Common use of Capitalization, Etc Clause in Contracts

Capitalization, Etc. (A) The authorized capital stock of the Company consists of one thousand (1,000) shares of Common Stock (no par value), of which fifty-one (51) shares have been issued and are outstanding as of the date of this Agreement. The authorized capital stock of the Subsidiary consists of Twenty Million (20,000,000) shares of Common Stock (no par value), of which Five Million (5,000,000) shares have been issued and are outstanding and owned beneficially and of record by the Company. All of the outstanding shares of Company Common Stock and the Subsidiary Common Stock have been duly authorized and validly issued, and are fully paid and non assessable. PART 2.3 of the Disclosure Schedule provides an accurate and complete description of the terms of each repurchase option which is held by the Company and to which any of such shares is subject. (B) Except as set forth in PART 2.3 of the Disclosure Schedule, and except as contemplated by this Agreement, there is no: (i) outstanding subscription, option, call, warrant or right (whether or not currently exercisable) to acquire any shares of the capital stock or other securities of the Company or the Subsidiary; (ii) outstanding security, instrument or obligation that is or may become convertible into or exchangeable for any shares of the capital stock or other securities of the Company or the Subsidiary; (iii) Contract under which the Company or the Subsidiary is or may become obligated to sell or otherwise issue any shares of its capital stock or any other securities; or (iv) condition or circumstance that may give rise to or provide a basis for the assertion of a claim by any Person to the effect that such Person is entitled to acquire or receive any shares of capital stock or other securities of the Company or the Subsidiary. (C) Except as set forth in PART 2.3(C) of the Disclosure Schedule there is no: (i) outstanding subscription, option, call, warrant or right (whether or not currently exercisable) to acquire any shares of the capital stock or other securities of the Company or the Subsidiary; (ii) outstanding security, instrument or obligation that is or may become convertible into or

Capitalization, Etc. (Aa) The authorized capital stock of the Company consists of one thousand fifty million (1,00050,000,000) shares of Company Common Stock (Stock, no par value, of which 11,064,998 shares are issued and outstanding as of the date of this Agreement, 3,025,491 shares are issuable upon the conversion of certain outstanding notes upon the closing of the Merger, and up to 3,500,000 shares are issuable upon the closing of the Merger, as provided in Schedule 2.3(a), and five hundred thousand (500,000) shares of blank check preferred stock, no par value (“Company Preferred Stock”), of which fifty-one (51) zero shares have been are issued and are outstanding as of the date of this Agreement. The authorized capital stock of the Subsidiary consists of Twenty Million (20,000,000) shares of Common Stock (no par value), of which Five Million (5,000,000) shares have been issued and are outstanding and owned beneficially and of record by the Company. All of the outstanding shares of Company Common Stock and the Subsidiary Common Stock have been duly authorized and validly issued, and are fully paid and non assessablenon-assessable and have been issued and granted in material compliance with all applicable securities laws and other applicable Legal Requirements. PART 2.3 No Person other than the Shareholders owns, directly or indirectly, or has the right to vote or control any shares of the Disclosure Schedule provides an accurate and complete description of the terms of each repurchase option which is held by the Company and to which any of such shares is subjectCommon Stock. (Bb) Except as set forth provided in PART 2.3 of the Disclosure Schedule, and except as contemplated by this AgreementSchedule 2.3(b), there is no: (i) outstanding subscription, option, call, warrant or right (whether or not currently exercisable) to acquire any shares of the capital stock Company Common Stock or other securities of the Company or the SubsidiaryCompany; (ii) outstanding security, instrument or obligation that is or may become convertible into or exchangeable for any shares of the capital stock Company Common Stock or other securities of the Company or the SubsidiaryCompany; (iii) Contract under which the Company or the Subsidiary is or may become obligated to sell or otherwise issue any shares of its capital stock Company Common Stock or any other securitiessecurities of the Company; or (iv) condition or circumstance that may give rise to or provide a basis for the assertion of a claim by any Person to the effect that such Person is entitled to acquire or receive any shares of capital stock Company Common Stock or other securities of the Company or the Subsidiary(each such right described in clauses (i) through (iv), a “Company Derivative Security”). (Cc) Except as set forth in PART 2.3(C) of the Disclosure Schedule there is no: (i) outstanding subscriptionThe Company has never repurchased, option, call, warrant redeemed or right (whether or not currently exercisable) to acquire otherwise reacquired any shares of the capital stock Company Common Stock or other securities of the Company or the Subsidiary; (ii) outstanding security, instrument or obligation that is or may become convertible into orCompany.

Capitalization, Etc. (Aa) The authorized capital stock As of the date hereof: (i) the authorized Company Capital Stock consists solely of one thousand (1,000) 250,000,000 shares of Company Common Stock and 5,000,000 shares of Company Preferred Stock, (ii) a total of 28,696,028 shares of Company Common Stock and no par value), shares of which fifty-one (51) shares have been Company Preferred Stock are issued and outstanding, and (iii) 15,686,915 shares of Company Common Stock are outstanding as subject to issuance pursuant to the Company Warrants. As of the date of this Agreement. The authorized capital stock of , the Subsidiary consists of Twenty Million (20,000,000) shares of Common Stock (no par value), of which Five Million (5,000,000) shares have been issued and are outstanding and owned beneficially and of record by the Company. All of the outstanding Company has reserved an additional 3,000,000 shares of Company Common Stock for issuance to employees, non-employee directors and consultants pursuant to the Subsidiary Common Stock have been duly authorized Company Equity Plans, of which 2,208,234 shares are subject to outstanding and validly issuedunexercised Company Options, and 791,766 shares remain available for issuance under the Company Equity Plans. (b) Other than the Company Options and Company Warrants, (A) there are fully paid and non assessable. PART 2.3 no existing options, warrants, calls, rights (including conversion rights, preemptive rights, co-sale rights, rights of the Disclosure Schedule provides an accurate and complete description of the terms of each repurchase option which is held first refusal or other similar rights) issued or granted by the Company and or the Company Subsidiaries or Contracts to which the Company, any Company Subsidiaries, any Company Stockholder, and Company Subsidiary Stockholder or holder of such shares Company Options or Company Warrants, is subject. (B) Except as set forth in PART 2.3 a party requiring, and there are no securities of the Disclosure ScheduleCompany outstanding which upon conversion or exchange would require, and except as contemplated by this Agreementthe issuance, there is no: (i) outstanding subscription, option, call, warrant sale or right (whether or not currently exercisable) to acquire transfer of any additional shares of the capital stock or other equity securities of the Company or the Subsidiary; (ii) outstanding securityother securities convertible into, instrument or obligation that is or may become convertible into or exchangeable for any or evidencing the right to subscribe for or purchase shares of the capital stock Company Capital Stock or other equity securities of the Company, (B) there are no obligations, contingent or otherwise, of the Company or Company Subsidiaries to (1) repurchase, redeem or otherwise acquire any shares of Company Capital Stock or (2) to make any material investment in (in the Subsidiary; form of a loan, capital contribution or otherwise), or to provide any guarantee (iiiexcluding indemnification obligations) Contract with respect to the obligations of, any Person, (C) there are no outstanding stock appreciation, phantom stock, profit participation or similar rights with respect to the Company and (D) there are no stockholder rights plans (or similar plan commonly referred to as a “poison pill”) or Contracts under which the Company or the any Company Subsidiary is or may become obligated to sell or otherwise issue any shares of its capital stock or any other securities (c) There are no bonds, debentures, notes or other Debt of the Company having the right to vote or consent (or, convertible into, or exchangeable for, securities having the right to vote or consent) on any matters on which the Company Stockholders may vote. There are no voting trusts, irrevocable proxies or other Contracts or understandings to which the Company, or any holder of Company Warrants or Company Options is a party or is bound with respect to the voting or consent of any shares of Company Capital Stock. (d) All of the outstanding shares of Company Capital Stock and Company Subsidiaries capital stock and other securities (including Company Options, and Company Warrants) of the Company have been duly authorized and validly issued, and are fully paid and nonassessable, are not subject to any preemptive rights, purchase options, call options, rights of first refusal or similar rights or any other Liens and have been issued and granted in all material respects in compliance with (i) all applicable securities Laws and other applicable Laws; or and (ii) all requirements set forth in applicable Contracts in all material respects. (e) Part 2.3(e) of the Company Disclosure Schedule contains a true, correct and complete list, as of the date of this Agreement, of all holders of Company Warrants, Company Options and all rights set forth in Part 2.3(a) of the Company Disclosure Schedule. The Company has made available to Parent a true and complete copy of all instruments related to all such rights. (f) All outstanding Company Options have been granted under the Company Equity Plans. The Company has made available to Parent true and complete copies of the Company Equity Plans and the forms of all stock option agreements and grant notices evidencing such Company Options. Part 2.3(f) of the Company Disclosure Schedule contains a true, correct and complete list, as of the date of this Agreement of (i) the name and country of residence (if outside of the U.S.) of the holder of the Company Options, (ii) the number of shares of the Company Common Stock subject to such Company Options, (iii) the vesting schedule of such Company Option, including the number of vested and unvested shares as of the date of this Agreement and any acceleration provisions, (iv) condition the grant date of such Company Option, (v) the exercise price of such Company Option, (vi) the expiration date of such Company Option, (vii) whether early exercise is permitted with respect to such Company Option, (viii) whether such Company Option is an “incentive stock option” (as defined in Section 422 of the Code) or circumstance that may give rise to a non-qualified stock option, and (ix) whether the holder is a current or provide former employee or service provider of the Company. No vesting of Company Options will accelerate in connection with the consummation of the Contemplated Transactions. No Company Option is or has been a basis for “nonqualified deferred compensation plan” within the assertion meaning of a claim by any Person to Section 409A(d)(1) of the effect that such Person is entitled to acquire or receive any shares of capital stock or other securities Code. The treatment of the Company or Options that have been granted under the Subsidiary. (C) Except Company Equity Plans as set forth provided in PART 2.3(C) of this Agreement is permitted pursuant to the Disclosure Schedule there is no: (i) outstanding subscription, option, call, warrant or right (whether or not currently exercisable) to acquire any shares of the capital stock or other securities terms of the Company or Equity Plans, and as of the Subsidiary; First Effective Time, no former holder of a Company Option will have rights with respect to such Company Option (iiother than the rights contemplated by Section 1.6(a) outstanding security, instrument or obligation that is or may become convertible into or(Treatment of Company Warrants and Company Options)).

Capitalization, Etc. (Aa) The authorized capital stock of the Company consists of one thousand (1,000i) fifty million (50,000,000) shares of Company Common Stock (Stock, no par value, of which 17,177,066 shares are presently issued and outstanding (including 5,447,194 shares issued pursuant to the conversion of certain outstanding notes immediately prior to the closing of the Merger and 1,267,000 shares issued immediately prior to the closing of the Merger pursuant to the Company’s private placement), and (ii) five hundred thousand (500,000) shares of blank check preferred stock, no par value (“Company Preferred Stock”), of which fifty-one (51) zero shares have been are issued and are outstanding as of the date of this Agreement. The authorized capital stock of the Subsidiary consists of Twenty Million (20,000,000) shares of Common Stock (no par value), of which Five Million (5,000,000) shares have been issued and are outstanding and owned beneficially and of record by the Company. All of the outstanding shares of Company Common Stock and the Subsidiary Common Stock have been duly authorized and validly issued, and are fully paid and non assessablenon-assessable and have been issued and granted in material compliance with all applicable securities laws and other applicable Legal Requirements. PART 2.3 No Person other than the Shareholders owns, directly or indirectly, or has the right to vote or control any shares of the Disclosure Schedule provides an accurate and complete description of the terms of each repurchase option which is held by the Company and to which any of such shares is subjectCommon Stock. (Bb) Except as set forth provided in PART 2.3 of the Disclosure Schedule, and except as contemplated by this AgreementSchedule 2.3(b), there is no: (i) outstanding subscription, option, call, warrant or right (whether or not currently exercisable) to acquire any shares of the capital stock Company Common Stock or other securities of the Company or the SubsidiaryCompany; (ii) outstanding security, instrument or obligation that is or may become convertible into or exchangeable for any shares of the capital stock Company Common Stock or other securities of the Company or the SubsidiaryCompany; (iii) Contract under which the Company or the Subsidiary is or may become obligated to sell or otherwise issue any shares of its capital stock Company Common Stock or any other securitiessecurities of the Company; or (iv) condition or circumstance that may give rise to or provide a basis for the assertion of a claim by any Person to the effect that such Person is entitled to acquire or receive any shares of capital stock Company Common Stock or other securities of the Company or the Subsidiary(each such right described in clauses (i) through (iv), a “Company Derivative Security”). (Cc) Except as set forth in PART 2.3(C) of the Disclosure Schedule there is no: (i) outstanding subscriptionThe Company has never repurchased, option, call, warrant redeemed or right (whether or not currently exercisable) to acquire otherwise reacquired any shares of the capital stock Company Common Stock or other securities of the Company or the Subsidiary; (ii) outstanding security, instrument or obligation that is or may become convertible into orCompany.

Capitalization, Etc. (Aa) The As of the date of this Agreement, the authorized capital stock of the Company consists of one thousand of: (1,000i) 35,000,000 shares of Company Common Stock (no par value)Stock, of which fifty-one (51) 8,242,531 shares have been issued and are outstanding as of May 1, 1999 (which amount does not materially differ from the number of shares outstanding as of the date of this Agreement. The authorized capital stock of the Subsidiary consists of Twenty Million ); and (20,000,000ii) 5,000,000 shares of Common Stock (no Preferred Stock, $0.01 par value)value per share, of which Five Million (5,000,000) no shares have been issued and or are outstanding and owned beneficially and outstanding. The Company does not hold any shares of record by the Companyits capital stock in its treasury. All of the outstanding shares of Company Common Stock and the Subsidiary Common Stock have been duly authorized and validly issued, and are fully paid and non assessable. PART 2.3 of the Disclosure Schedule provides an accurate nonassessable, and complete description of the terms of each repurchase option which is held by the Company were issued in compliance with all applicable Federal and to which any of such shares is subject. (B) Except as state securities laws and other applicable Legal Requirements and all requirements set forth in PART 2.3 applicable Contracts. None of the Disclosure Scheduleoutstanding shares of Company Common Stock is entitled or subject to any preemptive right, right of participation, right of maintenance or any similar right; and except as contemplated by this Agreement, (ii) there is no: no Company Contract relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (i) outstanding subscriptionor granting any option or similar right with respect to), option, call, warrant or right (whether or not currently exercisable) to acquire any shares of the capital stock or other securities Company Common Stock. Upon consummation of the Company or Merger, (A) the Subsidiary; (ii) outstanding security, instrument or obligation that is or may become convertible into or exchangeable shares of Parent Common Stock issued in exchange for any shares of Company Common Stock that are subject to a Contract pursuant to which the capital stock Company has the right to repurchase, redeem or other securities otherwise reacquire any shares of Company Common Stock will, without any further act of Parent, the Company or any other Person, become subject to the Subsidiary; restrictions, conditions and other provisions contained in such Contract, and (iiiB) Parent will automatically succeed to and become entitled to exercise the Company's rights and remedies under such Contract. The Company is not under any obligation, or is bound by any Contract under pursuant to which the Company or the Subsidiary is or it may become obligated obligated, to sell repurchase, redeem or otherwise issue acquire any outstanding shares of its capital stock or any other securities; or (iv) condition or circumstance that may give rise to or provide a basis for the assertion of a claim by any Person to the effect that such Person is entitled to acquire or receive any shares of capital stock or other securities of the Company or the SubsidiaryCommon Stock. (C) Except as set forth in PART 2.3(C) of the Disclosure Schedule there is no: (i) outstanding subscription, option, call, warrant or right (whether or not currently exercisable) to acquire any shares of the capital stock or other securities of the Company or the Subsidiary; (ii) outstanding security, instrument or obligation that is or may become convertible into or

Capitalization, Etc. (Aa) The authorized capital stock of the Company ETI consists of one thousand (1,000) 8,000 shares of Common Stock (common stock, no par value), value of which fifty-one (51) 200 shares have been issued and are outstanding as outstanding. There are no shares of capital stock held in ETI's treasury. Part 2.3(a) of the date Disclosure Schedule sets forth the names of this Agreement. The authorized capital stock ETI's shareholders and the number of the Subsidiary consists of Twenty Million (20,000,000) shares of Common Stock (no par value), of which Five Million (5,000,000) shares have been issued and are outstanding and ETI common stock owned beneficially and of record by the Companyeach of such shareholders. All of the outstanding shares of Company Common Stock and the Subsidiary Common Stock ETI common stock have been duly authorized and validly issued, and are fully paid and non non-assessable. PART 2.3 of the Disclosure Schedule provides an accurate , and complete description of the terms of each repurchase option which is held by the Company and to which any none of such shares is subjectsubject to any repurchase option or restriction on transfer, except for restrictions set forth in Section 8.1 of the Bylaws of ETI. (Bb) Except as set forth in PART 2.3 of the Disclosure Schedule, and except as contemplated by this Agreement, there There is no: (i) outstanding subscription, option, call, warrant or right (whether or not currently exercisable) to acquire acquire, or otherwise relating to, any shares of the capital stock or other securities of the Company or the SubsidiaryETI; (ii) outstanding security, instrument or obligation that is or may become convertible into or exchangeable for any shares of the capital stock or other securities of the Company or the SubsidiaryETI; (iii) Contract under which the Company or the Subsidiary ETI is or may become obligated to sell or otherwise issue any shares of its capital stock or any other securities; or (iv) condition or circumstance that may give rise to or provide a basis for the assertion of a claim by any Person to the effect that such Person is entitled to acquire or receive any shares of capital stock or other securities of the Company ETI. ETI has never issued or the Subsidiary. (C) Except as set forth in PART 2.3(C) of the Disclosure Schedule there is no: (i) outstanding subscription, granted any option, call, warrant or right (whether to acquire, or not currently exercisable) to acquire otherwise relating to, any shares of the its capital stock or other securities. (c) All outstanding shares of ETI Common Stock have been issued in compliance with (i) all applicable securities of the Company or the Subsidiary; laws and other applicable Legal Requirements, and (ii) outstanding securityall requirements set forth in applicable Contracts. (d) ETI has never repurchased, instrument redeemed or obligation that is otherwise reacquired any shares of capital stock or may become convertible into orother securities.

Capitalization, Etc. (Aa) The authorized capital stock of the Company consists of one hundred thousand (1,000100,000) shares of Company Common Stock (no Stock, $0.01 par value)value per share, of which fifty-one hundred thousand (51100,000) shares have been issued and are outstanding as of the date of this Agreement. The authorized capital stock of the Subsidiary consists of Twenty Million (20,000,000) shares of Common Stock (no par value), of which Five Million (5,000,000) shares have been issued Agreement and are outstanding and owned beneficially and of record held by the CompanyStockholders as provided in Schedule 2.3(a). All of the outstanding shares of Company Common Stock and the Subsidiary Common Stock have been duly authorized and validly issued, and are fully paid and non assessablenon-assessable and have been issued and granted in compliance with all applicable securities laws and other applicable Legal Requirements. PART 2.3 No Person other than the Stockholders owns, directly or indirectly, or has the right to vote or control any shares of the Disclosure Schedule provides an accurate Company Common Stock and complete description of the terms of each repurchase option which there is held by no Encumbrance on the Company and to which any of such shares is subjectCommon Stock. (Bi) Except as set forth in PART 2.3 of the Disclosure Schedule, and except as contemplated by this Agreement, there There is no: (i) outstanding subscription, option, call, warrant or right (whether or not currently exercisable) to acquire any shares of the capital stock Company Common Stock or other securities of the Company or the SubsidiaryCompany; (ii) outstanding security, instrument or obligation that is or may become convertible into or exchangeable for any shares of the capital stock Company Common Stock or other securities of the Company or the SubsidiaryCompany; (iii) Contract under which the Company or the Subsidiary is or may become obligated to sell or otherwise issue any shares of its capital stock Company Common Stock or any other securitiessecurities of the Company; or (iv) condition or circumstance that may give rise to or provide a basis for the assertion of a claim by any Person to the effect that such Person is entitled to acquire or receive any shares of capital stock Company Common Stock or other securities of the Company or the Subsidiary(each such right described in clauses (i) through (iv), a “Company Option”). (Cii) Except The Company has never repurchased, redeemed or otherwise reacquired any shares of Company Common Stock or other securities of the Company. (b) The outstanding capital of Interests consists of one thousand (1,000) units (the “Interests Units”). All of the outstanding Interests Units have been duly authorized and validly issued, and are fully paid and non-assessable and have been issued and granted in compliance with all applicable securities laws and other applicable Legal Requirements. There are no repurchase options held by any Person with respect to the Interests Units. No Person other than the Company owns, directly or indirectly, or has the right to vote or control any Interests Units and there is no Encumbrance on the Interests Units except as set forth in PART 2.3(Con Schedule 2.3(b). (i) of the Disclosure Schedule there There is no: (i) outstanding subscription, option, call, warrant or right (whether or not currently exercisable) to acquire any shares of the capital stock Interests Units or other securities of the Company or the SubsidiaryInterests; (ii) outstanding security, instrument or obligation that is or may become convertible into oror exchangeable for any Interests Units or other securities of Interests; (iii) Contract under which Interests is or may become obligated to sell or otherwise issue any Interests Units or any other securities of Interests; or (iv) condition or circumstance that may give rise to or provide a basis for the assertion of a claim by any Person to the effect that such Person is entitled to acquire or receive any Interests Units or other securities of Interests. (ii) Except as set forth in Schedule 2.3(b)(ii), Interests has never repurchased, redeemed or otherwise reacquired any Interests Units or other securities of Interests. Any securities so reacquired by Interests were reacquired in compliance with the applicable provisions of the DGCL and all other applicable Legal Requirements. (c) The outstanding capital of SkyMall consists of one hundred (100) units (the “SkyMall Units”). All of the outstanding SkyMall Units have been duly authorized and validly issued, and are fully paid and non-assessable and have been issued and granted in compliance with all applicable securities laws and other applicable Legal Requirements. There are no repurchase options held by any Person with respect to the SkyMall Units. No Person other than Interests owns, directly or indirectly, or has the right to vote or control any SkyMall Units and there is no Encumbrance on the SkyMall Units except as set forth on Schedule 2.3(c). (i) There is no: (i) outstanding subscription, option, call, warrant or right (whether or not currently exercisable) to acquire any SkyMall Units or other securities of SkyMall; (ii) outstanding security, instrument or obligation that is or may become convertible into or exchangeable for any SkyMall Units or other securities of SkyMall; (iii) Contract under which SkyMall is or may become obligated to sell or otherwise issue any SkyMall Units or any other securities of SkyMall; or (iv) condition or circumstance that may give rise to or provide a basis for the assertion of a claim by any Person to the effect that such Person is entitled to acquire or receive any SkyMall Units or other securities of SkyMall. (ii) Except as set forth in Schedule 2.3(c)(ii), SkyMall has never repurchased, redeemed or otherwise reacquired any SkyMall Units or other securities of SkyMall. Any securities so reacquired by SkyMall were reacquired in compliance with the applicable provisions of the DGCL and all other applicable Legal Requirements. (d) The outstanding capital of Ventures consists of one hundred (100) units (the “Ventures Units”). All of the outstanding Ventures Units have been duly authorized and validly issued, and are fully paid and non-assessable and have been issued and granted in compliance with all applicable securities laws and other applicable Legal Requirements. There are no repurchase options held by any Person with respect to the Ventures Units. No Person other than SkyMall owns, directly or indirectly, or has the right to vote or control any Venture Units and there is no Encumbrance on the Ventures Units except as set forth on Schedule 2.3(d). (i) There is no: (i) outstanding subscription, option, call, warrant or right (whether or not currently exercisable) to acquire any Ventures Units or other securities of Ventures; (ii) outstanding security, instrument or obligation that is or may become convertible into or exchangeable for any Ventures Units or other securities of Ventures; (iii) Contract under which Ventures is or may become obligated to sell or otherwise issue any Ventures Units or any other securities of Ventures; or (iv) condition or circumstance that may give rise to or provide a basis for the assertion of a claim by any Person to the effect that such Person is entitled to acquire or receive any Ventures Units or other securities of Ventures. (ii) Except as set forth in Schedule 2.3(d)(ii), Ventures has never repurchased, redeemed or otherwise reacquired any Ventures Unit or other securities of Ventures. Any securities so reacquired by Ventures were reacquired in compliance with the applicable provisions of the NRS and all other applicable Legal Requirements.

Capitalization, Etc. (Aa) The authorized capital stock of the Company consists of one thousand of: (1,000i) shares of Common Stock (no par value)200,000,000 Shares, of which fifty-one (51) shares have been 73,430,031 Shares were issued and are outstanding as of the close of business on the day immediately preceding the date of this Agreement. The authorized capital stock of Agreement (including the Subsidiary consists of Twenty Million Company Restricted Shares); and (20,000,000ii) 5,000,000 shares of Common Company Preferred Stock. No shares of Company Preferred Stock (no par value), of which Five Million (5,000,000) shares have been issued and or are outstanding and owned beneficially and of record by the Companyoutstanding. All of the outstanding shares of Company Common Stock and the Subsidiary Common Stock Shares have been duly authorized and validly issued, and are fully paid and non assessablenonassessable. PART 2.3 The Company has no shares of the Disclosure Schedule provides an accurate and complete description of the terms of each repurchase option which is held by the Company and to which any of such shares is subjectcapital stock reserved for issuance, other than those as set forth in this Section 3.3. (Bb) Except as set forth in PART 2.3 the Company’s certificate of incorporation, as amended prior to the date of this Agreement, (i) none of the Disclosure Scheduleoutstanding Shares is entitled or subject to any preemptive right, antidilutive right, right of repurchase or forfeiture, right of participation, right of maintenance, conversion right, redemption right or any similar right; (ii) none of the outstanding Shares is subject to any right of first refusal in favor of the Company; (iii) there are no outstanding bonds, debentures, notes or other indebtedness of the Acquired Corporations having a right to vote (or convertible into or exercisable for such securities having the right to vote) on any matters on which the stockholders of the Company have a right to vote; (iv) there is no Company Contract relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or from granting any option or similar right with respect to), any Shares. None of the Acquired Corporations is under any obligation, or is bound by any Contract pursuant to which it may become obligated, to repurchase, redeem or otherwise acquire any outstanding Shares or other securities. (c) The Company has no shares of capital stock reserved for issuance, except that, as of the date of this Agreement: (i) 5,493,657 Shares are subject to issuance pursuant to Company Options, 656,255 Shares are subject to issuance pursuant to Company RSUs, 101,425 Shares are subject to issuance pursuant to Company PSUs and no Shares are subject to issuance pursuant to Company Stock Awards, in each case granted and outstanding under the Company’s 2005 Equity Incentive Plan, as amended (the “2005 Plan”); (ii) 11,323 Shares are subject to outstanding purchase rights (each outstanding purchase right, an “ESPP Purchase Right”) pursuant to the Company’s Employee Stock Purchase Plan (the “ESPP”); (iii) 5,800,635 Shares are issuable upon conversion of the Company’s 4.00% Convertible Senior Notes due 2016 issued pursuant to the Supplemental Indenture in an initial aggregate principal amount of $230 million (the “Convertible Senior Notes”); and (iv) 21,804 Shares are subject to issuance pursuant to Company Options granted and outstanding under the Company’s 1996 Non-Employee Directors’ Stock Option Plan, as amended (the “1996 Director Plan”) and the Company’s 1996 Equity Incentive Plan, as amended (the “1996 Plan”, and except collectively with the 1996 Director Plan, the “Prior Plans”). The Company has delivered or otherwise made available to Parent or Parent’s Representatives prior to the date of this Agreement true and complete copies of all Company Equity Plans covering the Company Options, Company RSUs, Company PSUs, Company Stock Awards and ESPP Purchase Rights outstanding as contemplated by of the date of this Agreement, the forms of all stock award agreements evidencing such Company Options, Company RSUs, Company PSUs, Company Stock Awards and ESPP Purchase Rights (and any other stock award agreements to the extent there are variations from the form of agreement). Each (A) Company Option, Company RSU, Company PSU, Company Stock Award and ESPP Purchase Right was granted in compliance in all material respects with all applicable Legal Requirements and all of the terms and conditions of the Company Equity Plan pursuant to which it was issued, (B) Company Option and, if applicable, Company Stock Award, has an exercise price per Share equal to or greater than the fair market value of a Share as determined pursuant to the terms of the 2005 Plan, the 1996 Director Plan, or the 1996 Plan, as applicable, on the date of such grant, (C) Company Option and, if applicable, Company Stock Award has a grant date identical to (or following) the date on which the Company’s Board of Directors or compensation committee actually awarded such Company Option or, if applicable Company Stock Award, and (D) Company Option, Company RSU, Company PSU, Company Stock Award and ESPP Purchase Right does not trigger any liability for the holder thereof under Section 409A of the Code. Part 3.3(c) of the Company Disclosure Schedule contains a correct and complete list of each outstanding Company Option, Company RSU, Company PSU, Company Stock Award and ESPP Purchase Right as of August 23, 2013, including the holder’s name, country and state of residence, date of grant, exercise or reference price (if applicable), number of Shares subject thereto, number of Shares vested as of such date, vesting schedule, whether any Company Option is intended to qualify as an Incentive Stock Option (within the meaning of the Code), and the Company Equity Plan under which such Company Option, Company RSU, Company PSU, Company Stock Award and ESPP Purchase Right was granted. Part 3.3(c) of the Company Disclosure Schedule contains a list of each individual who has a Pending Equity Grant as of the date of this Agreement and a brief description thereof. Part 3.3(c) of the Company Disclosure Schedule sets forth the conversion rate for the Convertible Senior Notes. (d) All of the outstanding capital stock or other voting securities of, or ownership interests in, each Subsidiary of the Company are duly authorized, validly issued, fully paid and nonassessable and owned by the Company, free and clear of any Encumbrance (except for Permitted Encumbrances). None of the Acquired Corporations own any voting interest in any Person except for the voting interests in the Subsidiaries of the Company. (e) Except as set forth in Section 3.3(c), there is no: (i) outstanding subscription, option, call, warrant warrant, agreement, arrangement, commitment or other right (whether or not currently exercisable) to acquire any shares of the capital stock, restricted stock unit, stock-based performance unit, shares of phantom stock, stock appreciation right, profit participation right or any other right that is linked to, or the value of which is in any way based on or derived from, the value of any shares of capital stock or other securities of any of the Company or the SubsidiaryAcquired Corporations; (ii) outstanding security, instrument instrument, bond, debenture, note or obligation that is or may become convertible into or exchangeable for any shares of the capital stock or other securities of any of the Company Acquired Corporations; or the Subsidiary; (iii) stockholder rights plan (or similar plan commonly referred to as a “poison pill”) or Contract under which any of the Company or the Subsidiary Acquired Corporations is or may become obligated to sell or otherwise issue any shares of its capital stock or any other securities; or (iv) condition or circumstance that may give rise to or provide a basis for the assertion of a claim by any Person to the effect that such Person is entitled to acquire or receive any shares of capital stock or other securities of the Company or the Subsidiary. (C) Except as set forth in PART 2.3(C) of the Disclosure Schedule there is no: (i) outstanding subscription, option, call, warrant or right (whether or not currently exercisable) to acquire any shares of the capital stock or other securities of the Company or the Subsidiary; (ii) outstanding security, instrument or obligation that is or may become convertible into or

Capitalization, Etc. (Aa) The authorized capital stock of the Company consists of one thousand of: (1,000i) 100,000,000 shares of Common Stock (no common stock, par value)value $0.0001 per share, of which fifty-one (51) 3,000,000 shares have been issued and are outstanding as of the date of this Agreement. The authorized capital stock of the Subsidiary consists of Twenty Million outstanding; and (20,000,000ii) 10,000,000 shares of Common Stock (no blank check preferred stock, par value)value $0.0001 per share, of which Five Million (5,000,000) shares have been none are issued and are outstanding and owned beneficially and of record by the Companyoutstanding. All of the outstanding shares of Company Common Stock and the Subsidiary Common Stock Company’s capital stock have been duly authorized and validly issued, issued and are fully paid and non assessablenonassessable. PART 2.3 All of the Disclosure Schedule provides an accurate and complete description outstanding shares of the terms of each repurchase option which is held by the Company Company’s capital stock and to which any of such shares is subject. (B) Except as set forth in PART 2.3 all of the Disclosure Scheduleoutstanding subscriptions, and except as contemplated by this Agreementoptions, there is no: (i) outstanding subscriptioncalls, option, call, warrant warrants or right rights (whether or not currently exercisable) to acquire any shares of the Company’s capital stock or other securities of the Company have been issued in compliance with all applicable federal and state securities laws and other applicable Legal Requirements and all requirements set forth in the Company Corporate Documents and Company Contracts. Except with respect to the proposed Repurchase, no shares of the Company capital stock are subject to a repurchase option in favor of the Company. (b) There are no: (i) outstanding subscriptions, options, calls, warrants or rights (whether or not currently exercisable) to acquire any shares of the SubsidiaryCompany’s capital stock or other securities of the Company; (ii) outstanding securitysecurities, instrument notes, instruments or obligation obligations that is are or may become convertible into or exchangeable for any shares of the Company’s capital stock or other securities of the Company or the SubsidiaryCompany; (iii) Contract outstanding or authorized stock appreciation, phantom stock or similar rights with respect to the capital stock of the Company; (iv) Contracts (other than the Transaction Documents and documents relating to the Private Placement) under which the Company or the Subsidiary is or may become obligated to sell sell, transfer, exchange or otherwise issue any shares of its the Company’s capital stock or any other securitiessecurities of the Company; (v) agreements, voting trusts, proxies or understandings with respect to the voting, or registration under the Securities Act, of any shares of the Company; or (ivvi) condition conditions or circumstance circumstances that may give rise to or provide a basis for the assertion of a claim by any Person to the effect that such Person is entitled to acquire or receive any shares of the Company’s capital stock or other securities of the Company or the SubsidiaryCompany. (Cc) Except as set forth in PART 2.3(C) of the Disclosure Schedule there is no: (i) outstanding subscription, option, call, warrant The Company does not have any stock option plans or right (whether or not currently exercisable) to acquire any shares of the capital other stock or other securities of the Company or the Subsidiary; (ii) outstanding security, instrument or obligation that is or may become convertible into orequity related plans.

Capitalization, Etc. (Aa) The authorized capital stock of the Company consists of one thousand One million (1,0001,000,000) shares of Company Common Stock (no Stock, $1.00 par value)value per share, of which fiftySeven hundred seventy-three and sixty-six one hundredths (51773.66) shares have been are issued and are outstanding as of the date of this Agreement. The authorized capital stock of the Subsidiary consists of Twenty Million (20,000,000) shares of Common Stock (no par value), of which Five Million (5,000,000) shares have been issued Agreement and are outstanding and owned beneficially and of record held by the CompanyStockholders as provided in Schedule 2.3(a). All of the outstanding shares of Company Common Stock and the Subsidiary Common Stock have been duly authorized and validly issued, and are fully paid and non assessablenon-assessable and have been issued and granted in compliance with all applicable securities laws and other applicable Legal Requirements. PART 2.3 No Person other than the Stockholders owns, directly or indirectly, or has the right to vote or control any shares of the Disclosure Schedule provides an accurate Company Common Stock and complete description of the terms of each repurchase option which there is held by no Encumbrance on the Company and to which any of such shares is subjectCommon Stock. (Bb) Except as set forth in PART 2.3 of the Disclosure Schedule, and except as contemplated by this Agreement, there There is no: (i) outstanding subscription, option, call, warrant or right (whether or not currently exercisable) to acquire any shares of the capital stock Company Common Stock or other securities of the Company or the SubsidiaryCompany; (ii) outstanding security, instrument or obligation that is or may become convertible into or exchangeable for any shares of the capital stock Company Common Stock or other securities of the Company or the SubsidiaryCompany; (iii) Contract under which the Company or the Subsidiary is or may become obligated to sell or otherwise issue any shares of its capital stock Company Common Stock or any other securitiessecurities of the Company; or (iv) condition or circumstance that may give rise to or provide a basis for the assertion of a claim by any Person to the effect that such Person is entitled to acquire or receive any shares of capital stock Company Common Stock or other securities of the Company or the Subsidiary. (C) Except as set forth each such right described in PART 2.3(C) of the Disclosure Schedule there is no: clauses (i) outstanding subscriptionthrough (iv), option, call, warrant or right (whether or not currently exercisable) to acquire any shares of the capital stock or other securities of the a “Company or the Subsidiary; (ii) outstanding security, instrument or obligation that is or may become convertible into orOption”).

Capitalization, Etc. (Aa) The authorized capital stock of the Company consists of one thousand of: (1,000i) shares of Common Stock (no par value)200,000,000 Shares, of which fifty-one (51) shares have been 32,066,998 Shares were issued and are outstanding as of the date close of this Agreement. The authorized capital stock of the Subsidiary consists of Twenty Million business on May 4, 2015 and (20,000,000ii) 25,000,000 shares of Common Stock (no par value)Company Preferred Stock, of which Five Million (5,000,000) no shares have been were issued and are outstanding and owned beneficially and as of record by the Companyclose of business on May 4, 2015. All of the outstanding shares of Company Common Stock and the Subsidiary Common Stock Shares have been duly authorized and validly issued, and are fully paid and non assessable. PART 2.3 of the Disclosure Schedule provides an accurate and complete description of the terms of each repurchase option which is held by the Company and to which any of such shares is subjectnonassessable. (Bb) Except as set forth in PART 2.3 Part 3.3(b) of the Company Disclosure Schedule, and except as contemplated by this Agreement, there is no: Letter (i) outstanding subscription, option, call, warrant or right (whether or not currently exercisable) to acquire any shares none of the capital stock outstanding Shares is entitled or other securities subject to, or has been issued in violation of, any preemptive right, antidilutive right, vesting condition, right of the Company repurchase or the Subsidiaryforfeiture, right of participation, right of maintenance, conversion right, redemption right or any similar right; (ii) outstanding security, instrument or obligation that is or may become convertible into or exchangeable for any shares none of the capital stock or other securities outstanding Shares is subject to any right of first refusal in favor of the Company or the SubsidiaryCompany; (iii) Contract under there are no outstanding bonds, debentures, notes or other indebtedness of the Company having a right to vote (or convertible into or exercisable for such securities having the right to vote) on any matters on which the stockholders of the Company or the Subsidiary is or may become obligated have a right to sell or otherwise issue any shares of its capital stock vote; (iv) there are no stockholder agreements, proxies, voting trusts or any other securities; Company Contracts relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (iv) condition or circumstance that may give rise to from granting any option or provide a basis for similar right with respect to), any Shares. None of the assertion of a claim Acquired Corporations is under any obligation, or is bound by any Person Contract pursuant to the effect that such Person is entitled which it may become obligated, to repurchase, redeem or otherwise acquire or receive any shares of capital stock outstanding Shares or other securities of the Company or the Subsidiarysecurities. (C) Except as set forth in PART 2.3(C) of the Disclosure Schedule there is no: (i) outstanding subscription, option, call, warrant or right (whether or not currently exercisable) to acquire any shares of the capital stock or other securities of the Company or the Subsidiary; (ii) outstanding security, instrument or obligation that is or may become convertible into or

Capitalization, Etc. (Aa) The Immediately prior to the Closing, the authorized capital stock of the Company consists shall consist of one thousand (1,000) 1,000,000 shares of common stock, without par value ("Company Common Stock (no par valueStock"), of which fifty-one (51) 722,758 shares have been of Company Common Stock shall be issued and are outstanding as outstanding, and no other class of the date of this Agreement. The authorized capital stock of the Subsidiary consists of Twenty Million (20,000,000) shares of Common Stock (no par value), of which Five Million (5,000,000) shares have been issued and are outstanding and owned beneficially and of record by Company shall be authorized or outstanding. Immediately prior to the Company. All Closing all of the outstanding shares of Company Common Stock and the Subsidiary Common Stock shall have been duly authorized and validly issued, and are shall be fully paid and non non-assessable. PART All shares of the Company's equity securities are subject to a repurchase option that is held by the Company pursuant to an Amended Buy-Sell Agreement dated as of October 23, 1998, a copy of which has been previously delivered to Parent. (b) Part 2.3 of the Disclosure Schedule provides an accurate and complete description accurately sets forth each of the terms of each repurchase option which is held by the Company record and to which any of such shares is subject. (B) Except as set forth in PART 2.3 beneficial holders of the Disclosure Scheduleoutstanding capital stock of the Company, including without limitation the name, address and except number of shares of each, as contemplated by this Agreementof the time immediately prior to the Closing. As of the time immediately prior to the Closing, there is shall be no: (i) outstanding Company Option; (ii) outstanding subscription, option, call, warrant or right (whether or not currently exercisable) to acquire any shares of the capital stock or other securities of the Company or the SubsidiaryCompany; (iiiii) outstanding security, instrument or obligation that is or may become convertible into or exchangeable for any shares of the capital stock or other securities of the Company or the SubsidiaryCompany; (iiiiv) Contract under which the Company or the Subsidiary is or may become obligated to sell or otherwise issue any shares of its capital stock or any other securities; (v) Contract under which the Company is or may become obligated to, or have the right to, repurchase any shares of the capital stock or other securities of the Company; or (ivvi) condition or circumstance that may give rise to or provide a basis for the assertion of a claim by any Person to the effect that such Person has, or is entitled to acquire or receive receive, any shares of capital stock or other securities of the Company or the SubsidiaryCompany. (Cc) Except as All outstanding shares of Company Common Stock have been issued and granted in compliance with (i) all applicable securities laws and other applicable Legal Requirements, and (ii) all requirements set forth in PART 2.3(Capplicable Contracts. (d) The Company has not, in the five years prior to the date of the Disclosure Schedule there is no: (i) outstanding subscriptionthis Agreement, optionrepurchased, call, warrant redeemed or right (whether or not currently exercisable) to acquire otherwise reacquired any shares of the capital stock or other securities of the Company or the Subsidiary; (ii) outstanding security, instrument or obligation that is or may become convertible into orCompany.

Capitalization, Etc. (Aa) The authorized capital stock of the Company ABAS consists of one thousand (1,000) 10,000 shares of Common Stock (no par value)common stock, of which fifty-one (51) 3,000 shares have been issued and are outstanding as of the date of this Agreementoutstanding. The authorized capital stock of the Subsidiary TPA consists of Twenty Million (20,000,000) 1,000 shares of Common Stock (no par value)common stock, of which Five Million (5,000,000) 300 shares have been issued and are outstanding outstanding. There are no shares of capital stock held in the Companies' treasury. Part 2.3(a) of the Disclosure Schedule sets forth the names of the Companies' shareholders and the number of shares of the Companies Common Stock owned beneficially and of record by the Companyeach of such shareholders. All of the outstanding shares of Company Common Stock and the Subsidiary Companies Common Stock have been duly authorized and validly issued, and are fully paid and non non-assessable. PART 2.3 of the Disclosure Schedule provides an accurate , and complete description of the terms of each repurchase option which is held by the Company and to which any none of such shares is subjectsubject to any repurchase option or restriction on transfer except as provided in that certain Shareholders Agreement dated December 22, 1993 (the "Shareholders Agreement"), by and among ABAS and the Shareholders. (Bb) Except as set forth in PART 2.3 of the Disclosure Schedule, and except as contemplated by this Agreement, there There is no: (i) outstanding subscription, option, call, warrant or right (whether or not currently exercisable) to acquire acquire, or otherwise relating to, any shares of the capital stock or other securities of either of the Company or the SubsidiaryCompanies; (ii) outstanding security, instrument or obligation that is or may become convertible into or exchangeable for any shares of the capital stock or other securities of either of the Company or the SubsidiaryCompanies; (iii) Contract under which either of the Company or the Subsidiary Companies is or may become obligated to sell or otherwise issue any shares of its capital stock or any other securities; or (iv) condition or circumstance that may give rise to or provide a basis for the assertion of a claim by any Person to the effect that such Person is entitled to acquire or receive any shares of capital stock or other securities of either of the Company or the Subsidiary. (C) Companies. Except as set forth in PART 2.3(CPart 2.3(c) of the Disclosure Schedule there is no: (i) outstanding subscriptionSchedule, neither of the Companies has never issued or granted any option, call, warrant or right (whether to acquire, or not currently exercisable) to acquire otherwise relating to, any shares of the its capital stock or other securities securities. (c) All outstanding shares of the Company or the Subsidiary; Companies Common Stock have been issued in compliance with (i) all applicable securities laws and other applicable Legal Requirements, and (ii) outstanding securityall requirements set forth in applicable Contracts. (d) Except as set forth in Part 2.3(e) of the Disclosure Schedule, instrument neither of the Companies has never repurchased, redeemed or obligation that is otherwise reacquired any shares of capital stock or may become convertible into orother securities. All securities so reacquired by either of the Companies were reacquired in compliance with (i) the applicable provisions of the Illinois Business Corporation Act and all other applicable Legal Requirements, and (ii) any requirements set forth in applicable Contracts.

Capitalization, Etc. (Aa) The authorized capital stock of the Company IPSA consists of one thousand (1,000) 1,000,000 shares of Series A Voting Common Stock (no Stock, par value)value $0.001 per share, of which fifty-one 70,000 shares (51the “Series A Shares”) have been issued and are outstanding as of the date of this Agreement, and 1,000,000,000 shares of Series B Nonvoting Common Stock, par value $0.001 per share, of which 7,585,000 shares (the “Series B Shares,” and together with the Series A Shares, the “Shares”) have been issued and are outstanding as of the date of this Agreement. The authorized capital stock of the Subsidiary consists of Twenty Million (20,000,000) shares of Common Stock (no par value), of which Five Million (5,000,000) shares have been issued and are outstanding and owned beneficially and of record by the Company. All of the outstanding shares of Company Common Stock and the Subsidiary Common Stock Shares (i) have been duly authorized and validly issued, and (ii) are fully paid and non non-assessable. PART 2.3 of the Disclosure Schedule provides an accurate , and complete description of the terms of each repurchase option which is held by the Company (iii) have been issued in material compliance with all applicable securities laws and to which any of such shares is subjectother applicable Legal Requirements. (Bb) The Shares constitute 100% of the issued and outstanding capital stock of IPSA. Except as set forth in PART 2.3 of the Disclosure Schedule, and except as contemplated by this Agreementon Schedule 2.3(b) annexed hereto, there is no: : (i) outstanding subscription, option, call, warrant or right (whether or not currently exercisable) to acquire any shares of the capital stock or other securities of the Company or the Subsidiary; IPSA; (ii) outstanding security, instrument or obligation that is or may become convertible into into, exercisable for or exchangeable for any shares of the capital stock or other securities of the Company or the Subsidiary; IPSA; (iii) Contract under which the Company or the Subsidiary IPSA is or may become obligated to sell or otherwise issue any shares of its capital stock or any other securities; securities of IPSA, or stock appreciation or phantom stock rights; (iv) to IPSA’s knowledge, condition or circumstance that may is reasonably likely to give rise to or provide a basis for the assertion of a claim by any Person to the effect that such Person is entitled to acquire or receive any shares of capital stock or other securities of the Company or the Subsidiary.IPSA; or (Cv) Except as set forth in PART 2.3(C) agreement relating to the voting of the Disclosure Schedule there is no: (i) outstanding subscription, option, call, warrant or right (whether or not currently exercisable) to acquire any shares of the capital stock or other securities of IPSA that will be in effect immediately after the Company Closing. (c) IPSA is under no obligation to repurchase, redeem or the Subsidiary; (ii) outstanding security, instrument otherwise reacquire shares of capital stock or obligation that is or may become convertible into orother securities of IPSA.

Capitalization, Etc. (Aa) The authorized capital stock of the Company consists of of: (i) one thousand million (1,0001,000,000) shares of Company Common Stock (Stock, no par value), of which fifty-one three hundred thousand (51300,000) shares have been issued and are outstanding as outstanding. Lynn X. Xxxxxxxx xxx Davix X. Xxxxxxxx, xxspectively, own 187,500 and 112,500 shares of the date of this Agreement. The authorized capital stock outstanding Company Common Stock, representing all of the Subsidiary consists of Twenty Million (20,000,000) shares of Common Stock (no par value), of which Five Million (5,000,000) shares have been issued and are outstanding and owned beneficially and of record by the CompanyCompany Common Stock. All of the outstanding shares of Company Common Stock and the Subsidiary Common Stock have been duly authorized and validly issued, and are fully paid and non non-assessable. PART 2.3 of the Disclosure Schedule provides an accurate , and complete description of the terms of each repurchase option which is held by the Company and to which any none of such shares is subjectsubject to any repurchase option or restriction on transfer (other than restrictions on transfer imposed by virtue of applicable federal and state securities laws). (Bb) Except as set forth in PART 2.3 of the Disclosure Schedule, and except as contemplated by this Agreement, there There is no: (i) outstanding subscription, option, call, warrant or right (whether or not currently exercisable) to acquire acquire, or otherwise relating to, any shares of the capital stock or other securities of the Company or the SubsidiaryCompany; (ii) outstanding security, instrument or obligation that is or may become convertible into or exchangeable for any shares of the capital stock or other securities of the Company or the SubsidiaryCompany; (iii) Contract under which the Company or the Subsidiary is or may become obligated to sell or otherwise issue any shares of its capital stock or any other securities; or (iv) condition or circumstance that may give rise to or provide a basis for the assertion of a claim by any Person to the effect that such Person is entitled to acquire or receive any shares of capital stock or other securities of the Company or the SubsidiaryCompany. (Cc) Except as set forth in PART 2.3(C) The Shareholders together own, beneficially and of record, and have good, valid and marketable title to the shares of Company Common Stock. All of the Disclosure Schedule there is no: (i) outstanding subscription, option, call, warrant or right (whether or not currently exercisable) to acquire any shares of Company Common Stock are owned by the capital stock or other securities Shareholders free and clear of any Encumbrances. The Shareholders have full and unrestricted right and power to sell and deliver the Company Common Stock pursuant to the provisions of this Agreement without the consent or the Subsidiary; (ii) outstanding security, instrument or obligation that is or may become convertible into orapproval of any other person.

Capitalization, Etc. (A) The authorized capital stock of the Company consists of one thousand of: (1,000i) 5,000,000 shares of Common Stock (no Stock, $0.01, par value), of which fifty-one (51) 1,597,130 shares have been issued and are outstanding as of the date of this Agreement. The authorized capital stock of the Subsidiary consists of Twenty Million ; and (20,000,000ii) 621,801 shares of Common Preferred Stock (no with $.01 par valuevalue per share), of which Five Million (5,000,000) shares 521,801 have been designated "SERIES A PREFERRED STOCK" and 100,000 have been designated "SERIES B PREFERRED STOCK." As of the date of this Agreement there are issued and are outstanding 521,801 shares of Series A Preferred Stock and owned beneficially 100,000 shares of Series B Preferred Stock. Each outstanding share of Series A Preferred Stock and Series B Preferred Stock is convertible into one share of record by the CompanyCompany Common Stock. All of the outstanding shares of Company Common Stock, Series A Preferred Stock and the Subsidiary Common Series B Preferred Stock have been duly authorized and validly issued, and are fully paid and non non-assessable. PART 2.3 As of immediately prior to the Closing there shall be no Company stock option (including the Company Options which shall have been converted into capital stock of the Disclosure Schedule provides an accurate and complete description of the terms of each repurchase option which is held by the Company and to which any of such shares is subject. (B) or cancelled), warrant, convertible or contingent security whatsoever outstanding. Except as set forth in PART Part 2.3 of the Disclosure Schedule, and except as contemplated by this Agreement, there is no: (i) outstanding subscription, option, call, warrant or right (whether or not currently exercisable, vested or unvested) to acquire any shares of the capital stock or other securities of the Company or the Subsidiary("COMPANY OPTION"); (ii) outstanding security, instrument or obligation that is or may become convertible into or exchangeable for any shares of the capital stock or other securities of the Company or the SubsidiaryCompany; (iii) Contract under which the Company or the Subsidiary is or may become obligated to sell or otherwise issue any shares of its capital stock or any other securities; or (iv) to the best of the knowledge of the Company and the Designated Shareholders, a condition or circumstance that may give rise to or provide a basis for the assertion of a claim by any Person to the effect that such Person is entitled to acquire or receive any shares of capital stock or other securities of the Company or the SubsidiaryCompany. (C) Except as set forth in PART 2.3(C) of the Disclosure Schedule there is no: (i) outstanding subscription, option, call, warrant or right (whether or not currently exercisable) to acquire any shares of the capital stock or other securities of the Company or the Subsidiary; (ii) outstanding security, instrument or obligation that is or may become convertible into or

Capitalization, Etc. (Aa) The authorized capital stock of the Company consists of one thousand (1,000) of: 100,000 shares of Common Stock (with no par value), of which fifty-one (51) 80,142 shares have been issued and are outstanding as of the date of this Agreement. The authorized capital stock of the Subsidiary consists of Twenty Million (20,000,000) shares of Common Stock (no par value), of which Five Million (5,000,000) shares have been issued and are outstanding and owned beneficially and of record by the Company. All of the outstanding shares of Company Common Stock and the Subsidiary Common Stock have been duly authorized and validly issued, and are fully paid and non non-assessable. PART 2.3 No repurchase option exists in favor of the Disclosure Schedule provides an accurate and complete description of the terms of each repurchase option which is held by the Company and with respect to which any of such shares. No shares is subjectof preferred stock have been issued or outstanding. (Bb) Except as set forth in PART 2.3 of the Disclosure Schedule, and except as contemplated by this Agreement, there There is no: (i) outstanding subscription, option, call, warrant or right (whether or not currently exercisable) to acquire any shares of the capital stock or other securities of the Company or the SubsidiaryCompany; (ii) outstanding security, instrument or obligation that is or may become convertible into or exchangeable for any shares of the capital stock or other securities of the Company or the SubsidiaryCompany; (iii) Contract under which the Company or the Subsidiary is or may become obligated to sell or otherwise issue any shares of its capital stock or any other securities; or (iv) to the best of the knowledge of the Company, condition or circumstance that may give rise to or provide a basis for the assertion of a claim by any Person to the effect that such Person is entitled to acquire or receive any shares of capital stock or other securities of the Company or the SubsidiaryCompany. (Cc) Except as All outstanding shares of Company Common Stock have been issued and granted in compliance with (i) all applicable securities laws and other applicable Legal Requirements and (ii) all requirements set forth in PART 2.3(Capplicable Contracts. (d) of the Disclosure Schedule there is no: (i) outstanding subscriptionThe Company has never repurchased, option, call, warrant redeemed or right (whether or not currently exercisable) to acquire otherwise reacquired any shares of the capital stock or other securities of the Company. All securities so reacquired by the Company or were reacquired in compliance with (i) the Subsidiary; applicable provisions of the CGCL and all other applicable Legal Requirements and (ii) outstanding securityall requirements set forth in applicable restricted stock purchase agreements and other applicable Contracts. (e) As of the date of the Information Statement (as defined in Section 5.3) and as of the date the Information Statement is delivered to the Company's shareholders, instrument each Holder is an "accredited investor" within the meaning of Regulation D. Each Person that, immediately prior to the Closing, held shares of Company Common Stock, is resident in the state set forth opposite such Person's name on Schedule 2.3(e). (f) The Company has no obligation to issue shares of NES capital stock to Alan Butler, Douglxx Xxxxxxxxam, Xxxxxxxxxxx Xxxxy, Xxxxxxxxx Xxxxxxer xx xxx xxxxx Xxxxon, and no Person other than the Persons listed on Schedule 2.3(e) has any claim to any shares of NES capital stock or obligation that is or may become convertible into orother ownership interest in NES.

Capitalization, Etc. (Aa) The authorized capital stock of the Company IFS consists of one thousand of: (1,000i) 500 shares of Common Stock (no common stock having a par value)value of $0.01 per share, of which fifty-one 20 shares (51constituting all of the Shares) shares have been issued and are outstanding as outstanding; and (ii) 500 shares of preferred stock having a par value of $500.00 per share, 150 of which are issued and outstanding. (b) The Selling Stockholder has, and the date Purchaser will acquire at the Closing, good and valid title to the Shares free and clear of this Agreementany Encumbrances. The authorized capital stock of the Subsidiary consists of Twenty Million (20,000,000) shares of Common Stock (no par value)Selling Stockholder owns, of which Five Million (5,000,000) shares have been issued and are outstanding and owned beneficially and of record by the Company. record, 20 Shares of Common Stock. (c) All of the outstanding shares of Company Common Stock and the Subsidiary Common Stock Shares (i) have been duly authorized and validly issued, and (ii) are fully paid and non non-assessable, and (iii) have been issued in full compliance with all applicable securities laws and other applicable Legal Requirements. PART 2.3 of The Selling Stockholder has delivered to the Disclosure Schedule provides an Purchaser accurate and complete description copies of the terms of each repurchase option which is held by stock certificates evidencing the Company and to which any of such shares is subjectShares. (Bd) Except as set forth in PART 2.3 of the Disclosure Schedule, and except as contemplated by this Agreement, there There is no: : (i) outstanding subscription, option, call, warrant or right (whether or not currently exercisable) to acquire any shares of the capital stock or other securities of the Company or the Subsidiary; IFS; (ii) outstanding security, instrument or obligation that is or may become convertible into or exchangeable for any shares of the capital stock or other securities of the Company or the Subsidiary; IFS; (iii) Contract under which the Company or the Subsidiary IFS is or may become obligated to sell or otherwise issue any shares of its capital stock or any other securities; or or (iv) condition or circumstance that may directly or indirectly give rise to or provide a basis for the assertion of a claim by any Person to the effect that such Person is entitled to acquire or receive any shares of capital stock or other securities of the Company or the SubsidiaryIFS. (Ce) Except as set forth in PART 2.3(C) Part 3.2 of the Disclosure Schedule there is no: (i) outstanding subscriptionSchedule, optionIFS has never repurchased, call, warrant redeemed or right (whether or not currently exercisable) to acquire otherwise reacquired any shares of the capital stock or other securities. All securities so reacquired by IFS were reacquired in full compliance with the applicable provisions of the Company or the Subsidiary; (ii) outstanding security, instrument or obligation that is or may become convertible into orDelaware General Corporation Law and with all other applicable Legal Requirements.

Capitalization, Etc. (Aa) The authorized capital stock of the Company consists of one thousand of: (1,000i) 20,916,667 shares of the Company’s Common Stock (no par valuethe “Common Stock”), of which fifty-one (51) 500,000 shares have been are issued and outstanding; (ii) 5,166,667 shares of Series B Preferred Stock, none of which are outstanding as issued and outstanding; (iii) 10,000,000 shares of Series A Preferred Stock, all of which are issued and outstanding; and (iv) 2,750,000 shares of the date of this Agreement. The authorized capital stock of the Subsidiary consists of Twenty Million (20,000,000) shares of Common Stock (no par value)Company’s Series A-1 Preferred Stock, all of which Five Million (5,000,000) shares have been are issued and are outstanding and owned beneficially and of record by the Companyoutstanding. All of the outstanding shares of Company Common Stock and the Subsidiary Common Stock Company’s capital stock have been duly authorized and validly issued, issued and are fully paid and non assessablenonassessable. PART 2.3 All of the Disclosure Schedule provides an accurate and complete description outstanding shares of the terms of each repurchase option which is held by the Company Company’s capital stock and to which any of such shares is subject. (B) Except as set forth in PART 2.3 all of the Disclosure Scheduleoutstanding subscriptions, and except as contemplated by this Agreementoptions, there is no: (i) outstanding subscriptioncalls, option, call, warrant warrants or right rights (whether or not currently exercisable) to acquire any shares of the Company’s capital stock or other securities of the Company have been issued in compliance with all applicable federal and state securities laws and other applicable legal requirements, as well as all requirements set forth in the Company Documents and any agreements to which the Company is a party relating to the issuance of such shares of the Company’s capital stock or other securities of the SubsidiaryCompany. No shares of the Company’s capital stock are subject to a repurchase option in favor of the Company, and the Company has never repurchased, redeemed or otherwise reacquired any shares of the Company’s capital stock or other securities of the Company. (b) There are no: (i) outstanding subscriptions, options, calls, warrants or rights (whether or not currently exercisable, including conversion or preemptive rights and rights of first refusal or similar rights) to acquire any shares of the Company’s capital stock or other securities of the Company; (ii) outstanding securitysecurities, instrument notes, instruments or obligation obligations that is are or may become convertible into or exchangeable for any shares of the Company’s capital stock or other securities of the Company or the SubsidiaryCompany; (iii) Contract outstanding or authorized stock appreciation, phantom stock or similar rights with respect to the capital stock of the Company; (iv) agreements or understandings (other than this Agreement) under which the Company or the Subsidiary is or may become obligated to sell sell, transfer, exchange, purchase, redeem or otherwise issue any shares of its the Company’s capital stock or any other securitiessecurities of the Company; (v) agreements, voting trusts, proxies or understandings with respect to the voting or registration under the Securities Act of 1933, as amended (the “Securities Act”), of any shares of the Company’s capital stock or other securities of the Company; or (ivvi) condition conditions or circumstance circumstances that may give rise to or provide a basis for the assertion of a claim by any Person individual or entity to the effect that such Person individual or entity is entitled to acquire or receive any shares of the Company’s capital stock or other securities of the Company or the SubsidiaryCompany. (Cc) Except as set forth in PART 2.3(CSchedule 2.3(c) of the Disclosure Schedule there is no: (i) outstanding subscription, option, call, warrant or right (whether or not currently exercisable) to acquire any shares of Exceptions sets forth a complete and accurate list of all of the capital stock option plans and other stock or other securities of equity-related plans maintained by the Company or the Subsidiary; (ii) outstanding security, instrument or obligation that is or may become convertible into orCompany.

Capitalization, Etc. (Aa) The authorized capital stock of the Company Exousia consists of one thousand of: (1,000i) 50,000,000 shares of Common Stock (no common stock, par value)value $.001. 5,000,000 shares of Preferred Stock, of which fifty-one (51) par value $.001. 24,899,245 shares have been issued and are outstanding as of the date of this Agreement. The authorized capital stock of the Subsidiary consists of Twenty Million (20,000,000) shares of Common Stock (no par value), of which Five Million (5,000,000) No additional shares have or will be issued by Exousia prior to the Closing Date. No preferred stock has been issued issued. (ii) CYLW will acquire at the Closing, good and are outstanding valid title to the Exchanged Shares free and owned beneficially and clear of record by the Companyany Encumbrances. All of such Shares are owned by the outstanding shares Selling Shareholders in the amounts indicated on the Schedule of Company Common Stock Shareholders attached as Part 3.3(a) and are being sold to CYLW hereunder. (b) All of the Subsidiary Common Stock Exchanged Shares (i) have been duly authorized and validly issued, and (ii) are fully paid and non non-assessable. PART 2.3 of the Disclosure Schedule provides an accurate , (iii) were issued in compliance with any applicable preemptive or similar rights and complete description of the terms of each repurchase option which is held by the Company (iv) have been issued in full compliance with all applicable securities laws and to which any of such shares is subjectother applicable Legal Requirements and in compliance with all applicable Contracts. (Bc) Except as set forth in PART 2.3 Part 3.3 of the Disclosure Schedule, and except as contemplated by this Agreement, there is no: : (i) outstanding subscription, option, call, warrant or right (whether or not currently exercisable) to acquire any shares of the capital stock or other securities of the Company or the Subsidiary; Exousia; (ii) outstanding security, instrument or obligation that is or may become convertible into or exchangeable for any shares of the capital stock or other securities of Exousia other than the Company or conversion rights of the Subsidiary; debenture holders as described above; (iii) Contract Contracts under which the Company or the Subsidiary Exousia is or may become obligated to sell or otherwise issue any shares of its capital stock or any other securities; or or (iv) condition or circumstance that may directly or indirectly give rise to or provide a basis for the assertion of a claim by any Person to the effect that such Person is entitled to acquire or receive any shares of capital stock or other securities of the Company or the SubsidiaryExousia. (Cd) Except as set forth in PART 2.3(C) Part 3.3 of the Disclosure Schedule there is no: (i) outstanding subscriptionSchedule, optionExousia has never repurchased, call, warrant redeemed or right (whether or not currently exercisable) to acquire otherwise reacquired any shares of the capital stock or other securities. All securities so reacquired by Exousia, if any, were reacquired in full compliance with the applicable provisions of the Company or the Subsidiary; (ii) outstanding security, instrument or obligation that is or may become convertible into orapplicable state and Federal securities laws.

Capitalization, Etc. (Ai) The authorized capital stock of the Company consists of one thousand (1,000A) 50,000,000 shares of Common Stock (no par value)Stock, of which fifty-one (51) 11,335,418 shares have been are validly issued and outstanding, fully paid and nonassessable and (B) 1,000,000 shares of preferred stock, $.001 par value, of which there are outstanding as no shares issued and outstanding. None of the date of this Agreement. The authorized outstanding capital stock of the Subsidiary consists Company, IT and each of Twenty Million (20,000,000) shares their respective Subsidiaries is subject to, nor was it issued in violation of, any preemptive rights of Common Stock (no par value), stockholders or any right of which Five Million (5,000,000) shares have been issued and are outstanding and owned beneficially and first refusal or other similar right in favor of record by the Companyany person. All of the outstanding shares of Company Common Stock and the Subsidiary Common Stock have been duly authorized and validly issued, and are fully paid and non assessable. PART 2.3 of the Disclosure Schedule provides an accurate and complete description of the terms of each repurchase option which is held by the Company and to which any of such shares is subject. (B) Except as set forth in PART 2.3 of the Disclosure Schedule, Schedule 11 hereto and except as contemplated by this Agreementfor the Warrants, there is no: (i1) outstanding no subscription, warrant, option, call, warrant convertible security or other right (whether contingent or not currently exercisableother) to acquire purchase any shares of the capital stock of the Company, IT or any of their respective Subsidiaries is authorized or outstanding, (2) there is not any commitment to issue any shares, warrants, options or other securities such rights or to distribute to holders of any class of capital stock of the Company Company, IT or any of their respective Subsidiaries, in respect thereof, any evidences of indebtedness or assets and (3) neither the Subsidiary; Company, IT nor any of their respective Subsidiaries has any obligation (iicontingent or other) outstanding securityto purchase, instrument or obligation that is or may become convertible into or exchangeable for any shares of the capital stock or other securities of the Company or the Subsidiary; (iii) Contract under which the Company or the Subsidiary is or may become obligated to sell redeem or otherwise issue acquire any shares of its capital stock or any interest therein or to pay any dividend or make any other securities; or (iv) condition or circumstance that may give rise to or provide a basis for the assertion of a claim by any Person to the effect that such Person is entitled to acquire or receive any shares of capital stock or other securities of the Company or the Subsidiarydistribution in respect thereof. (Cii) Except as set forth in PART 2.3(C) The shares of Common Stock issuable upon exercise of the Disclosure Schedule there is no: (i) outstanding subscriptionWarrants have been duly authorized and reserved for issuance and, optionwhen issued and delivered in accordance with the Warrants, callwill be validly issued and outstanding, warrant or right (whether or not currently exercisable) to acquire any fully paid and nonassessable shares of the capital stock or other securities of the Company or the Subsidiary; (ii) outstanding security, instrument or obligation that is or may become convertible into orCommon Stock.

Capitalization, Etc. (Aa) The authorized capital stock of the Company PRN consists of one thousand (1,000) 1,000 shares of Common Stock (no par value)voting common stock, of which fifty-one (51) 1,000 shares have been issued and are outstanding as of the date of this Agreement. The authorized capital stock of the Subsidiary consists of Twenty Million (20,000,000) outstanding, and 10,000 shares of Common Stock (no par value)non-voting common stock, of which Five Million (5,000,000) 10,000 shares have been issued and are outstanding outstanding. There are no shares of capital stock held in PRN's treasury. Part 2.3(a) of the Disclosure Schedule sets forth the names of PRN shareholder and the number of shares of PRN common stock owned beneficially and of record by the Companyeach of such shareholder. All of the outstanding shares of Company Common Stock and the Subsidiary Common Stock PRN common stock have been duly authorized and validly issued, and are fully paid and non non-assessable. PART 2.3 of the Disclosure Schedule provides an accurate , and complete description of the terms of each repurchase option which is held by the Company and to which any none of such shares is subjectsubject to any repurchase option or restriction on transfer. (Bb) Except as set forth in PART 2.3 of the Disclosure Schedule, and except as contemplated by this Agreement, there There is no: (i) outstanding subscription, option, call, warrant or right (whether or not currently exercisable) to acquire acquire, or otherwise relating to, any shares of the capital stock or other securities of the Company or the SubsidiaryPRN ; (ii) outstanding security, instrument or obligation that is or may become convertible into or exchangeable for any shares of the capital stock or other securities of the Company or the SubsidiaryPRN ; (iii) Contract under which the Company or the Subsidiary PRN is or may become obligated to sell or otherwise issue any shares of its capital stock or any other securities; or (iv) condition or circumstance that may give rise to or provide a basis for the assertion of a claim by any Person to the effect that such Person is entitled to acquire or receive any shares of capital stock or other securities of the Company or the Subsidiary. (C) PRN . Except as set forth in PART 2.3(CPart 2.3(c) of the Disclosure Schedule there is no: (i) outstanding subscriptionSchedule, PRN has never issued or granted any option, call, warrant or right (whether to acquire, or not currently exercisable) to acquire otherwise relating to, any shares of the its capital stock or other securities. (c) All outstanding shares of PRN Common Stock have been issued in compliance with (i) all applicable securities of the Company or the Subsidiary; laws and other applicable Legal Requirements, and (ii) outstanding securityall requirements set forth in applicable Contracts. (d) Except as set forth in Part 2.3(e) of the Disclosure Schedule, instrument PRN has never repurchased, redeemed or obligation that is otherwise reacquired any shares of capital stock or may become convertible into orother securities. All securities so reacquired by PRN were reacquired in compliance with (i) the applicable provisions of the Florida Business Corporation Act and all other applicable Legal Requirements, and (ii) any requirements set forth in applicable Contracts.

Capitalization, Etc. (Aa) The authorized capital stock of the Company consists of one thousand (1,000) 13,000,000 shares of Common Stock (no $.01 par value), of which fifty-one (51) 4,280,599 shares have been issued and are outstanding as of the date of this Agreement and 6,120,000 shares of Preferred Stock, all of which have been designated Series A Preferred Stock, of which 5,795,200 shares have been issued and are outstanding as of the date of this Agreement. The authorized capital stock of the Subsidiary consists of Twenty Million (20,000,000) shares of Common Stock (no par value), of which Five Million (5,000,000) shares have been issued and are outstanding and owned beneficially and of record by the Company. All of the outstanding shares of Company Common Stock and the Subsidiary Common Series A Preferred Stock have been duly authorized and validly issued, and are fully paid and non non-assessable. PART 2.3 No shares of the Disclosure Schedule provides an accurate and complete description of the terms of each Company's equity securities are subject to any repurchase option which is held by the Company and to which any of such shares is subjectCompany. (Bb) The Company has reserved 1,484,815 shares of Company Common Stock for issuance under both of its Stock Option Plans, of which options to purchase 1,183,581 shares are outstanding as of the date of this Agreement. In addition, the Company has reserved an additional 60,000 shares of Company Common Stock for issuance outside its Stock Option Plans, of which options to purchase all 60,000 shares are outstanding as of the date of this Agreement (the "Non- Plan Options"). In addition, the Company has reserved an 80,000 shares of Series A Preferred for issuance upon the exercise of warrants, of which warrants to purchase all 80,000 shares are outstanding as of the date of this Agreement (the "Warrants"). Except as set forth in PART Part 2.3 of the Disclosure Schedule, and except as contemplated by Schedule or provided in this Agreement, there is no: (i) outstanding no subscription, warrant, option, call, warrant convertible security or other right (whether contingent or not currently exercisableotherwise) to purchase or acquire any shares of the capital stock or other securities of the Company is authorized or the Subsidiary; outstanding, (ii) outstanding the Company has no obligation (contingent or otherwise) to issue any subscription, warrant, option, convertible security, instrument equity security or obligation that is other such right or may become convertible into to issue or exchangeable for distribute to holders of any shares of the its capital stock stock, any evidences of indebtedness or other securities any assets of the Company or the Subsidiary; Company, and (iii) Contract under which the Company has no obligation (contingent or the Subsidiary is or may become obligated otherwise) to sell purchase, redeem or otherwise issue acquire any shares of its capital stock or any interest therein or to pay any dividend or make any other securities; or distribution in respect thereof. (ivc) condition or circumstance that may give rise to or provide a basis All outstanding shares of Company Common Stock and all outstanding Company Options have been issued and granted in compliance with (i) the DGCL, (ii) all applicable securities laws, and (iii) all requirements set forth in the Contracts providing for the assertion issuance of a claim by any Person to such shares. (d) Except as set forth in Part 2.3 of the effect that such Person is entitled to acquire Disclosure Schedule, the Company has never repurchased, redeemed or receive otherwise reacquired any shares of capital stock or other securities of the Company. All securities so reacquired by the Company or were reacquired in compliance with (i) the Subsidiary. DGCL, (Cii) Except as all applicable securities laws, and (iii) all requirements set forth in PART 2.3(C) of the Disclosure Schedule there is no: (i) outstanding subscription, option, call, warrant or right (whether or not currently exercisable) to acquire any shares of the capital stock or other securities of the Company or the Subsidiary; (ii) outstanding security, instrument or obligation that is or may become convertible into orapplicable Contracts.

Capitalization, Etc. (Aa) The authorized capital stock of the Company consists of one thousand (1,000i) 10,000,000 shares of Common Stock (no par value)Stock, of which fifty-one (51) 5,348,500 shares have been issued and are outstanding as of the date of this Agreement. The authorized capital stock of the Subsidiary consists of Twenty Million outstanding, (20,000,000ii) 2,000,000 shares of Common Stock (no par value)Series A Preferred Stock, of which Five Million (5,000,000) 158,335 shares have been issued and are outstanding outstanding, (iii) 1,500,000 shares of Series B Preferred Stock, of which 603,380 shares have been issued and are outstanding. There are no shares of capital stock held in the Company's treasury. Part 2.3(a) of the Disclosure Schedule sets forth the names of the Company's shareholders and the number of shares of Company Capital Stock owned beneficially and of record by the Companyeach of such shareholders. All of the outstanding shares of Company Common Stock and the Subsidiary Common Capital Stock have been duly authorized and validly issued, and are fully paid and non non-assessable. PART 2.3 of the Disclosure Schedule provides an accurate , and complete description of the terms of each repurchase option which is held by the Company and to which any none of such shares is subjectsubject to any repurchase option or restriction on transfer (other than restrictions on transfer imposed by virtue of applicable federal and state securities laws). As of the date hereof, SST is acquiring good and valid title to all of the outstanding shares of Company Capital Stock free and clear of any Encumbrances. (Bb) Except as set forth in PART 2.3 on Part 2.3(b) of the Disclosure Schedule, and except as contemplated by this Agreement, Schedule there is no: (i) outstanding subscription, option, call, warrant or right (whether or not currently exercisable) to acquire acquire, or otherwise relating to, any shares of the capital stock or other securities of the Company or the SubsidiaryCompany; (ii) outstanding security, instrument or obligation that is or may become convertible into or exchangeable for any shares of the capital stock or other securities of the Company or the SubsidiaryCompany; (iii) Contract under which the Company or the Subsidiary is or may become obligated to sell or otherwise issue any shares of its capital stock or any other securities; or (iv) condition or circumstance that may give rise to or provide a basis for the assertion of a claim by any Person to the effect that such Person is entitled to acquire or receive any shares of capital stock or other securities of the Company. The Company's 1996 Stock Option Plan has been terminated and all rights to receive Company Capital Stock thereunder have been exercised or the Subsidiaryterminated if not previously exercised. (Cc) Except as All outstanding shares of Company Capital Stock have been issued in compliance with (i) all applicable securities laws and other applicable Legal Requirements, and (ii) all requirements set forth in PART 2.3(Capplicable Contracts. (d) of the Disclosure Schedule there is no: (i) outstanding subscription, option, call, warrant or right (whether or not currently exercisable) to acquire any Any shares of the capital stock or other securities repurchased, redeemed or otherwise reacquired by the Company were validly reacquired in compliance with (i) the applicable provisions of the Company or the Subsidiary; California General Corporation Law and all other applicable Legal Requirements, and (ii) outstanding security, instrument or obligation that is or may become convertible into orany requirements set forth in applicable Contracts.

Capitalization, Etc. (Aa) The authorized capital stock of the Company consists of one thousand of: (1,000i) 28,500,000 shares of the Company’s Common Stock (no par valuethe “Common Stock”), of which fifty-one (51) 500,000 shares have been are issued and outstanding; (ii) 20,000,000 shares of Series A Preferred Stock, none of which are outstanding as issued and outstanding; and (iii) 2,750,000 shares of the date of this Agreement. The authorized capital stock of the Subsidiary consists of Twenty Million (20,000,000) shares of Common Stock (no par value)Company’s Series A-1 Preferred Stock, none of which Five Million (5,000,000) shares have been are issued and are outstanding and owned beneficially and of record by the Companyoutstanding. All of the outstanding shares of Company Common Stock and the Subsidiary Common Stock Company’s capital stock have been duly authorized and validly issued, issued and are fully paid and non assessablenonassessable. PART 2.3 All of the Disclosure Schedule provides an accurate and complete description outstanding shares of the terms of each repurchase option which is held by the Company Company’s capital stock and to which any of such shares is subject. (B) Except as set forth in PART 2.3 all of the Disclosure Scheduleoutstanding subscriptions, and except as contemplated by this Agreementoptions, there is no: (i) outstanding subscriptioncalls, option, call, warrant warrants or right rights (whether or not currently exercisable) to acquire any shares of the Company’s capital stock or other securities of the Company have been issued in compliance with all applicable federal and state securities laws and other applicable legal requirements, as well as all requirements set forth in the Company Documents and any agreements to which the Company is a party relating to the issuance of such shares of the Company’s capital stock or other securities of the SubsidiaryCompany. No shares of the Company’s capital stock are subject to a repurchase option in favor of the Company, and the Company has never repurchased, redeemed or otherwise reacquired any shares of the Company’s capital stock or other securities of the Company. (b) There are no: (i) outstanding subscriptions, options, calls, warrants or rights (whether or not currently exercisable, including conversion or preemptive rights and rights of first refusal or similar rights) to acquire any shares of the Company’s capital stock or other securities of the Company; (ii) outstanding securitysecurities, instrument notes, instruments or obligation obligations that is are or may become convertible into or exchangeable for any shares of the Company’s capital stock or other securities of the Company or the SubsidiaryCompany; (iii) Contract outstanding or authorized stock appreciation, phantom stock or similar rights with respect to the capital stock of the Company; (iv) agreements or understandings (other than this Agreement) under which the Company or the Subsidiary is or may become obligated to sell sell, transfer, exchange, purchase, redeem or otherwise issue any shares of its the Company’s capital stock or any other securitiessecurities of the Company; (v) agreements, voting trusts, proxies or understandings with respect to the voting or registration under the Securities Act of 1933, as amended (the “Securities Act”), of any shares of the Company’s capital stock or other securities of the Company; or (ivvi) condition conditions or circumstance circumstances that may give rise to or provide a basis for the assertion of a claim by any Person individual or entity to the effect that such Person individual or entity is entitled to acquire or receive any shares of the Company’s capital stock or other securities of the Company or the SubsidiaryCompany. (Cc) Except as set forth in PART 2.3(CSchedule 2.3(c) of the Disclosure Schedule there is no: (i) outstanding subscription, option, call, warrant or right (whether or not currently exercisable) to acquire any shares of Exceptions sets forth a complete and accurate list of all of the capital stock option plans and other stock or other securities of equity-related plans maintained by the Company or the Subsidiary; (ii) outstanding security, instrument or obligation that is or may become convertible into orCompany.

Capitalization, Etc. (Aa) The authorized capital stock of the Company consists of one thousand of: (1,000i) 6,000,000 shares of Common Stock (no $.001 par value), of which fifty-one (51) 2,993,250 shares have been issued and are outstanding as of the date of this Agreement. The authorized capital stock of the Subsidiary consists of Twenty Million ; and (20,000,000ii) 1,500,000 shares of Common Preferred Stock (no $.001 par value), all of which Five Million (5,000,000) shares have been designated "Series A Preferred Stock," all of which have been issued and are outstanding and owned beneficially and as of record by the Companydate of this Agreement. Each outstanding share of Series A Preferred Stock is convertible into one share of Company Common Stock. All of the outstanding shares of Company Common Stock and the Subsidiary Common Series A Preferred Stock have been duly authorized and validly issued, and are fully paid and non non- assessable. PART . (b) The Company has reserved 1,350,000 shares of Company Common Stock for issuance under its 1996 Stock Option Plan, and has granted options to purchase 642,000 shares of Company Common Stock, pursuant to the option agreements listed in Part 2.3 of the Disclosure Schedule provides an accurate (true and complete description correct copies of which have been made available to Parent). Options to purchase 548,750 shares of Company Common Stock are outstanding as of the terms date of each repurchase option which is held by the this Agreement and options to purchase 93,250 shares of Company and to which any of such shares is subject. (B) Except Common Stock have been exercised as set forth in PART 2.3 of the Disclosure Schedule, and except as contemplated by date of this Agreement, there . There is no: (i) outstanding subscription, option, call, warrant or right (whether or not currently exercisable) to acquire any shares of the capital stock or other securities of the Company or the SubsidiaryCompany; (ii) outstanding security, instrument or obligation that is or may become convertible into or exchangeable for any shares of the capital stock or other securities of the Company or the SubsidiaryCompany; (iii) Contract under which the Company or the Subsidiary is or may become obligated to sell or otherwise issue any shares of its capital stock or any other securities; or (iv) to the best of the knowledge of the Company, condition or circumstance that may give rise to or provide a basis for the assertion of a claim by any Person to the effect that such Person is entitled to acquire or receive any shares of capital stock or other securities of the Company or the SubsidiaryCompany. (Cc) Except as All outstanding shares of Company Common Stock and Series A Preferred Stock, and all outstanding Company Options, have been issued and granted in compliance with (i) all applicable securities laws and other applicable Legal Requirements, and (ii) all requirements set forth in PART 2.3(Capplicable Material Contracts. (d) of the Disclosure Schedule there is no: (i) outstanding subscriptionThe Company has never repurchased, option, call, warrant redeemed or right (whether or not currently exercisable) to acquire otherwise reacquired any shares of the capital stock or other securities of the Company. All securities so reacquired by the Company or were reacquired in compliance with (i) the Subsidiary; applicable provisions of the Delaware General Corporation Law and all other applicable Legal Requirements, and (ii) outstanding security, instrument or obligation that is or may become convertible into orall requirements set forth in applicable restricted stock purchase agreements and other applicable Material Contracts.

Capitalization, Etc. (Aa) The authorized capital stock of the Company consists of one thousand of: (1,000i) 30,000,000 shares of Company Common Stock (no par value)Stock, of which fifty-one (51) 16,184,486 shares have been issued and are outstanding as of the date of this Agreement. The authorized capital stock Agreement (and of which an additional 511,200 shares are held in the Subsidiary consists of Twenty Million Company's treasury); and (20,000,000ii) 10,000,000 shares of Common Stock (no par value)Company Preferred Stock, of which Five Million (5,000,000A) 4,000,000 shares have been designated Series A Convertible Preferred Stock, of which 910,822 shares have been issued and are outstanding as of the date of this Agreement and owned beneficially and (B) 30,000 shares have been designated Series B Junior Participating Preferred Stock, of record by the Companywhich none are outstanding. Since December 31, 1995, 1,132,050 shares of Company Preferred Stock have been converted into 1,132,050 shares of Company Common Stock. All of the outstanding shares of Company Common Stock and the Subsidiary Common Capital Stock have been duly authorized and validly issued, and are fully paid and non assessablenonassessable. PART 2.3 of the Disclosure Schedule provides an accurate and complete description of the terms of each repurchase option which is held by the Company and to which any of such shares is subject. (B) Except as set forth in PART 2.3 of the Disclosure Schedule, and except as contemplated by this Agreement, there is no: (iPart 3.3(a)(ii) outstanding subscription, option, call, warrant or right (whether or not currently exercisable) to acquire any shares of the capital stock or other securities of the Company Disclosure Schedule or where the Subsidiary; (ii) outstanding security, instrument or obligation that is or may become convertible into or exchangeable for existence of any shares of the capital stock following (y) has not resulted in the imposition on or other securities of incurrence by the Company Company, and could not reasonably be expected to result in the imposition on or incurrence by the Subsidiary; (iii) Contract under which Company, Parent, the Company or the Subsidiary is or may become obligated to sell or otherwise issue any shares of its capital stock Surviving Corporation or any other securities; Subsidiary of Parent, of any Accrued Liability or Potential Liability, and (ivz) condition or circumstance that may has not given rise to and could not reasonably be expected to give rise to or provide a basis for the assertion of a claim by any Person to the effect that such Person is entitled to acquire or receive any shares of capital stock or other securities of the Company or any other claim against the Subsidiary. (C) Except as set forth in PART 2.3(C) of the Disclosure Schedule there is noCompany: (i) none of the outstanding subscription, option, call, warrant or right (whether or not currently exercisable) to acquire any shares of the capital stock Company Capital Stock is entitled or other securities subject to any preemptive right, right of the Company participation, right of maintenance or the Subsidiaryany similar right; (ii) none of the outstanding securityshares of Company Capital Stock is subject to any right of first refusal in favor of the Company; and (iii) there is no Company Contract relating to the voting or registration of, instrument or obligation that restricting any Person from purchasing, selling, pledging or otherwise disposing of (or granting any option or similar right with respect to), any shares of Company Capital Stock. The Company is or not under any obligation, and is not bound by any Contract pursuant to which it may become convertible into orobligated, to repurchase, redeem or otherwise acquire any outstanding shares of Company Capital Stock. (b) As of the date of this Agreement: (i) 30,000 shares of Company Preferred Stock, designated as Series B Junior Participating Preferred Stock, are reserved for future issuance upon exercise of Rights; (ii) 94,000 shares of Company Common Stock are subject to issuance pursuant to stock options granted and outstanding under the Company's 1992 Stock Option Plan; (iii) 1,145,000 shares of Company Common Stock are subject to issuance pursuant to stock options granted and outstanding under the Company's 1996 Stock Option Plan; (iv) 1,870,655 shares of Company Common Stock are subject to issuance pursuant to stock options granted and outstanding under the Company's 2000 Stock Option Plan; and (v) 742,500 shares of Company Common Stock are subject to issuance pursuant to exercise of Company 15.

Capitalization, Etc. (Aa) The authorized share capital stock of the Company consists of one thousand GBP£3,361.86 divided into 136,186 A Shares, 100,000 B Shares and 100,000 Deferred Shares, of GBP£0.01 each (1,000) shares of Common Stock (no par valuethe “Company Ordinary Shares”), of which fifty-one (51) shares 130,000 A Shares and 70,000 B Shares have been issued and are outstanding as of the date of this Agreement. The authorized capital stock None of the Subsidiary consists of Twenty Million (20,000,000) shares of Common Stock (no par value), of which Five Million (5,000,000) shares have been issued and Company Ordinary Shares are outstanding and owned beneficially and of record being held by the Company. All of the outstanding shares of issued Company Common Stock and the Subsidiary Common Stock Ordinary Shares have been duly authorized and validly issued, and are fully paid and non assessablewere not issued in violation of any preemptive or other similar rights. PART 2.3 All issued Company Ordinary Shares have been issued in compliance with (i) all applicable securities laws and other applicable Legal Requirements, and (ii) all requirements set forth in the Company Constituent Documents and applicable Contracts. The record and beneficial owners of the Disclosure Schedule provides an accurate and complete description Shares are set forth on Part 2.3(a) of the terms of each repurchase option which is held by the Company and to which any of such shares is subjectDisclosure Schedule. (Bb) As of Closing, there are no issued warrants, options or other rights whether exercisable now or at a future date and whether contingent or not to purchase or convert any security into Company Ordinary Shares. (c) Except as set forth above in PART 2.3 this Article 2.3, as of the Disclosure Schedule, and except as contemplated by date of this Agreement, there is no: no (i) issued share capital or other voting securities of the Company; (ii) outstanding subscriptionsecurities, optioninstruments or obligations that are or may become convertible into or exchangeable or exercisable for any share capital or other securities of the Company; (iii) outstanding subscriptions, calloptions, warrant calls, warrants or right rights (whether or not currently exercisable) to acquire any shares share capital or other securities of the Company; or (iv) commitments or agreements to which the Company is a party or by which it is bound, obligating the Company to issue, deliver, sell, purchase, redeem or acquire, or cause to be issued, delivered, sold, purchased, redeemed or acquired, any share capital stock or other securities of the Company, or obligating the Company to enter into any such commitment or agreement or grant or extend any subscription, option, warrant, call or right to acquire any share capital of, or any securities that are convertible into or exchangeable or exercisable for any share capital of, or other securities of the Company (clauses (i) through (iv) of this Article 2.3(c) above, collectively “Company Rights”). The Company has not issued any debt securities which grant the holder thereof any right to vote on, or veto, any actions by the Subsidiary; Company (ii) outstanding securityor which are convertible into, instrument or obligation that is or may become convertible into exercisable or exchangeable for for, securities having the right to vote on, or veto, any shares of actions by the Company). (d) Since January 1, 2005, the Company has not repurchased, redeemed or otherwise reacquired any share capital stock or other securities of the Company other than pursuant to share purchase agreements or option agreements providing for the Subsidiary; (iii) Contract under which repurchase of such securities at the original issuance price of such securities. All securities so reacquired by the Company or were reacquired in compliance with (i) the Subsidiary is or may become obligated to sell or otherwise issue any shares of its capital stock or any other securities; or (iv) condition or circumstance that may give rise to or provide a basis for the assertion of a claim by any Person to the effect that such Person is entitled to acquire or receive any shares of capital stock or other securities applicable provisions of the Company or the SubsidiaryCompanies Axx 0000 and all other applicable Legal Requirements, and (ii) all requirements set forth in applicable subscription and shareholders’ agreements and other applicable Contracts. (Ce) Except as set forth Since January 1, 2005, the Company has not given any financial assistance in PART 2.3(C) contravention of Section 151 of the Disclosure Schedule there is no: (i) outstanding subscription, option, call, warrant or right (whether or not currently exercisable) to acquire any shares of the capital stock or other securities of the Company or the Subsidiary; (ii) outstanding security, instrument or obligation that is or may become convertible into orCompanies Axx 0000.

Capitalization, Etc. (Aa) The authorized capital stock of the Company Digitrans consists of one thousand (1,000) 1,000 shares of Common Stock (no common stock having a par value)value of $1.00 per share, of which fifty-one 1,000 shares (51constituting all of the Shares) shares have been issued and are outstanding as outstanding. The Selling Shareholder owns all of the date of this Agreement. The authorized capital stock of the Subsidiary consists of Twenty Million (20,000,000) shares of Common Stock (no par value), of which Five Million (5,000,000) shares have been issued and are outstanding and owned Shares beneficially and of record by record. (b) The Selling Shareholder has, and the CompanyPurchaser will acquire at the Closing, good and valid title to the Shares free and clear of any Encumbrances. The Selling Shareholder has delivered to the Purchaser an accurate and complete copy of the stock certificate evidencing the Shares. (c) All of the outstanding shares of Company Common Stock and the Subsidiary Common Stock Shares have been duly authorized and validly issued, and are fully paid and non assessable. PART 2.3 of the Disclosure Schedule provides an accurate and complete description of the terms of each repurchase option which is held by the Company and to which any of such shares is subjectnonassessable. (Bd) All of the Shares have been issued in full compliance with all applicable securities laws and, to the Knowledge of Digitrans, the Selling Shareholder and Xxxxxx, all other applicable Legal Requirements and (ii) all requirements set forth in applicable Digitrans Contracts. (e) Except as set forth in PART Part 2.3 of the Disclosure Schedule, and except as contemplated by this Agreement, there is no: : (i) outstanding subscription, option, call, warrant or right (whether or not currently exercisable) to acquire any shares of the capital stock or other securities of the Company or the Subsidiary; Digitrans; (ii) outstanding security, instrument or obligation that is or may become convertible into or exchangeable for any shares of the capital stock or other securities of the Company or the Subsidiary; Digitrans; (iii) Digitrans Contract under which the Company or the Subsidiary Digitrans is or may is reasonably likely to become obligated to sell or otherwise issue any shares of its capital stock or any other securities; or or (iv) to the Knowledge of Digitrans, the Selling Shareholder and Xxxxxx, condition or circumstance that may is reasonably likely to directly or indirectly give rise to or provide a basis for the assertion of a claim by any Person to the effect that such Person is entitled to acquire or receive any shares of capital stock or other securities of the Company or the SubsidiaryDigitrans. (Cf) Except as set forth in PART 2.3(C) of the Disclosure Schedule there is no: (i) outstanding subscriptionDigitrans has never repurchased, option, call, warrant redeemed or right (whether or not currently exercisable) to acquire otherwise reacquired any shares of the capital stock or other securities of the Company or the Subsidiary; (ii) outstanding security, instrument or obligation that is or may become convertible into orsecurities.