Common use of Capitalization of FindWhat and Subcorp Clause in Contracts

Capitalization of FindWhat and Subcorp. (a) The authorized capital stock of FindWhat consists of 50,000,000 common shares (the "FindWhat Common Shares") and 500,000 preferred shares ("FindWhat Preferred Shares"). At the close of business on December 31, 2003, (i) 21,427,528 FindWhat Common Shares, par value of $.001, were issued of which 21,420,528 were outstanding, (ii) 7,000 FindWhat Common Shares were held as treasury stock (which does not include FindWhat Common Shares reserved for issuance as set forth in clause (a)(iii) below), (iii) 295,000 FindWhat Common Shares were reserved for issuance upon the exercise or conversion of options, warrants or convertible securities granted or issuable by FindWhat, not including FindWhat's 1999 Stock Incentive Plan or the FindWhat Stock Option Plan (as defined in Section 5.2(g)), (iv) 6,200,000 FindWhat Common Shares reserved for issuance under FindWhat's 1999 Stock Incentive Plan, including 3,806,501 FindWhat Common Shares reserved for issuance under outstanding stock options, and (v) no FindWhat Preferred Shares, par value of $.001 were issued and outstanding. All FindWhat Common Shares are, and all FindWhat Common Shares to be issued in connection with the Merger will be, duly authorized and validly issued, fully paid and nonassessable, and each outstanding share of FindWhat Common Shares has not been, and all FindWhat Common Shares to be issued in connection with the Merger will not be, issued in violation of any preemptive or similar rights. As of the date hereof, other than as set forth in the second sentence hereof or in Schedule 3.3(a), there are no outstanding subscriptions, options, warrants, puts, calls, agreements, understandings, claims or other commitments or rights of any type relating to the issuance, sale, repurchase, transfer or registration by FindWhat of any equity securities of FindWhat, nor are there outstanding any securities that are convertible into or exchangeable for any shares of FindWhat capital stock and neither FindWhat nor any subsidiary of FindWhat has any obligation of any kind to issue any additional securities or to pay for or repurchase any securities of FindWhat or any predecessor. The issuance and sale of all of the FindWhat Common Shares described in this Section 3.3(a) have been in compliance in all material respects with federal and state securities laws. Set forth in Schedule 3.3(a) is an accurate and complete list of the names of all holders of options to purchase FindWhat Common Shares, the number of shares issuable to each such holder upon exercise of such option, and the exercise price and vesting schedule with respect thereto. Except as set forth in Schedule 3.3(a), as of the date hereof, FindWhat has not agreed to register any securities under the Securities Act or under any state securities law or granted registration rights to any person or entity (which rights are currently exercisable); complete and correct copies of all such agreements have previously been provided to Comet. (b) Subcorp's authorized capital stock consists solely of 1,000 shares of Subcorp Common Stock, of which, as of the date hereof, 100 were issued and outstanding and none were reserved for issuance. As of the date hereof, all of the outstanding shares of Subcorp Common Stock are owned by FindWhat free and clear of any liens, claims or encumbrances. (c) FindWhat does not own, directly or indirectly, any equity or other ownership interest in any corporation, partnership, joint venture or other entity or enterprise, except for the subsidiaries set forth in Schedule 3.3(c). Except as set forth in Schedule 3.3(c), FindWhat is not subject to any obligation or requirement to provide funds to or make any investment (in the form of a loan, capital contribution or otherwise) in any such entity or any other person. Except as set forth in Schedule 3.3(c), FindWhat owns, directly or indirectly, each of the outstanding shares of capital stock (or other ownership interests having by their terms ordinary voting power to elect a majority of directors or others performing similar functions with respect to such subsidiary) of each of FindWhat's subsidiaries. Each of the outstanding shares of capital stock of each of FindWhat's subsidiaries is duly authorized, validly issued, fully paid and nonassessable, and is owned, directly or indirectly, by FindWhat free and clear of all Encumbrances ("ENCUMBRANCES" means any charge, claim, mortgage, servitude, easement, right of way, covenant, equitable interest, lease or other possessory interest, conditional sale or other title retention arrangement, lien, option, pledge, security interest, preference, priority, right of first refusal or similar restriction). The following information for each subsidiary of FindWhat is set forth in Schedule 3.3(c), as applicable: (i) its name and jurisdiction of incorporation or organization; (ii) its authorized capital stock or share capital; and (iii) the number of issued and outstanding shares of capital stock or share capital and the record owner(s) thereof. Other than as set forth in Schedule 3.3(c), there are no outstanding subscriptions, options, warrants, puts, calls, agreements, understandings, claims or other commitments or rights of any type relating to the issuance, sale or transfer of any securities of any subsidiary of FindWhat, nor are there outstanding any securities that are convertible into or exchangeable for any shares of capital stock of any subsidiary of FindWhat, and neither FindWhat nor any subsidiary of FindWhat has any obligation of any kind to issue any additional securities of any subsidiary of FindWhat or to pay for or repurchase any securities of any subsidiary of FindWhat or any predecessor thereof.

Capitalization of FindWhat and Subcorp. (a) The authorized capital stock of FindWhat consists of 50,000,000 common shares (the "FindWhat Common SharesStock") and 500,000 preferred shares (the "FindWhat Preferred SharesStock"). At the close date of business on December 31, 2003this Agreement, (i) 21,427,528 20,422,803 shares of FindWhat Common SharesStock, par value of $.001, were are issued of which 21,420,528 were and outstanding, (ii) 7,000 shares of FindWhat Common Shares were Stock are held as treasury stock (which does not include shares of FindWhat Common Shares Stock reserved for issuance as set forth in clause (a)(iiiiii) below), (iii) 295,000 1,766,839 shares of FindWhat Common Shares were Stock are reserved for issuance upon the exercise or conversion of options, warrants or convertible securities granted or issuable by FindWhat, not including FindWhat's 1999 Stock Incentive Plan or the FindWhat Stock Option Plan (as defined in Section 5.2(g))Plan, (iv) 6,200,000 3,377,988 shares of FindWhat Common Shares are reserved for issuance under FindWhat's 1999 Stock Incentive Plan, including 3,806,501 FindWhat Common Shares reserved for issuance under outstanding stock options, and (v) no FindWhat shares of Preferred Shares, par value of $.001 were Stock are issued and outstanding. All The FindWhat Common Shares are, Stock and all the FindWhat Common Shares Preferred Stock are referred to be issued in connection with herein collectively as the Merger will be, "FindWhat Capital Stock." Each outstanding share of FindWhat Capital Stock is duly authorized and validly issued, fully paid and nonassessable, and each outstanding share of FindWhat Common Shares has not been, and all FindWhat Common Shares to be issued in connection with the Merger will not be, been issued in violation of any preemptive or similar rights. As of the date hereof, other than as set forth in the second sentence hereof or in Schedule 3.3(a), there are no outstanding subscriptions, options, warrants, puts, calls, agreements, understandings, claims or other commitments or rights of any type relating to the issuance, sale, repurchase, transfer or registration by FindWhat of any equity securities of FindWhat, nor are there outstanding any securities that are convertible into or exchangeable for any shares of FindWhat capital stock and neither FindWhat nor any subsidiary of FindWhat has any obligation of any kind to issue any additional securities or to pay for or repurchase any securities of FindWhat or any predecessor. The issuance and sale of all of the shares of FindWhat Common Shares Capital Stock described in this Section 3.3(a3.7(a) have been in compliance in all material respects with applicable federal and state securities laws. Set forth in Schedule 3.3(a) is an accurate and complete list of the names of all holders of options to purchase FindWhat Common Shares, the number of shares issuable to each such holder upon exercise of such option, and the exercise price and vesting schedule with respect thereto. Except as set forth in Schedule 3.3(a), as of the date hereof, FindWhat has not agreed to register any securities under the Securities Act or under any state securities law or granted registration rights to any person or entity (which rights are currently exercisable); complete and correct copies of all such agreements have previously been provided to Comet. (b) Subcorp's authorized capital stock consists solely of 1,000 shares of Subcorp Common Stock, of which, as of the date hereof, 100 were issued and outstanding and none were reserved for issuance. As of the date hereof, all of the outstanding shares of Subcorp Common Stock are owned by FindWhat free and clear of any liens, claims or encumbrancesEncumbrances by FindWhat. (c) FindWhat does not own, directly or indirectly, any equity or other ownership interest in any corporation, partnership, joint venture or other entity or enterprise, except for the subsidiaries set forth in Schedule 3.3(c). Except as set forth in Schedule 3.3(c), FindWhat is not subject to any obligation or requirement to provide funds to or make any investment (in the form of a loan, capital contribution or otherwise) in any such entity or any other person. Except as set forth in Schedule 3.3(c), FindWhat owns, directly or indirectly, each of the outstanding shares of capital stock (or other ownership interests having by their terms ordinary voting power to elect a majority of directors or others performing similar functions with respect to such subsidiary) of each of FindWhat's subsidiaries. Each of the outstanding shares of capital stock of each of FindWhat's subsidiaries is duly authorized, validly issued, fully paid and nonassessable, and is owned, directly or indirectly, by FindWhat free and clear of all Encumbrances ("ENCUMBRANCES" means any charge, claim, mortgage, servitude, easement, right of way, covenant, equitable interest, lease or other possessory interest, conditional sale or other title retention arrangement, lien, option, pledge, security interest, preference, priority, right of first refusal or similar restriction). The following information for each subsidiary of FindWhat is set forth in Schedule 3.3(c), as applicable: (i) its name and jurisdiction of incorporation or organization; (ii) its authorized capital stock or share capital; and (iii) the number of issued and outstanding shares of capital stock or share capital and the record owner(s) thereof. Other than as set forth in Schedule 3.3(c), there are no outstanding subscriptions, options, warrants, puts, calls, agreements, understandings, claims or other commitments or rights of any type relating to the issuance, sale or transfer of any securities of any subsidiary of FindWhat, nor are there outstanding any securities that are convertible into or exchangeable for any shares of capital stock of any subsidiary of FindWhat, and neither FindWhat nor any subsidiary of FindWhat has any obligation of any kind to issue any additional securities of any subsidiary of FindWhat or to pay for or repurchase any securities of any subsidiary of FindWhat or any predecessor thereof.

Capitalization of FindWhat and Subcorp. (a) The authorized capital stock of FindWhat consists of 50,000,000 common shares (the "FindWhat Common Shares") and 500,000 preferred shares ("FindWhat Preferred Shares"). At the close of business on December March 31, 2003, (i) 21,427,528 18,747,127 FindWhat Common Shares, par value of $.001, were issued of which 21,420,528 were and outstanding, (ii) 7,000 FindWhat Common Shares were held as treasury stock (which does not include FindWhat Common Shares reserved for issuance as set forth in clause (a)(iii) below), (iii) 295,000 1,766,839 FindWhat Common Shares were reserved for issuance upon the exercise or conversion of options, warrants or convertible securities granted or issuable by FindWhat, not including FindWhat's 1999 Stock Incentive Plan or the FindWhat Stock Option Plan (as defined in Section 5.2(g)), (iv) 6,200,000 3,377,988 FindWhat Common Shares reserved for issuance under FindWhat's 1999 Stock Incentive Plan, not including 3,806,501 the FindWhat Common Shares reserved for issuance under outstanding stock optionsStock Option Plan, and (v) no FindWhat Preferred Shares, par value of $.001 were issued and outstanding. All FindWhat Common Shares are, and all FindWhat Common Shares to be issued in connection with the Merger will be, duly authorized and validly issued, fully paid and nonassessable, and each outstanding share of FindWhat Common Shares has not been, and all FindWhat Common Shares to be issued in connection with the Merger will not be, issued in violation of any preemptive or similar rights. As of the date hereof, other than as set forth in the second sentence hereof or in Schedule Section 3.3(a)) in the FindWhat Disclosure Schedule, there are no outstanding subscriptions, options, warrants, puts, calls, agreements, understandings, claims or other commitments or rights of any type relating to the issuance, sale, repurchase, transfer or registration by FindWhat of any equity securities of FindWhat, nor are there outstanding any securities that are convertible into or exchangeable for any shares of FindWhat capital stock and neither FindWhat nor any subsidiary of FindWhat has any obligation of any kind to issue any additional securities or to pay for or repurchase any securities of FindWhat or any predecessor. The issuance and sale of all of the FindWhat Common Shares described in this Section 3.3(a) have been in compliance in all material respects with federal and state securities laws. Set forth in Schedule Section 3.3(a) in the FindWhat Disclosure Schedule is an accurate and complete list of the names of all holders of options to purchase FindWhat Common Shares, the number of shares issuable to each such holder upon exercise of such option, and the exercise price and vesting schedule with respect thereto. Except as set forth in Schedule Section 3.3(a)) in the FindWhat Disclosure Schedule, as of the date hereof, FindWhat has not agreed to register any securities under the Securities Act or under any state securities law or granted registration rights to any person or entity (which rights are currently exercisable); complete and correct copies of all such agreements have previously been provided to CometEspotting. (b) Subcorp's authorized capital stock consists solely of 1,000 shares of Subcorp Common Stock, of which, as of the date hereof, 100 were issued and outstanding and none were reserved for issuance. As of the date hereof, all of the outstanding shares of Subcorp Common Stock are owned by FindWhat free and clear of any liens, claims or encumbrancesencumbrances by FindWhat. (c) FindWhat does not own, directly or indirectly, any equity or other ownership interest in any corporation, partnership, joint venture or other entity or enterprise, except for the subsidiaries set forth in Schedule Section 3.3(c)) in the FindWhat Disclosure Schedule. Except as set forth in Schedule Section 3.3(c)) in the FindWhat Disclosure Schedule, FindWhat is not subject to any obligation or requirement to provide funds to or make any investment (in the form of a loan, capital contribution or otherwise) in any such entity or any other person. Except as set forth in Schedule Section 3.3(c)) in the FindWhat Disclosure Schedule, FindWhat owns, directly or indirectly, each of the outstanding shares of capital stock (or other ownership interests having by their terms ordinary voting power to elect a majority of directors or others performing similar functions with respect to such subsidiary) of each of FindWhat's subsidiaries. Each of the outstanding shares of capital stock of each of FindWhat's subsidiaries is duly authorized, validly issued, fully paid and nonassessable, and is owned, directly or indirectly, by FindWhat free and clear of all Encumbrances ("ENCUMBRANCESEncumbrances" means any charge, claim, mortgage, servitude, easement, right of way, covenant, equitable interest, lease or other possessory interest, conditional sale or other title retention arrangement, lien, option, pledge, security interest, preference, priority, right of first refusal or similar restriction). The following information for each subsidiary of FindWhat is set forth in Schedule Section 3.3(c)) in the FindWhat Disclosure Schedule, as applicable: (i) its name and jurisdiction of incorporation or organization; (ii) its authorized capital stock or share capital; and (iii) the number of issued and outstanding shares of capital stock or share capital and the record owner(s) thereof. Other than as set forth in Schedule Section 3.3(c)) in the FindWhat Disclosure Schedule, there are no outstanding subscriptions, options, warrants, puts, calls, agreements, understandings, claims or other commitments or rights of any type relating to the issuance, sale or transfer of any securities of any subsidiary of FindWhat, nor are there outstanding any securities that are convertible into or exchangeable for any shares of capital stock of any subsidiary of FindWhat, and neither FindWhat nor any subsidiary of FindWhat has any obligation of any kind to issue any additional securities of any subsidiary of FindWhat or to pay for or repurchase any securities of any subsidiary of FindWhat or any predecessor thereof.

Capitalization of FindWhat and Subcorp. (a) The authorized capital stock of FindWhat consists of 50,000,000 common shares (the "FindWhat Common Shares") and 500,000 preferred shares ("FindWhat Preferred Shares"). At the close of business on December October 31, 2003, (i) 21,427,528 21,392,203 FindWhat Common Shares, par value of $.001, were issued of which 21,420,528 were and outstanding, (ii) 7,000 FindWhat Common Shares were held as treasury stock (which does not include FindWhat Common Shares reserved for issuance as set forth in clause (a)(iii) below), (iii) 295,000 FindWhat Common Shares were reserved for issuance upon the exercise or conversion of options, warrants or convertible securities granted or issuable by FindWhat, not including FindWhat's 1999 Stock Incentive Plan or the FindWhat Stock Option Plan (as defined in Section 5.2(g)), (iv) 6,200,000 3,693,438 FindWhat Common Shares reserved for issuance under FindWhat's 1999 Stock Incentive Plan, not including 3,806,501 the FindWhat Common Shares reserved for issuance under outstanding stock optionsStock Option Plan, and (v) no FindWhat Preferred Shares, par value of $.001 were issued and outstanding. All FindWhat Common Shares are, and all FindWhat Common Shares to be issued in connection with the Merger will be, duly authorized and validly issued, fully paid and nonassessable, and each outstanding share of FindWhat Common Shares has not been, and all FindWhat Common Shares to be issued in connection with the Merger will not be, issued in violation of any preemptive or similar rights. As of the date hereof, other than as set forth in the second sentence hereof or in Schedule Section 3.3(a)) in the FindWhat Disclosure Schedule, there are no outstanding subscriptions, options, warrants, puts, calls, agreements, understandings, claims or other commitments or rights of any type relating to the issuance, sale, repurchase, transfer or registration by FindWhat of any equity securities of FindWhat, nor are there outstanding any securities that are convertible into or exchangeable for any shares of FindWhat capital stock and neither FindWhat nor any subsidiary of FindWhat has any obligation of any kind to issue any additional securities or to pay for or repurchase any securities of FindWhat or any predecessor. The issuance and sale of all of the FindWhat Common Shares described in this Section 3.3(a) have been in compliance in all material respects with federal and state securities laws. Set forth in Schedule Section 3.3(a) in the FindWhat Disclosure Schedule is an accurate and complete list of the names of all holders of options to purchase FindWhat Common Shares, the number of shares issuable to each such holder upon exercise of such option, and the exercise price and vesting schedule with respect thereto. Except as set forth in Schedule Section 3.3(a)) in the FindWhat Disclosure Schedule, as of the date hereof, FindWhat has not agreed to register any securities under the Securities Act or under any state securities law or granted registration rights to any person or entity (which rights are currently exercisable); complete and correct copies of all such agreements have previously been provided to CometEspotting. (b) Subcorp's authorized capital stock consists solely of 1,000 shares of Subcorp Common Stock, of which, as of the date hereof, 100 were issued and outstanding and none were reserved for issuance. As of the date hereof, all of the outstanding shares of Subcorp Common Stock are owned by FindWhat free and clear of any liens, claims or encumbrancesencumbrances by FindWhat. (c) FindWhat does not own, directly or indirectly, any equity or other ownership interest in any corporation, partnership, joint venture or other entity or enterprise, except for the subsidiaries set forth in Schedule Section 3.3(c)) in the FindWhat Disclosure Schedule. Except as set forth in Schedule Section 3.3(c)) in the FindWhat Disclosure Schedule, FindWhat is not subject to any obligation or requirement to provide funds to or make any investment (in the form of a loan, capital contribution or otherwise) in any such entity or any other person. Except as set forth in Schedule Section 3.3(c)) in the FindWhat Disclosure Schedule, FindWhat owns, directly or indirectly, each of the outstanding shares of capital stock (or other ownership interests having by their terms ordinary voting power to elect a majority of directors or others performing similar functions with respect to such subsidiary) of each of FindWhat's subsidiaries. Each of the outstanding shares of capital stock of each of FindWhat's subsidiaries is duly authorized, validly issued, fully paid and nonassessable, and is owned, directly or indirectly, by FindWhat free and clear of all Encumbrances ("ENCUMBRANCESEncumbrances" means any charge, claim, mortgage, servitude, easement, right of way, covenant, equitable interest, lease or other possessory interest, conditional sale or other title retention arrangement, lien, option, pledge, security interest, preference, priority, right of first refusal or similar restriction). The following information for each subsidiary of FindWhat is set forth in Schedule Section 3.3(c)) in the FindWhat Disclosure Schedule, as applicable: (i) its name and jurisdiction of incorporation or organization; (ii) its authorized capital stock or share capital; and (iii) the number of issued and outstanding shares of capital stock or share capital and the record owner(s) thereof. Other than as set forth in Schedule Section 3.3(c)) in the FindWhat Disclosure Schedule, there are no outstanding subscriptions, options, warrants, puts, calls, agreements, understandings, claims or other commitments or rights of any type relating to the issuance, sale or transfer of any securities of any subsidiary of FindWhat, nor are there outstanding any securities that are convertible into or exchangeable for any shares of capital stock of any subsidiary of FindWhat, and neither FindWhat nor any subsidiary of FindWhat has any obligation of any kind to issue any additional securities of any subsidiary of FindWhat or to pay for or repurchase any securities of any subsidiary of FindWhat or any predecessor thereof.