents with respect to, or the right to cause the redemption, or repurchase of, any Equity Security of such SPAC Acquisition Entity; (iv) no SPAC Acquisition Entity has granted any registration rights or information rights to any security other Person; (v) there are no phantom shares and there are no voting or the voting similar agreements entered into by any director SPAC Acquisition Entity which relate to the share capital, registered capital or charter capital of such SPAC Acquisition Entity; and (vi) no SPAC Acquisition Entity has any outstanding bonds, debentures, notes or other obligations the Issuerholders of which have the right to vote (or convertible into or exercisable for securities having the right to vote) with the shareholders of such SPAC Acquisition Entity on any matter or any agreements to issue such bonds, debentures, notes or other obligations. (cd) The outstanding shares Merger Sub 2 does not own or control, directly or indirectly, any interest in any corporation, partnership, limited liability company, association or other business entity. (e) Merger Sub 3 does not own or control, directly or indirectly, any interest in any corporation, partnership, limited liability company, association or other business entity, other than, as of Common Stock have been issuedthe Closing Date, and all outstanding optionsupon consummation of the Third Merger, for the purchase its Subsidiaries. (f) No SPAC Acquisition Entity is obligated to make any investment in or acquisition from the Issuer capital contribution to or on behalf of any shares of its capital stock have been granted, other Person other than in accordance connection with the registration or qualification provisions of the Securities Act and any relevant state securities laws or pursuant to valid exemptions therefromTransactions.

Capitalization and Voting Rights. (a) As of the Closing Datedate of this Agreement, the authorized share capital stock of the Issuer and the PubCo consists of 50,000 ordinary shares, par value $1.00 per share, of which 1 ordinary share is issued and outstanding as of the date of this Agreement (the “PubCo Subscriber Share”). The authorized share capital of SPAC Merger Sub consists of 1,000 shares of capital stock common stock, par value $0.01 per share (the “SPAC Merger Sub Common Stock”), of which 100 shares of Merger Sub Common Stock (the Issuer will each be as set forth on Schedule 3.04(a)(i). All of the “SPAC Merger Sub Subscriber Shares”) are issued and outstanding as of the date of this Agreement. The authorized share capital of Company Merger Sub consists of 50,000 ordinary shares, par value $1.00 per share, of which 1 is issued and outstanding as of the date of this Agreement (the “Company Merger Sub Subscriber Share”). The PubCo Subscriber Shares, the SPAC Merger Sub Subscriber Shares and the Company Merger Sub Subscriber Shares, and any PubCo Ordinary Shares, shares of capital stock of the Issuer SPAC Merger Sub Common Stock or Company Merger Sub Ordinary Shares that will be allotted and issued pursuant to the Transactions, (i) have been, or will be prior to such issuance, duly authorized and have been, or will be at the time of issuance, validly issued, allotted and issued and credited as fully paid and nonassessablenon-assessable, (ii) were, or will be, issued, in compliance with applicable Laws, the Organizational Documents of PubCo, SPAC Merger Sub and Company Merger Sub, respectively, and any other applicable Contracts governing the holders thereof issuance or allotment of such shares to which PubCo, SPAC Merger Sub and Company Merger Sub, respectively, is a party or otherwise bound, and (iii) were not, and will not be entitled to be, issued in violation of, any preemptive Encumbrance, purchase option, call option, right of first refusal, pre-emptive right, subscription right or other any similar rights. As right under any provision of the Closing Date, 4,012,000 shares of Common Stock have been reserved for issuance in connection with the conversion of the Series A Preferred and 3,000,000 shares of Common Stock are issuable under the terms of the Issuer's stock incentive plan (the "1996 Flexible Incentive Plan"). Copies of the 1996 Flexible Incentive Plan, which has been adopted by the Board of Directors of the Issuer prior to the date hereof and, as in effect on the date hereof, has been delivered to the Purchaser prior to the date hereof. Except as set forth on Schedule 3.04(a)(ii)any applicable Laws, the Certificate Organizational Documents of Amendment and the rights provided for in the Securityholders AgreementPubCo, the 1996 Flexible Incentive Plan is the only plan SPAC Merger Sub or arrangement in existence relating to the issuance of capital stock of the Issuer. All shares of Common Stock to be issued upon conversion of the Series A Preferred and upon the exercise of options granted pursuant to the terms of any stock incentive plans adopted by the Issuer will be duly authorized and validly issued, fully paid and nonassessable. Except as set forth in this Section 3.04(a) or on Schedule 3.04(a)(iii), upon the consummation of the Closing, there will be outstanding no securities of the Issuer and no securities convertible into or exchangeable forCompany Merger Sub, or options any other Contract to which PubCo, SPAC Merger Sub or other rights to acquire from the Issuer, Company Merger Sub (as applicable) is a party or other obligations of the Issuer to issue, directly or indirectly any shares of capital stock of the Issuerotherwise bound. (b) Except as set forth in Schedule 3.04(bSection 5.2(a) or as contemplated by this Agreement or the other Transaction Documents, there are no issued and outstanding shares of an Acquisition Entity, and no Acquisition Entity is party to any contracts or commitments by which such Acquisition Entity is or may be bound to issue, nor does any Acquisition Entity have any outstanding or authorized subscriptions, options, warrants, rights or other securities (including debt securities) of an Acquisition Entity exercisable or exchangeable for or measured by reference to any shares of an Acquisition Entity, any other commitments, calls, conversion rights, rights of exchange or privilege (whether pre-emptive, contractual or by matter of Law), plans or other agreements of any character providing for the Issuer is not a party or subject to any agreement or understanding that affects or relates to issuance of additional shares, the voting or giving sale of written consents with respect to any security treasury shares or the issuance or sale by an Acquisition Entity of other Equity Securities of an Acquisition Entity, or for the repurchase or redemption by an Acquisition Entity of shares or other Equity Securities of an Acquisition Entity or the value of which is determined by reference to shares or other Equity Securities of an Acquisition Entity, including any equity appreciation rights, participations, phantom equity or similar rights, and there are no voting by trusts, proxies or agreements of any director kind which may obligate an Acquisition Entity to issue, purchase, register for sale, redeem or otherwise acquire any shares or other Equity Securities of the Issueran Acquisition Entity. (c) The outstanding shares of Common Stock have been PubCo Ordinary Shares and PubCo Warrants to be issued by PubCo hereunder shall be duly and validly issued, fully paid and nonassessable, and each such PubCo Ordinary Share and PubCo Warrant shall be issued free and clear of preemptive rights and all outstanding optionsLiens, for other than transfer restrictions under applicable securities Laws and the purchase or acquisition from the Issuer PubCo A&R Charter, and in compliance with all applicable securities Laws and other applicable Laws and without contravention of any shares of its capital stock have been granted, in accordance other person’s rights therein or with the registration or qualification provisions of the Securities Act and any relevant state securities laws or pursuant to valid exemptions therefromrespect thereto.

Capitalization and Voting Rights. (a) As The organization chart of the Closing Date, Group and the authorized capital stock particulars of each Group Company contained in Section 3.02(a) of the Issuer Company Disclosure Letter are true, accurate and the issued and outstanding shares of capital stock of the Issuer will each be as set forth on Schedule 3.04(a)(i). All of the issued and outstanding shares of capital stock of the Issuer will be validly issued, fully paid and nonassessable, and the holders thereof will not be entitled to any preemptive or other similar rights. As of the Closing Date, 4,012,000 shares of Common Stock have been reserved for issuance in connection with the conversion of the Series A Preferred and 3,000,000 shares of Common Stock are issuable under the terms of the Issuer's stock incentive plan (the "1996 Flexible Incentive Plan"). Copies of the 1996 Flexible Incentive Plan, which has been adopted by the Board of Directors of the Issuer prior to the date hereof and, as in effect on the date hereof, has been delivered to the Purchaser prior to the date hereof. Except as set forth on Schedule 3.04(a)(ii), the Certificate of Amendment and the rights provided for in the Securityholders Agreement, the 1996 Flexible Incentive Plan is the only plan or arrangement in existence relating to the issuance of capital stock of the Issuer. All shares of Common Stock to be issued upon conversion of the Series A Preferred and upon the exercise of options granted pursuant to the terms of any stock incentive plans adopted by the Issuer will be duly authorized and validly issued, fully paid and nonassessable. Except as set forth in this Section 3.04(a) or on Schedule 3.04(a)(iii), upon the consummation of the Closing, there will be outstanding no securities of the Issuer and no securities convertible into or exchangeable for, or options or other rights to acquire from the Issuer, or other obligations of the Issuer to issue, directly or indirectly any shares of capital stock of the Issuercomplete. (b) The validly issued share capital, registered capital or charter capital of each Group Company as of the date of this Agreement is set forth in Section 3.02(b) of the Company Disclosure Letter. Except as disclosed in Section 3.02(b) of the Company Disclosure Letter, all Equity Securities of each Group Company that are issued and outstanding (A) have been duly authorized, validly issued and are, fully paid, (B) were issued, in compliance in all material respects with applicable Law, and (C) were not issued in breach or violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or other similar right. (c) Except as set forth in Schedule 3.04(b)Section 3.02(c) of the Company Disclosure Letter, as of the date of this Agreement, (i) there are no other authorized, outstanding or issued Equity Securities of any Group Company; (ii) no Group Company is obligated to issue, sell or transfer any Equity Securities of such Group Company other than (A) pursuant to the Company Incentive Plan; (B) Company Ordinary Shares issuable upon conversion of the Company Preferred Shares; and (C) Company Ordinary Shares issuable upon conversion of the Convertible Notes; (iii) other than the Company Shareholders’ Agreement, the Issuer Company Articles and the Transaction Documents, no Group Company is not a party or subject to any agreement or understanding Contract that affects or relates to the voting or giving of written consents with respect to, or the right to cause the redemption, or repurchase of, any Equity Security of such Group Company; (iv) other than under the Company Shareholders’ Agreement or the Company Articles, no Group Company has granted any registration rights or information rights to any security other Person, nor is any Group Company obliged to list any of its Equity Securities on any securities exchange; (v) other than under the Company Shareholders’ Agreement, there are no phantom shares and there are no voting or similar agreements entered into by a Group Company which relate to the voting share capital, registered capital or charter capital of such Group Company; (vi) no Group Company has any outstanding bonds, debentures, notes or other obligations the holders of which have the right to vote (or convertible into or exercisable for securities having the right to vote) with the shareholders of such Group Company on any matter or any agreements to issue such bonds, debentures, notes or other obligations; (vii) there are no Liens on Equity Securities of any Group Company or any arrangements or obligations to create any such Liens; and (viii) other than the Company Incentive Plans, no Group Company has any equity-based compensation or incentive, purchase or participation plans. (d) Except as set forth in Section 3.02(d) of the Company Disclosure Letter, no Group Company owns, directly or indirectly, any interest in or has agreed to acquire, any interest, Equity Securities or other securities in any Person, and no Group Company is or was a participant in any joint venture, partnership or similar arrangement. No Group Company is obligated to make any investment in or capital contribution in or on behalf of any other Person. All the historical changes to the share capital of each of the Group Companies and historical transfers of equity interest in each of the Group Companies were, in all material respects, made in compliance with the applicable Laws. (e) Except as set forth in Section 3.02(e) of the Company Disclosure Letter, no Person (including any holder of Equity Securities in the Company or any other Group Company) has the right to (whether pursuant to any Contract, Organizational Document or otherwise) require any Group Company to (i) issue any Equity Securities, or transfer or acquire any Equity Securities or other assets of any Person, (ii) declare or pay any dividends or make any other distribution of, or any payment out of, any Group Company’s assets (whether by dividends, liquidation or otherwise), or (iii) assume, guarantee or otherwise acquire the liabilities of any Person, except for, in the case of sub-section (i) above, the right for the holders of Equity Securities of the Company to receive Equity Securities of PubCo in such amounts and of such types as specified in Section 2.04(f) and otherwise on the terms and conditions specified in this Agreement. (f) Section 3.02(f) of the Company Disclosure Letter sets forth a true and complete list of the name of each current or former employee, consultant or director of the Issuer. Company or any of its Subsidiaries who, as of the date of this Agreement, holds a Company Option, the number of Company Ordinary Shares comprised thereof or subject thereto, vesting schedule, the date on which such Company Option was granted, the number of shares subject to the Company Option which have vested and the number of shares subject to the Company Option which have not yet vested as of the date of this Agreement and as of the Second Merger Effective Time (c) The outstanding shares as a result of Common Stock have been issuedthe transactions contemplated by the Agreement), and, if applicable, the exercise price thereof, and all outstanding optionsno other Company Options are in existence other than those disclosed in Section 3.02(f) of the Company Disclosure Letter. All Company Options are evidenced by award agreements in substantially the forms previously made available to SPAC, for and no Company Option is subject to terms that are materially different from those set forth in such forms. Each Company Option was validly granted or issued and properly approved by, the purchase Company Board (or acquisition from appropriate committee thereof). Except as disclosed in Section 3.02(f) of the Issuer Company Disclosure Letter, each Company Option granted to an individual subject to U.S. taxation has been granted with an exercise price that is intended to be no less than the fair market value of any shares the underlying Company Ordinary Shares on the date of its capital stock have been grantedgrant, as determined in accordance with the registration or qualification provisions Section 409A of the Securities Act and any relevant state securities laws Code or pursuant to valid exemptions therefromSection 422 of the Code, if applicable.

Capitalization and Voting Rights. The authorized capital of the Company consists of: (a) As of the Closing Date, the Preferred Stock. There are authorized capital stock of the Issuer and the issued and outstanding 66,667 shares of capital stock Preferred Stock (the "Preferred Stock"), all of which have been designated as Series A Convertible Preferred Stock and have the Issuer will each be designation, rights and privileges as set forth on Schedule 3.04(a)(i)in Exhibit A to this Agreement. All No other shares of Preferred Stock are authorized, issued or outstanding. The Restated Certificate has been duly adopted and filed with the Secretary of State of the issued and outstanding State of Delaware. The shares of capital stock Series A Convertible Preferred Stock have been duly authorized, and upon receipt by the Company of the Issuer Purchase Price at the Closing will be validly issuedissued and delivered, fully paid and nonassessable, and the holders thereof will not be entitled to any preemptive or other similar rights. As free from restrictions on transfer except as set forth in this Agreement and each of the other agreements referred to herein, or attached as Exhibits hereto, to be entered into at or prior to the Closing Date(the "Other Agreements"). (b) Common Stock. There are authorized one million (1,000,000) shares of common stock, 4,012,000 (the "Common Stock"), of the Company, par value $0.01 per share, of which 200,000 shares of Common Stock have been duly authorized, validly issued and are outstanding. There are authorized three thousand (3,000) shares of common stock, of ITC, no par value, of which 2,880 shares of common stock have been duly authorized, validly issued and are outstanding. The outstanding shares of common stock of both the Company and the Subsidiary are fully paid, nonassessable and have been issued in compliance with all state and federal securities laws except for matters addressed in Section 7.13 of this Agreement. The Common Stock issuable upon conversion of the Convertible Preferred Stock (the "Conversion Stock") has been duly and validly authorized and reserved for issuance and, upon issuance in connection accordance with the conversion of the Series A Preferred and 3,000,000 shares of Common Stock are issuable under the terms of the Issuer's stock incentive plan (the "1996 Flexible Incentive Plan"). Copies of the 1996 Flexible Incentive PlanRestated Certificate, which has been adopted by the Board of Directors of the Issuer prior to the date hereof and, as in effect on the date hereof, has been delivered to the Purchaser prior to the date hereof. Except as set forth on Schedule 3.04(a)(ii), the Certificate of Amendment and the rights provided for in the Securityholders Agreement, the 1996 Flexible Incentive Plan is the only plan or arrangement in existence relating to the issuance of capital stock of the Issuer. All shares of Common Stock to be issued upon conversion of the Series A Preferred and upon the exercise of options granted pursuant to the terms of any stock incentive plans adopted by the Issuer will be duly authorized and validly issued, fully paid and nonassessable. Except as non-assessable and will be free of restrictions on transfer, other than restrictions on transfer set forth in this Section 3.04(aAgreement and the Other Agreements. (c) Except for (i) the conversion privileges of the Convertible Preferred Stock, (ii) the rights provided in this Agreement and (iii) except as provided in Schedule 3.2(c) attached hereto, there are not outstanding any options, warrants, rights (including conversion or preemptive rights, except that Incom (UK), Ltd., Xxxxxxx X. Xxxxxx and Xxxxxxx Xxxxxxx have preemptive rights pursuant to an agreement with the Company) or on Schedule 3.04(a)(iii), upon agreements for the consummation purchase or acquisition from any of the Closing, there will be outstanding no securities Entities of the Issuer and no securities convertible into or exchangeable for, or options or other rights to acquire from the Issuer, or other obligations of the Issuer to issue, directly or indirectly any shares of its respective capital stock stock. Except as provided in this Agreement, none of the Issuer. (b) Except as set forth in Schedule 3.04(b), the Issuer Entities is not a party or subject to to, any agreement or understanding that understanding, and to the best knowledge of the Company, there is no agreement or understanding, between any persons and/or entities, which affects or relates to the voting or giving of written consents with respect to any security or the voting by any director of the IssuerEntities' voting securities or securities convertible into such voting securities. (c) The outstanding shares of Common Stock have been issued, and all outstanding options, for the purchase or acquisition from the Issuer of any shares of its capital stock have been granted, in accordance with the registration or qualification provisions of the Securities Act and any relevant state securities laws or pursuant to valid exemptions therefrom.

Capitalization and Voting Rights. (a) As of the Closing DateThe authorized, the authorized issued and outstanding capital stock of the Issuer Purchaser is as set forth in Transaction Documents and the all issued and outstanding shares of capital stock of the Issuer will each be Purchaser are validly issued, fully paid and nonassessable. Except as set forth on Schedule 3.04(a)(i)in Transaction Documents hereto, (i) there are no outstanding securities of the Purchaser or its Subsidiary which contain any preemptive, redemption or similar provisions, nor is any holder of securities of the Purchaser or the Subsidiary entitled to preemptive or similar rights arising out of any agreement or understanding with the Purchaser or the Subsidiary by virtue of any of the Transaction Documents, and there are no contracts, commitments, understandings or arrangements by which the Purchaser or its Subsidiary is or may become bound to redeem a security of the Purchaser or its Subsidiary; (ii) neither the Purchaser nor the Subsidiary has any stock appreciation rights or “phantom stock” plans or agreements or any similar plan or agreement; and (iii) except as set forth in Transaction Documents there are no outstanding options, warrants, agreements, convertible securities, preemptive rights or other rights to subscribe for or to purchase or acquire, any shares of capital stock of the Purchaser or the Subsidiary or contracts, commitments, understandings, or arrangements by which the Purchaser or the Subsidiary is or may become bound to issue any shares of capital stock of the Purchaser or the Subsidiary, or securities or rights convertible or exchangeable into shares of capital stock of the Purchaser or the Subsidiary. Except as set forth in Transaction Documents and as otherwise required by law, there are no restrictions upon the voting or transfer of any of the shares of capital stock of the Purchaser pursuant to the Purchaser’s Charter Documents (as defined below) or other governing documents or any agreement or other instruments to which the Purchaser is a party or by which the Purchaser is bound. All of the issued and outstanding shares of capital stock of the Issuer will be Purchaser are validly issued, fully paid and nonassessable, non-assessable and the holders thereof will not be entitled to any preemptive or other similar rights. As of the Closing Date, 4,012,000 shares of Common Stock have been reserved for issuance in connection with the conversion of the Series A Preferred and 3,000,000 shares of Common Stock are issuable under the terms of the Issuer's stock incentive plan (the "1996 Flexible Incentive Plan"). Copies of the 1996 Flexible Incentive Plan, which has been adopted by the Board of Directors of the Issuer prior to the date hereof and, as in effect on the date hereof, has been delivered to the Purchaser prior to the date hereof. Except as set forth on Schedule 3.04(a)(ii), the Certificate of Amendment and the rights provided for in the Securityholders Agreement, the 1996 Flexible Incentive Plan is the only plan or arrangement in existence relating to the issuance of capital stock of the Issuer. All shares of Common Stock to be issued upon conversion of the Series A Preferred and upon the exercise of options granted pursuant to the terms of any stock incentive plans adopted by the Issuer will be duly authorized and validly issued, fully paid and nonassessable. Except as set forth in this Section 3.04(a) or on Schedule 3.04(a)(iii), upon the consummation of the Closing, there will be outstanding no securities of the Issuer and no securities convertible into or exchangeable for, or options or other rights to acquire from the Issuer, or other obligations of the Issuer to issue, directly or indirectly any shares of capital stock of the Issuer. Subsidiary are owned by the Purchaser, free and clear of any Encumbrances. All of such outstanding capital stock has been issued in compliance with applicable federal and state securities laws. The issuance and sale of the Securities will not obligate the Purchaser to issue shares of Common Stock or other securities to any other person (bother than the Investor) Except and except as set forth in Schedule 3.04(b), Transaction Documents will not result in the Issuer is not a party or subject to any agreement or understanding that affects or relates to the voting or giving of written consents with respect to any security or the voting by any director adjustment of the Issuer. (c) The outstanding shares of Common Stock have been issuedexercise, and all outstanding optionsconversion, for the purchase exchange or acquisition from the Issuer reset price of any shares outstanding security. The Purchaser does not have outstanding stockholder purchase rights or “poison pill” or any similar arrangement in effect giving any person the right to purchase any equity interest in the Purchaser upon the occurrence of its capital stock have been granted, in accordance with the registration or qualification provisions of the Securities Act and any relevant state securities laws or pursuant to valid exemptions therefromcertain events.

Capitalization and Voting Rights. (a) As of the Closing DateThe authorized, the authorized issued and outstanding capital stock of the Issuer CANB is as set forth in Schedule 4.2(d) hereto and the all issued and outstanding shares of capital stock of the Issuer will each be as set forth on Schedule 3.04(a)(i). All of the issued and outstanding shares of capital stock of the Issuer will be validly issued, fully paid and nonassessable, and the holders thereof will not be entitled to any preemptive or other similar rights. As of the Closing Date, 4,012,000 shares of Common Stock have been reserved for issuance in connection with the conversion of the Series A Preferred and 3,000,000 shares of Common Stock CANB are issuable under the terms of the Issuer's stock incentive plan (the "1996 Flexible Incentive Plan"). Copies of the 1996 Flexible Incentive Plan, which has been adopted by the Board of Directors of the Issuer prior to the date hereof and, as in effect on the date hereof, has been delivered to the Purchaser prior to the date hereof. Except as set forth on Schedule 3.04(a)(ii), the Certificate of Amendment and the rights provided for in the Securityholders Agreement, the 1996 Flexible Incentive Plan is the only plan or arrangement in existence relating to the issuance of capital stock of the Issuer. All shares of Common Stock to be issued upon conversion of the Series A Preferred and upon the exercise of options granted pursuant to the terms of any stock incentive plans adopted by the Issuer will be duly authorized and validly issued, fully paid and nonassessable. Except as set forth in this Section 3.04(aSchedule 4.2(d) hereto, (i) there are no outstanding securities of CANB or on Schedule 3.04(a)(iii)any of its Subsidiaries which contain any preemptive, upon the consummation redemption or similar provisions, nor is any holder of securities of CANB or any Subsidiary entitled to preemptive or similar rights arising out of any agreement or understanding with CANB or any Subsidiary by virtue of any of the ClosingTransaction Documents, and there will be are no contracts, commitments, understandings or arrangements by which CANB or any of its Subsidiaries is or may become bound to redeem a security of CANB or any of its Subsidiaries; (ii) neither CANB nor any Subsidiary has any stock appreciation rights or “phantom stock” plans or agreements or any similar plan or agreement; and (iii) except as set forth in Schedule 4.2(d) there are no outstanding no securities of the Issuer and no securities options, warrants, agreements, convertible into or exchangeable forsecurities, or options preemptive rights or other rights to acquire from the Issuersubscribe for or to purchase or acquire, or other obligations of the Issuer to issue, directly or indirectly any shares of capital stock of the Issuer. (b) CANB or any Subsidiary or contracts, commitments, understandings, or arrangements by which CANB or any Subsidiary is or may become bound to issue any shares of capital stock of CANB or any Subsidiary, or securities or rights convertible or exchangeable into shares of capital stock of CANB or any Subsidiary. Except as set forth in Schedule 3.04(b4.2(d) and as otherwise required by law, there are no restrictions upon the voting or transfer of any of the shares of capital stock of CANB pursuant to CANB’s Charter Documents (as defined below) or other governing documents or any agreement or other instruments to which CANB is a party or by which CANB is bound. All of the issued and outstanding shares of capital stock of CANB are validly issued, fully paid and nonassessable (collectively, “Encumbrances”). Except as set forth in Schedule 4.2(c), all of such outstanding capital stock has been issued in compliance with applicable federal and state securities laws. Except as set forth on Schedule 4.2(d), the Issuer is issuance of Purchase Shares, as contemplated hereby will not a party or subject obligate CANB to any agreement or understanding that affects or relates to the voting or giving of written consents with respect to any security or the voting by any director of the Issuer. (c) The outstanding issue shares of Common Stock have been issuedor other securities to any other person (other than the Subscriber) and except as set forth in Schedule 4.2(c) will not result in the adjustment of the exercise, and all outstanding optionsconversion, for the purchase exchange or acquisition from the Issuer reset price of any shares outstanding security. CANB does not have outstanding stockholder purchase rights or “poison pill” or any similar arrangement in effect giving any person the right to purchase any equity interest in CANB upon the occurrence of its capital stock have been granted, in accordance with the registration or qualification provisions of the Securities Act and any relevant state securities laws or pursuant to valid exemptions therefromcertain events.

Capitalization and Voting Rights. (a) As The validly issued share capital of SPAC as of the Closing Datedate of this Agreement is set forth in Section 4.02(a) of the SPAC Disclosure Letter which sets forth, as of the date of this Agreement, the authorized capital stock of the Issuer following (on an aggregate, and the not holder-by-holder, basis): (i) issued and outstanding shares of capital stock of the Issuer will each be as set forth on Schedule 3.04(a)(i)SPAC Shares, by class or series; and (ii) warrants and other share purchase rights, if any. All of the SPAC Shares that are issued and outstanding shares of capital stock of the Issuer will be (i) have been duly authorized and have been validly issuedissued and are non-assessable and fully paid, fully paid and nonassessable(ii) were issued in compliance in all material respects with applicable Law, and the holders thereof will (iii) were not be entitled to issued in breach or violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or other similar rights. As of the Closing Date, 4,012,000 shares of Common Stock have been reserved for issuance in connection with the conversion of the Series A Preferred and 3,000,000 shares of Common Stock are issuable under the terms of the Issuer's stock incentive plan (the "1996 Flexible Incentive Plan"). Copies of the 1996 Flexible Incentive Plan, which has been adopted by the Board of Directors of the Issuer prior to the date hereof and, as in effect on the date hereof, has been delivered to the Purchaser prior to the date hereof. Except as set forth on Schedule 3.04(a)(ii), the Certificate of Amendment and the rights provided for in the Securityholders Agreement, the 1996 Flexible Incentive Plan is the only plan or arrangement in existence relating to the issuance of capital stock of the Issuer. All shares of Common Stock to be issued upon conversion of the Series A Preferred and upon the exercise of options granted pursuant to the terms of any stock incentive plans adopted by the Issuer will be duly authorized and validly issued, fully paid and nonassessable. Except as set forth in this Section 3.04(a) or on Schedule 3.04(a)(iii), upon the consummation of the Closing, there will be outstanding no securities of the Issuer and no securities convertible into or exchangeable for, or options or other rights to acquire from the Issuer, or other obligations of the Issuer to issue, directly or indirectly any shares of capital stock of the Issuerright. (b) Except as set forth in Schedule 3.04(b)Section 4.02(b) of the SPAC Disclosure Letter, (i) there are no authorized, outstanding or issued Equity Securities of SPAC, (ii) SPAC is not obligated to issue, sell or transfer any Equity Securities of SPAC, (iii) other than the Issuer SPAC Articles, SPAC is not a party or subject to any agreement or understanding Contract that affects or relates to the voting or giving of written consents with respect to, or the right to cause the redemption, or repurchase of, any Equity Securities of SPAC, (iv) SPAC has not granted any registration rights or information rights to any security other Person, (v) there are no phantom shares and there are no voting or similar agreements entered into by SPAC which relate to the voting by share capital, registered capital or charter capital of SPAC, and (vi) SPAC has no outstanding bonds, debentures, notes or other obligations the holders of which have the right to vote (or convertible into or exercisable for securities having the right to vote) with the SPAC Shareholders on any director of the Issuermatter or any agreements to issue such bonds, debentures, notes or other obligations. (c) SPAC does not own or control, directly or indirectly, any Equity Securities or other interests or investments (whether equity or debt) in any Person, other than the SPAC Acquisition Entities. (d) SPAC is not obligated to make any investment in or capital contribution to or on behalf of any other Person. (e) The outstanding authorized share capital of Merger Sub 2 consists of 5,000,000 shares of Common Stock a par value of US$0.01 each, of which one (1) share is issued and outstanding (the “Merger Sub 2 Share”) and held by SPAC; and the authorized share capital of Merger Sub 3 consists of 5,000,000 shares of a par value of US$0.01 each, of which one (1) share is issued and outstanding (the “Merger Sub 3 Share”) and held by SPAC. (f) The Merger Sub 2 Share and the Merger Sub 3 Share and shares of Merger Sub 2 and Merger Sub 3 that will be issued pursuant to the Transactions, (A) have been been, or will be prior to such issuance, duly authorized and have been, or will be at the time of issuance, validly issued and are fully paid, (B) were, or will be, issued, in compliance in all material respects with applicable Law, and all outstanding options(C) were not, for the purchase and will not be, issued in breach or acquisition from the Issuer violation of any shares purchase option, call option, right of its capital stock have been grantedfirst refusal, in accordance with the registration preemptive right, subscription right or qualification provisions of the Securities Act and any relevant state securities laws or pursuant to valid exemptions therefromother similar right.

Capitalization and Voting Rights. (a) As of the Closing DateThe authorized, the authorized issued and outstanding capital stock of the Issuer CANB is as set forth in Schedule 4.2(d) hereto and the all issued and outstanding shares of capital stock of the Issuer will each be as set forth on Schedule 3.04(a)(i). All of the issued and outstanding shares of capital stock of the Issuer will be validly issued, fully paid and nonassessable, and the holders thereof will not be entitled to any preemptive or other similar rights. As of the Closing Date, 4,012,000 shares of Common Stock have been reserved for issuance in connection with the conversion of the Series A Preferred and 3,000,000 shares of Common Stock CANB are issuable under the terms of the Issuer's stock incentive plan (the "1996 Flexible Incentive Plan"). Copies of the 1996 Flexible Incentive Plan, which has been adopted by the Board of Directors of the Issuer prior to the date hereof and, as in effect on the date hereof, has been delivered to the Purchaser prior to the date hereof. Except as set forth on Schedule 3.04(a)(ii), the Certificate of Amendment and the rights provided for in the Securityholders Agreement, the 1996 Flexible Incentive Plan is the only plan or arrangement in existence relating to the issuance of capital stock of the Issuer. All shares of Common Stock to be issued upon conversion of the Series A Preferred and upon the exercise of options granted pursuant to the terms of any stock incentive plans adopted by the Issuer will be duly authorized and validly issued, fully paid and nonassessable. Except as set forth in this Section 3.04(aSchedule 4.2(d) hereto, (i) there are no outstanding securities of CANB or on Schedule 3.04(a)(iii)any of its Subsidiaries which contain any preemptive, upon the consummation redemption or similar provisions, nor is any holder of securities of CANB or any Subsidiary entitled to preemptive or similar rights arising out of any agreement or understanding with CANB or any Subsidiary by virtue of any of the ClosingTransaction Documents, and there will be are no contracts, commitments, understandings or arrangements by which CANB or any of its Subsidiaries is or may become bound to redeem a security of CANB or any of its Subsidiaries; (ii) neither CANB nor any Subsidiary has any stock appreciation rights or “phantom stock” plans or agreements or any similar plan or agreement; and (iii) except as set forth in Schedule 4.2(d) there are no outstanding no securities of the Issuer and no securities options, warrants, agreements, convertible into or exchangeable forsecurities, or options preemptive rights or other rights to acquire from the Issuersubscribe for or to purchase or acquire, or other obligations of the Issuer to issue, directly or indirectly any shares of capital stock of the Issuer. (b) CANB or any Subsidiary or contracts, commitments, understandings, or arrangements by which CANB or any Subsidiary is or may become bound to issue any shares of capital stock of CANB or any Subsidiary, or secur-ities or rights convertible or exchangeable into shares of capital stock of CANB or any Subsidiary. Except as set forth in Schedule 3.04(b4.2(d) and as otherwise required by law, there are no restrictions upon the voting or transfer of any of the shares of capital stock of CANB pursuant to CANB’s Charter Documents (as defined below) or other governing documents or any agreement or other instruments to which CANB is a party or by which CANB is bound. All of the issued and outstanding shares of capital stock of CANB are validly issued, fully paid and nonassessable (collectively, “Encumbrances”). Except as set forth in Schedule 4.2(c), all of such outstanding capital stock has been issued in compliance with applicable federal and state securities laws. Except as set forth on Schedule 4.2(d), the Issuer is issuance of Purchase Shares, as contemplated hereby will not a party or subject obligate CANB to any agreement or understanding that affects or relates to the voting or giving of written consents with respect to any security or the voting by any director of the Issuer. (c) The outstanding issue shares of Common Stock have been issuedor other securities to any other person (other than the Subscriber) and except as set forth in Schedule 4.2(c) will not result in the adjustment of the exercise, and all outstanding optionsconversion, for the purchase exchange or acquisition from the Issuer reset price of any shares outstanding security. CANB does not have outstanding stockholder purchase rights or “poison pill” or any similar arrangement in effect giving any person the right to purchase any equity interest in CANB upon the occurrence of its capital stock have been granted, in accordance with the registration or qualification provisions of the Securities Act and any relevant state securities laws or pursuant to valid exemptions therefromcertain events.

Capitalization and Voting Rights. (a) As of the Closing Date, the authorized capital stock of the Issuer and the issued and outstanding shares of capital stock of the Issuer will each be as set forth on Schedule 3.04(a)(i3.04(a). All As of the Closing Date, all of such issued and outstanding shares of capital stock of the Issuer (including the Series A Stock) will be have been validly issued, will be fully paid and nonassessable, and will be free of any Liens (other than such Liens on the Series A Stock imposed as a result of any transaction entered into by the Purchasers) or claims (contingent or otherwise) and are not the subject of any pledge; the holders thereof will not be entitled to any preemptive or other similar rights. As of the Closing Date, 4,012,000 except as set forth on Schedule 3.05, all of the issued and outstanding shares of capital stock of each Subsidiary of the Issuer will be owned by the Issuer free of any Liens. As of the Closing Date, 68,000,000 shares of Common Stock will have been duly authorized and reserved for issuance in connection with the conversion of the Series A Preferred Securities and 3,000,000 no more than 4,000,000 shares of Common Stock are issuable under will have been reserved for issuance in connection with the terms exchange, conversion or exercise of other securities of the Issuer. Correct and complete copies of the Issuer's stock option or incentive plan (the "1996 Flexible Incentive Plan"). Copies plans, agreements or arrangements each of the 1996 Flexible Incentive Plan, which has been adopted by the Board of Directors of the Issuer prior to the date hereof andhereof, and as in effect on the date hereof, has have been delivered to the Purchaser Purchasers prior to the date hereof. Except as set forth on Schedule 3.04(a)(ii), the Certificate of Amendment and the rights provided for in the Securityholders Agreement, the 1996 Flexible Incentive Plan is the only plan or arrangement in existence relating to the issuance of capital stock of the Issuer. All shares of Common Stock to be issued upon conversion of the Series A Preferred and upon the exercise of options granted pursuant to the terms of any stock incentive plans adopted by the Issuer Securities will be duly authorized and validly issued, fully paid and nonassessablenonassessable and free of any Liens or encumbrances (other than any such Liens imposed as a result of any transaction entered into by the Purchasers). Except as set forth in this Section 3.04(a) or on Schedule 3.04(a)(iii)3.05, upon the consummation of the Closing, there will be outstanding no securities of the Issuer and no securities convertible into or exchangeable for, or options or other rights to acquire from the Issuer, or other obligations of the Issuer to issue, directly or indirectly any shares of capital stock of the Issuer. (b) Except as contemplated by the Transactions or as set forth in on Schedule 3.04(b)) or any other schedule attached hereto, (y) neither the Issuer nor any of its Subsidiaries is not a party or subject to any agreement or understanding that affects or relates to the voting or giving of written consents with respect to any security or the voting by any director of the Issuer or of its Subsidiaries and (z) there are no agreements or other arrangements among any persons or entities owning equity interests in the Issuer., Nevasa Holdings Ltd. or Corporacion IMPSA S.A. (c) The outstanding shares of Common Stock have been duly and validly issued, and are fully paid and nonassessable and all outstanding options, warrants, rights (including conversion or preemptive rights and rights of first refusal) or agreements for the purchase or acquisition from the Issuer or any of its Affiliates of any shares of its capital stock have been granted, granted in accordance with the registration or qualification provisions of the Securities Act and any relevant state securities laws or pursuant to valid exemptions therefrom.

Capitalization and Voting Rights. (a) As of the Closing Datedate of this Agreement, the authorized capital stock of SPAC consists of 221,000,000 total shares divided into (i) 200,000,000 shares of SPAC Class A Common Stock, (ii) 20,000,000 shares of SPAC Class B Common Stock and (iii) 1,000,000 shares of SPAC Preferred Stock. Section 4.2(a) of the Issuer SPAC Disclosure Letter sets forth the total number and amount of all of the issued and outstanding shares Equity Securities of capital stock SPAC as of the Issuer will each be as set forth on Schedule 3.04(a)(i)date of this Agreement. All of the issued and outstanding shares Equity Securities of capital stock of the Issuer will be validly issued, fully paid and nonassessable, and the holders thereof will not be entitled to any preemptive or other similar rights. As of the Closing Date, 4,012,000 shares of Common Stock SPAC (A) have been reserved for issuance in connection with the conversion of the Series A Preferred and 3,000,000 shares of Common Stock are issuable under the terms of the Issuer's stock incentive plan (the "1996 Flexible Incentive Plan"). Copies of the 1996 Flexible Incentive Plan, which has been adopted by the Board of Directors of the Issuer prior to the date hereof and, as in effect on the date hereof, has been delivered to the Purchaser prior to the date hereof. Except as set forth on Schedule 3.04(a)(ii), the Certificate of Amendment and the rights provided for in the Securityholders Agreement, the 1996 Flexible Incentive Plan is the only plan or arrangement in existence relating to the issuance of capital stock of the Issuer. All shares of Common Stock to be issued upon conversion of the Series A Preferred and upon the exercise of options granted pursuant to the terms of any stock incentive plans adopted by the Issuer will be duly authorized and validly issued, issued and are fully paid and nonassessable. Except as non-assessable; (B) were offered, sold and issued by SPAC in compliance in all material respects with applicable Laws, including the DGCL, U.S. federal and state securities Laws, and all requirements set forth in this Section 3.04(a(1) the SPAC Charter, and (2) any other applicable Contracts governing the issuance of such securities to which SPAC is a party or on Schedule 3.04(a)(iii)otherwise bound; and (C) were not issued in violation of, upon any Encumbrance, purchase option, call option, right of first refusal, pre-emptive right, subscription right or any similar right under any provision of any applicable Laws, the consummation of the Closing, there will be outstanding no securities of the Issuer and no securities convertible into SPAC Charter or exchangeable for, or options or other rights to acquire from the Issuer, or other obligations of the Issuer to issue, directly or indirectly any shares of capital stock of the IssuerSPAC Material Contract. (b) Except as set forth in Schedule 3.04(bthis Section 4.2 or Section 4.2(a) of the SPAC Disclosure Letter, as of the date of this Agreement there are no outstanding subscriptions, options, warrants, rights or other securities (including debt securities) of SPAC exercisable or exchangeable for shares of SPAC Stock, any other commitments, calls, conversion rights, rights of exchange or privilege (whether pre-emptive, contractual or by matter of Law), plans or other agreements of any character providing for the Issuer is not a party issuance of additional shares, the sale of treasury shares or subject to any agreement other Equity Securities of SPAC, or understanding that affects for the repurchase or relates to the voting redemption by SPAC of shares or giving other Equity Securities of written consents with respect to any security SPAC or the voting value of which is determined by any director reference to shares or other Equity Securities of SPAC, and as of the Issuerdate of this Agreement there are no voting trusts, proxies or agreements of any kind which may obligate SPAC to issue, purchase, register for sale, redeem or otherwise acquire any shares of SPAC Stock or other Equity Securities of SPAC. (c) The outstanding shares of Common Stock have been issued, and all outstanding options, for Other than the purchase or acquisition from the Issuer of any shares of its capital stock have been granted, in accordance with the registration or qualification provisions of the Securities Act and any relevant state securities laws SPAC Stockholder Redemption Right or pursuant to valid exemptions therefromthe Trust Agreement, there are no outstanding contractual obligations of SPAC to repurchase, redeem or otherwise acquire any share of SPAC Common Stock or to provide funds to, or make any investment in (in the form of a loan, capital contribution or otherwise), any Persons.

Capitalization and Voting Rights. (a) As The authorized share capital of the Closing DateSPAC consists of (i) 100,000,000 SPAC Ordinary Shares, the authorized capital stock of the Issuer and the (ii) 1,000,000 SPAC Preference Shares. The issued and outstanding shares Equity Securities of capital stock of the Issuer will each be as SPAC are set forth on Schedule 3.04(a)(i)Section 4.2(a) of the SPAC Disclosure Schedules. There are no issued or outstanding SPAC Preference Shares. All of the issued and outstanding shares of capital stock of the Issuer will be SPAC Shares are duly authorized, validly issued, fully paid and nonassessablenon-assessable and not subject to or issued in violation of any purchase option, and the holders thereof will not be entitled to right of first refusal, preemptive right, subscription right, or any preemptive or other similar rights. As right under any provision of the Closing DateCayman Act, 4,012,000 shares Organizational Documents of Common Stock SPAC, or any Contract to which SPAC is a party. None of the outstanding SPAC Securities have been reserved for issuance issued in connection with the conversion of the Series A Preferred and 3,000,000 shares of Common Stock are issuable under the terms of the Issuer's stock incentive plan (the "1996 Flexible Incentive Plan"). Copies of the 1996 Flexible Incentive Plan, which has been adopted by the Board of Directors of the Issuer prior to the date hereof and, as in effect on the date hereof, has been delivered to the Purchaser prior to the date hereof. Except as set forth on Schedule 3.04(a)(ii), the Certificate of Amendment and the rights provided for in the Securityholders Agreement, the 1996 Flexible Incentive Plan is the only plan or arrangement in existence relating to the issuance of capital stock of the Issuer. All shares of Common Stock to be issued upon conversion of the Series A Preferred and upon the exercise of options granted pursuant to the terms violation of any stock incentive plans adopted by the Issuer will be duly authorized and validly issued, fully paid and nonassessable. Except as set forth applicable securities Laws in this Section 3.04(a) or on Schedule 3.04(a)(iii), upon the consummation of the Closing, there will be outstanding no securities of the Issuer and no securities convertible into or exchangeable for, or options or other rights to acquire from the Issuer, or other obligations of the Issuer to issue, directly or indirectly any shares of capital stock of the Issuermaterial respect. (b) Except as set forth in Schedule 3.04(bSection 4.2(b) of the SPAC Disclosure Schedules, and other than the Private Placement, there are no: (i) outstanding subscriptions, options, warrants, rights or other securities (including debt securities) of SPAC exercisable or exchangeable for SPAC Shares, any other commitments, calls, conversion rights, rights of exchange or privilege (whether pre-emptive, contractual or by matter of Law), (ii) plans or other agreements of any character providing for the Issuer is not a party issuance of additional shares, the sale of treasury shares or subject to any agreement other Equity Securities of SPAC, or understanding that affects for the repurchase or relates to the voting redemption by SPAC of shares or giving other Equity Securities of written consents with respect to any security SPAC or the value of which is determined by reference to shares or other Equity Securities of SPAC, and (iii) there are no voting by trusts, proxies or agreements of any director kind which may obligate SPAC to issue, purchase, register for sale, redeem or otherwise acquire any SPAC Shares or other Equity Securities of the IssuerSPAC. (c) The outstanding shares Since the date of Common Stock have been issuedformation of SPAC, and all outstanding optionsexcept as contemplated by this Agreement, for the purchase SPAC has not declared or acquisition from the Issuer of paid any shares distribution or dividend in respect of its capital stock have been grantedshares and has not repurchased, in accordance with the registration redeemed, or qualification provisions otherwise acquired any of its shares, and SPAC’s Board has not authorized any of the Securities Act and any relevant state securities laws or pursuant to valid exemptions therefromforgoing.

Capitalization and Voting Rights. (a) As of the Closing Datedate hereof, the authorized capital stock of the Issuer Company is 100,000,000 Shares, $.001 par value and the issued and outstanding 10,000,000 shares of capital stock preferred stock, $.01 par value (the "Preferred Stock". On the date of the Issuer Initial Closing (the "Initial Closing Date"), the Company will each be as set forth have no shares of Preferred Stock outstanding and no more than 35,000,000 Shares outstanding on Schedule 3.04(a)(i). All a fully-diluted basis, exclusive of (i) shares issuable upon conversion of $3,000,000 of the Company's Series A 6% Cumulative Convertible Debentures (the "Convertible Debentures"), (ii) shares (the "JenCom Shares") to be issued in connection with the acquisition of a 50% interest in JenCom Digital Technologies, LLC (the "JenCom Acquisition") and outstanding shares of capital stock of the Issuer will be validly issued, fully paid and nonassessable, and the holders thereof will not be entitled (iii) up to any preemptive or other similar rights. As of the Closing Date, 4,012,000 an additional 13,000,000 shares of Common Stock have been reserved for issuance which may be issued or the Company may agree to issue in connection with the conversion of the Series A Preferred and 3,000,000 shares of Common Stock are issuable under the terms of the Issuer's stock incentive plan (the "1996 Flexible Incentive Plan"). Copies of the 1996 Flexible Incentive Planacquisitions, which has been adopted by the Board of Directors of the Issuer prior to the date hereof and, as in effect on the date hereof, has been delivered to the Purchaser prior to the date hereof. Except as set forth on Schedule 3.04(a)(ii), the Certificate of Amendment and the rights provided for in the Securityholders Agreement, the 1996 Flexible Incentive Plan is the only plan or arrangement in existence relating to the issuance of capital stock of the Issuer. All shares of Common Stock to be issued upon conversion of the Series A Preferred and upon the exercise of options granted pursuant to the terms of any stock incentive plans adopted by the Issuer will be duly authorized and validly issued, fully paid and nonassessable. Except as set forth in this Section 3.04(a) or on Schedule 3.04(a)(iii), upon the consummation of the Closing, there will be outstanding no securities of the Issuer and no securities convertible into or exchangeable for, or options mergers or other rights to acquire from the Issuer, or other obligations of the Issuer to issue, directly or indirectly any shares of capital stock of the Issuermajor corporate transactions. (b) Except as set forth in Schedule 3.04(b)2.2(b) of Exhibit A to this Agreement, there are: (i) no outstanding options, warrants, rights (including conversion or preemptive rights) or agreements pursuant to which the Issuer Company is not a party or subject may become obligated to issue, sell or repurchase any securities of the Company; (ii) no restrictions on the transfer of the Company's capital stock imposed by the Charter Documents or any agreement to which the Company is a party, any order of any court or understanding that affects any governmental agency to which the Company is subject, or relates to the any statute other than those imposed by relevant state and federal securities laws; (iii) no cumulative voting or giving preemptive rights for any of written consents the Company's capital stock; (iv) no registration rights under the Securities Act with respect to any security the Company's capital stock; (v) no antidilution adjustment provisions or similar rights with respect to the voting by any director outstanding securities of the Issuer. (c) The outstanding shares of Common Stock have been issued, and all outstanding options, for Company will be triggered by the purchase or acquisition from the Issuer of any shares of its capital stock have been granted, in accordance with the registration or qualification provisions issuance of the Securities Act securities contemplated hereby; (vi) no voting trusts or agreements, shareholders agreements, pledge agreements, buy-sell, rights of first offer, negotiation or refusal or proxies or similar arrangements relating to any securities of the Company to which the Company is a party and any relevant state (vii) to the Company's knowledge and belief, no options or other rights to purchase securities laws or pursuant to valid exemptions therefromfrom its shareholders granted by such shareholders.

Capitalization and Voting Rights. The authorized capital of the Company as of the date hereof consists of (i) 50,000,000 shares of Common Stock, of which 13,728,743 shares of Common Stock were issued and outstanding as of September 1, 2017, and (ii)20,000,000 shares of Preferred Stock, no par value per share (the “Preferred Stock”), of which none are presently issued and xxxxxxxxxxx.Xx Person has any right of first refusal, preemptive right, right of participation, or any similar right to participate in the transactions contemplated by the Transaction Documents.Except as Previously Disclosed, there are no outstanding options, warrants, scrip rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities, rights or obligations convertible into or exercisable or exchangeable for, or giving any Person any right to subscribe for or acquire any shares of Common Stock or the capital stock of any Subsidiary, or contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to issue additional shares of Common Stock or Common Stock Equivalents or capital stock of any Subsidiary. The issuance and sale of the Securities will not (a) As obligate the Company or any Subsidiary to issue shares of Common Stock or other securities to any Person (other than the Investor), (b) result in a right of any holder of Company securities to adjust the exercise, conversion, exchange, redemption or reset price under any of such securities or (c) accelerate any exercise, conversion, exchange or redemption rights of any holder of Company securities. Except as Previously Disclosed, there are no outstanding securities or instruments of the Closing DateCompany or any Subsidiary that contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the authorized capital stock Company or any Subsidiary is or may become bound to redeem a security of the Issuer and Company or such Subsidiary. The Company does not have any stock appreciation rights or “phantom stock” plans or agreements or any similar plan or agreement. All of the issued and outstanding shares of capital stock of the Issuer will each be as set forth on Schedule 3.04(a)(i). All of the issued and outstanding shares of capital stock of the Issuer will be Company are duly authorized, validly issued, fully paid and nonassessable, have been issued in compliance with all federal and the holders thereof will not be entitled to state securities laws, and none of such outstanding shares was issued in violation of any preemptive rights or other similar rightsrights to subscribe for or purchase securities. As No further approval or authorization of the Closing Dateany stockholder, 4,012,000 shares of Common Stock have been reserved for issuance in connection with the conversion of the Series A Preferred and 3,000,000 shares of Common Stock are issuable under the terms of the Issuer's stock incentive plan (the "1996 Flexible Incentive Plan"). Copies of the 1996 Flexible Incentive Plan, which has been adopted by the Board of Directors or others is required for the issuance and sale of the Issuer prior to the date hereof and, as in effect on the date hereof, has been delivered to the Purchaser prior to the date hereofSecurities. Except as set forth on Schedule 3.04(a)(ii), the Certificate of Amendment and the rights provided for in the Securityholders Agreement, the 1996 Flexible Incentive Plan is the only plan or arrangement in existence relating to the issuance of capital stock of the Issuer. All shares of Common Stock to be issued upon conversion of the Series A Preferred and upon the exercise of options granted pursuant to the terms of any stock incentive plans adopted by the Issuer will be duly authorized and validly issued, fully paid and nonassessable. Except as set forth in this Section 3.04(a) or on Schedule 3.04(a)(iii), upon the consummation of the ClosingPreviously Disclosed, there will be outstanding are no securities of the Issuer and no securities convertible into or exchangeable forstockholders agreements, or options voting agreements or other rights to acquire from the Issuer, or other obligations of the Issuer to issue, directly or indirectly any shares of capital stock of the Issuer. (b) Except as set forth in Schedule 3.04(b), the Issuer is not a party or subject to any agreement or understanding that affects or relates to the voting or giving of written consents similar agreements with respect to any security or the voting by any director Company’s capital stock to which the Company is a party or, to the knowledge of the Issuer. (c) The outstanding shares of Common Stock have been issuedCompany, and all outstanding options, for the purchase between or acquisition from the Issuer of among any shares of its capital stock have been granted, in accordance with the registration or qualification provisions of the Securities Act and any relevant state securities laws or pursuant to valid exemptions therefromCompany’s stockholders.

Capitalization and Voting Rights. (aA) As The authorized capital of the Closing DateCompany consists of (i) 25,000 shares of Class A Voting Common stock, the par value $1.00 per share, of which 14,500 shares are issued and outstanding, and (ii) 25,000 shares of Class B Non-voting Common stock, par value $1.00 per share, of which no shares are issued and outstanding. The Shares are all duly and validly authorized capital stock and issued, fully paid and nonassessable, and were not issued in violation of the Issuer terms of any agreement or other understanding, and were not issued in violation of any laws, including, without limitation, all applicable federal and state securities or "blue sky" laws and regulations. The Shares constitute the only issued and outstanding shares of capital stock of the Issuer will each be as set forth on Schedule 3.04(a)(i)Company. All Sellers own such Shares of the issued record and outstanding shares beneficially, free and clear of capital stock of the Issuer will be validly issuedany liens, fully paid trusts (constructive and nonassessable, and the holders thereof will not be entitled to any preemptive or other similar rights. As of the Closing Date, 4,012,000 shares of Common Stock have been reserved for issuance in connection with the conversion of the Series A Preferred and 3,000,000 shares of Common Stock are issuable under the terms of the Issuer's stock incentive plan (the "1996 Flexible Incentive Plan"). Copies of the 1996 Flexible Incentive Plan, which has been adopted by the Board of Directors of the Issuer prior to the date hereof and, as in effect on the date hereof, has been delivered to the Purchaser prior to the date hereof. Except as set forth on Schedule 3.04(a)(iiother), the Certificate of Amendment and the rights provided for in the Securityholders Agreementequities, the 1996 Flexible Incentive Plan is the only plan or arrangement in existence relating to the issuance of capital stock of the Issuer. All shares of Common Stock to be issued upon conversion of the Series A Preferred and upon the exercise of options granted pursuant to the terms of any stock incentive plans adopted by the Issuer will be duly authorized and validly issuedequities, fully paid and nonassessable. Except as set forth in this Section 3.04(a) or on Schedule 3.04(a)(iii)claims, upon the consummation of the Closingmarital rights, there will be outstanding no securities of the Issuer and no securities convertible into or exchangeable for, or options encumbrances or other rights to acquire in favor of any third party, as follows: Xxxxxx X. Xxxxxx owns Seven Thousand, Two Hundred and Fifty (7,250) Shares and Xxxx X. Xxxxxx owns Seven Thousand, Two Hundred and Fifty (7,250) Shares. There are no outstanding options, warrants, rights (including conversion, subscription or preemptive rights) or agreements, commitments or letters of intent for the purchase or acquisition from the Issuer, Sellers or other obligations the Company of the Issuer to issue, directly or indirectly any shares of the Company's capital stock of stock. Neither the Issuer. (b) Except as set forth in Schedule 3.04(b), Sellers nor the Issuer Company is not a party or subject to any agreement or understanding that which affects or relates to the voting or giving of written consents with respect to any security or the voting by any director of the IssuerCompany. (cB) The outstanding shares On the Closing Date, all consents, approvals, authorizations and orders necessary for the sale and delivery of Common Stock the Shares to be sold by Sellers hereunder will have been issuedobtained, and all outstanding optionsSellers will have full right, for power, authority and capacity to sell, assign, transfer and deliver the purchase or acquisition from Shares pursuant to this Agreement. Upon delivery of the Issuer Shares by Sellers hereunder and payment of the consideration therefor pursuant to this Agreement, good and valid title to the Shares, free and clear of any shares of its capital stock have been grantedand all liens, in accordance with the registration trusts (constructive and other), equities, claims, marital rights or qualification provisions of the Securities Act and any relevant state securities laws or pursuant other encumbrances, will pass to valid exemptions therefromBuyer.

Capitalization and Voting Rights. (a) As of the Closing Date, date of this Agreement and as of immediately prior to the Closing: (i) the authorized share capital stock of the Issuer and the PubCo consists of 5,000,000,000 shares of a par value of US$0.00001 each, of which one PubCo Ordinary Share is issued and outstanding (the “PubCo Share”) and held by the Initial PubCo Holder; and (ii) the authorized share capital of Merger Sub 1 consists of 5,000,000 shares of capital stock a par value of the Issuer will each be as set forth on Schedule 3.04(a)(i). All US$0.01 each, of the which one (1) share is issued and outstanding shares of capital stock of the Issuer will be validly issued, fully paid and nonassessable, and the holders thereof will not be entitled to any preemptive or other similar rights. As of the Closing Date, 4,012,000 shares of Common Stock have been reserved for issuance in connection with the conversion of the Series A Preferred and 3,000,000 shares of Common Stock are issuable under the terms of the Issuer's stock incentive plan (the "1996 Flexible Incentive Plan"). Copies of the 1996 Flexible Incentive Plan, which has been adopted “Merger Sub 1 Share”) and held by the Board of Directors of the Issuer prior to the date hereof and, as in effect on the date hereof, has been delivered to the Purchaser prior to the date hereof. Except as set forth on Schedule 3.04(a)(ii), the Certificate of Amendment and the rights provided for in the Securityholders Agreement, the 1996 Flexible Incentive Plan is the only plan or arrangement in existence relating to the issuance of capital stock of the Issuer. All shares of Common Stock to be issued upon conversion of the Series A Preferred and upon the exercise of options granted pursuant to the terms of any stock incentive plans adopted by the Issuer will be duly authorized and validly issued, fully paid and nonassessable. Except as set forth in this Section 3.04(a) or on Schedule 3.04(a)(iii), upon the consummation of the Closing, there will be outstanding no securities of the Issuer and no securities convertible into or exchangeable for, or options or other rights to acquire from the Issuer, or other obligations of the Issuer to issue, directly or indirectly any shares of capital stock of the IssuerPubCo. (b) The PubCo Share and the Merger Sub 1 Share and any PubCo Ordinary Shares and shares of Merger Sub 1 that will be issued pursuant to the Transactions, (A) have been, or will be prior to such issuance, duly authorized and have been, or will be at the time of issuance, validly issued and are fully paid, (B) were, or will be, issued, in compliance in all material respects with applicable Law, and (C) were not, and will not be, issued in breach or violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or other similar right. (c) Except (A) as set forth in Schedule 3.04(bSection 5.02(a), including any PubCo Ordinary Shares and shares of Merger Sub 1 that will be issued pursuant to the Issuer Transactions and (B) the Transaction Documents, (i) no Company Acquisition Entity has authorized, outstanding or issued any Equity Securities; (ii) no Company Acquisition Entity is not obligated to issue, sell or transfer any Equity Securities; (iii) no Company Acquisition Entity is a party or subject to any agreement or understanding Contract that affects or relates to the voting or giving of written consents with respect to, or the right to cause the redemption, or repurchase of, any Equity Security of such Company Acquisition Entity; (iv) no Company Acquisition Entity has granted any registration rights or information rights to any security other Person; (v) there are no phantom shares and there are no voting or the voting similar agreements entered into by any director Company Acquisition Entity which relate to the share capital, registered capital or charter capital of such Company Acquisition Entity; and (vi) no Company Acquisition Entity has any outstanding bonds, debentures, notes or other obligations the Issuerholders of which have the right to vote (or convertible into or exercisable for securities having the right to vote) with the shareholders of such Company Acquisition Entity on any matter or any agreements to issue such bonds, debentures, notes or other obligations. (cd) The outstanding shares PubCo does not own or control, directly or indirectly, any interest in any corporation, partnership, limited liability company, association or other business entity, other than, as of Common Stock have been issuedthe date of this Agreement, Merger Sub 1, and, as of the Closing Date, (i) immediately prior to the consummation of the Initial Merger, Merger Sub 1; (ii) after consummation of the Initial Merger and all outstanding optionsimmediately prior to the consummation of the Second Merger, for the purchase First Surviving Company, Merger Sub 2 and Merger Sub 3; (iii) after consummation of the Second Merger and immediately prior to the Third Merger, the First Surviving Company, the Second Surviving Company and its Subsidiaries and Merger Sub 3; and (iv) upon consummation of the Third Merger, the First Surviving Company, the Third Surviving Company and its Subsidiaries. (e) Merger Sub 1 does not own or acquisition from control, directly or indirectly, any interest in any corporation, partnership, limited liability company, association or other business entity, other than, as of the Issuer Closing Date, (i) after consummation of the Initial Merger and immediately prior to the consummation of the Second Merger, Merger Sub 2 and Merger Sub 3; (ii) after consummation of the Second Merger and immediately prior to the Third Merger, the Second Surviving Company and its Subsidiaries and Merger Sub 3; and (iii) upon consummation of the Third Merger, the Third Surviving Company and its Subsidiaries. (f) No Company Acquisition Entity is obligated to make any investment in or capital contribution to or on behalf of any shares of its capital stock have been granted, other Person other than in accordance connection with the registration or qualification provisions of the Securities Act and any relevant state securities laws or pursuant to valid exemptions therefromTransactions.