Common use of Capitalization of Parent Clause in Contracts

Capitalization of Parent. (a) As of the Capitalization Date, the authorized capital stock of Parent consists of 1,200,000,000 shares of Parent Common Stock and 20,000,000 shares of preferred stock, of the par value $1 each (“Parent Preferred Stock”). As of the Capitalization Date (i) 615,472,741 shares of Parent Common Stock were issued and outstanding, (ii) 396,788,418 shares of Parent Common Stock were issued and held by Parent in its treasury, (iii) no shares of Parent Preferred Stock were issued and outstanding, (iv) 58,657,458 shares of Parent Common Stock were reserved for issuance, (v) no shares of Parent Preferred Stock were reserved for issuance, (vi) options to purchase 796,709 shares of Parent Common Stock were outstanding and (vii) other stock-based awards (other than shares of restricted stock or other equity-based awards included in the number of shares of Parent Common Stock outstanding set forth above) with respect to 8,398,211 shares of Parent Common Stock were outstanding (assuming maximum performance for outstanding performance based restricted stock units). (b) Since the Capitalization Date and through the date of this Agreement, except for securities issued or issuable pursuant to employee benefit plans or arrangements, including options issued pursuant to Parent stock option plans and awards payable in Parent Common Stock, (i) no shares of Parent Common Stock or Parent Preferred Stock have been repurchased or redeemed or issued, and (ii) no shares of Parent Common Stock have been reserved for issuance. (c) Neither Parent nor any of its Subsidiaries have any outstanding bonds, debentures, notes or other obligations the holders of which have the right to vote (or convert into or exercise for securities having the right to vote) with the equityholders of Parent or any of its Subsidiaries on any matter. (d) Except for securities issued or issuable pursuant to employee benefit plans or arrangements, including options issued pursuant to Parent stock option plans and awards payable in Parent Common Stock, there are no preemptive or other outstanding rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, Contracts, arrangements, calls, commitments or rights of any kind that obligate Parent or any of its Subsidiaries to issue or to sell any securities of Parent or any of its Subsidiaries or any securities or obligations convertible or exchangeable into or exercisable for, valued by reference to, or giving any Person a right to subscribe for or acquire, any securities of Parent or any of its Subsidiaries, and no securities or obligations evidencing such rights are authorized, issued or outstanding. Neither Parent nor any of its Subsidiaries is a party to any voting agreement with respect to the voting of any of the foregoing securities.

Capitalization of Parent. (a) As Prior to the Closing, Parent shall have one share of common stock issued and outstanding. At the Capitalization DateClosing, the authorized Rollover Shares and the Parent Capitalization will be contributed to the Parent in exchange for all shares of Parent Company Stock to be outstanding immediately following the Closing, except for one share of Parent Common Stock. Upon the Closing, (i) the shares of common stock of Parent (the "Parent Common Stock") issued pursuant to the Parent Capitalization and the MacArthur Contribution shall be the only shares of capital stock of Parent consists that will be issued and outstanding and (ii) a minimum of 1,200,000,000 500,000 shares of Parent Common Stock shall be issued and 20,000,000 shares outstanding. Except pursuant to the Stockholders Agreement, a stock option plan or similar plan to be adopted by the board of preferred stockdirectors of Parent substantially containing the terms set forth in Exhibit F-1 attached hereto (the "Stock Option Plan"), the stockholders agreement to be entered into by each of the par value $1 each Executives substantially in the form of Exhibit E hereto (“Parent Preferred Stock”). As of the Capitalization Date "Executive Stockholders Agreement") or any other stockholders agreement to be entered into by any Person (iother than the Executives and MacArthur) 615,472,741 acquiring shares of Parent Common Stock were as part of the Parent Capitalization (all of such agreements, collectively, the "Other Management Stockholders Agreement"), Parent will not as of the Closing Date have any outstanding commitments to issue or sell any Equity Securities. As of the Closing, the Rollover Shares, as a percentage of the issued and outstanding, (ii) 396,788,418 outstanding shares of Parent Common Stock were issued and held by Parent in its treasury, (iii) no shares of Parent Preferred Stock were issued and outstanding, (iv) 58,657,458 shares of Parent Common Stock were reserved for issuance, (v) no shares of Parent Preferred Stock were reserved for issuance, (vi) options to purchase 796,709 shares of Parent Common Stock were outstanding and (vii) other stock-based awards (other than shares of restricted stock or other equity-based awards included in the number of shares of Parent Common Stock outstanding set forth above) with respect to 8,398,211 shares of Parent Common Stock were outstanding (assuming maximum performance for outstanding performance based restricted stock units). (b) Since the Capitalization Date and through the date of this Agreement, except for securities issued or issuable pursuant to employee benefit plans or arrangements, including options issued pursuant to Parent stock option plans and awards payable in Parent Common Stock, shall equal the percentage obtained by dividing the (i) no shares of Parent Common Stock or Parent Preferred Stock have been repurchased or redeemed or issued, and MacArthur Contribution Amount by (ii) the sum of the Parent Capitalization Shares and the MacArthur Contribution Amount. There are no shares outstanding obligations, written or otherwise, of Parent Common to repurchase, redeem or otherwise acquire any Equity Securities held by any stockholder of Parent, except under the Stockholders Agreement, any Contracts to be entered into pursuant to the Stock have been reserved for issuance. (c) Neither Parent nor any of its Subsidiaries have any outstanding bondsOption Plan, debentures, notes or other obligations the holders of which have Other Management Stockholders Agreement and the right to vote (or convert into or exercise for securities having the right to vote) with the equityholders of Parent or any of its Subsidiaries on any matter. (d) Executive Stockholders Agreement. Except for securities issued or issuable the Stockholders Agreement, any Contracts to be entered into pursuant to employee benefit plans or arrangementsthe Stock Option Plan, including options issued pursuant to the Other Management Stockholders Agreement and the Executive Stockholders Agreement, Parent stock option plans and awards payable in Parent Common Stock, there are no preemptive or other outstanding rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, Contracts, arrangements, calls, commitments or rights of any kind that obligate Parent or any of its Subsidiaries to issue or to sell any securities of Parent or any of its Subsidiaries or any securities or obligations convertible or exchangeable into or exercisable for, valued by reference to, or giving any Person a right to subscribe for or acquire, any securities of Parent or any of its Subsidiaries, and no securities or obligations evidencing such rights are authorized, issued or outstanding. Neither Parent nor any of its Subsidiaries is not a party to any voting agreement trust or other Contract with respect to the voting voting, redemption, sale, transfer or other disposition of any of the foregoing securitiesits Equity Securities.

Capitalization of Parent. (a) As of the Capitalization Date, the The authorized capital stock of Parent the PARENT consists of 1,200,000,000 shares the classes of Parent Common Stock securities, and 20,000,000 shares of preferred stock, of the par value $1 each (“Parent Preferred Stock”). As of the Capitalization Date (i) 615,472,741 shares of Parent Common Stock were issued and outstanding, (ii) 396,788,418 shares of Parent Common Stock were issued and held by Parent in its treasury, (iii) no shares of Parent Preferred Stock were issued and outstanding, (iv) 58,657,458 shares of Parent Common Stock were reserved for issuance, (v) no shares of Parent Preferred Stock were reserved for issuance, (vi) options to purchase 796,709 shares of Parent Common Stock were outstanding and (vii) other stock-based awards (other than shares of restricted stock or other equity-based awards included in the number of shares of Parent each such class authorized, issued and outstanding, and the outstanding Common Stock Warrants (and their respective (a) All of the issued and outstanding set forth above) with respect to 8,398,211 shares of Parent capital stock of the PARENT ------ have been duly authorized and validly issued, are fully paid and non-assessable and were validly offered, issued, sold, and delivered by. Upon consummation of the Merger, the shares of PARENT Common Stock were outstanding to be issued in exchange for TARGET Capital Stock in accordance with this Agreement will be, when so issued, duly authorized, validly issued, fully paid and nonassessable. PARENT has no liability (assuming maximum performance or potential liability) to any Person for outstanding performance based restricted stock units)any dividends that have been declared or accrued and remain unpaid. (b) Since the Capitalization Date and through the date Except as set forth in Schedule 4.2(b), there are no outstanding --------------- rights, options or warrants to acquire capital stock of this AgreementPARENT, except for or convertible securities issued convertible or issuable pursuant exchangeable into Capital Stock of PARENT (sometimes herein collectively referred to employee benefit plans or arrangements, including options issued pursuant to Parent stock option plans and awards payable in Parent Common Stock, (i) no shares of Parent as "Common Stock or Parent Preferred Stock have been repurchased or redeemed or issuedWarrants") as of December 31, and (ii) no shares of Parent 2003. No Common Stock Warrants have been reserved for issuancebeen, or will be issued by PARENT after December 31, 2003 without the consent of TARGET. (c) Neither Parent nor Except as set forth in Schedule 4.2(c), (i) there are no ---------------- outstanding or existing proxies, voting agreements, voting trusts, preemptive rights, rights of first refusal, rights of first offer, rights of co-sale or tag-along rights, stockholder agreements to which PARENT is a party or other rights, understandings or arrangements regarding the voting or disposition of the capital stock of PARENT to which PARENT is a party or any other restrictions (other than normal restrictions on transfer under applicable federal and state securities laws) applicable to any of its Subsidiaries have any PARENT's outstanding bonds, debentures, notes stock or other obligations securities or to the holders conversion of any shares of capital stock of PARENT in the Merger pursuant to any agreement or obligation to which have the right to vote (or convert into or exercise for securities having the right to vote) with the equityholders of Parent PARENT or any of its Subsidiaries on stockholders is a party; and (ii) PARENT has not granted or agreed to grant to any matterperson or entity any rights (including piggyback registration rights) to have any capital securities of PARENT, including, without limitation, any Common Stock Warrants or any securities underlying the same, registered with under the Securities Act or any other Law. (d) Except for securities issued as set forth in Schedule 4.2(d), no Common Stock Warrants of --------------- PARENT (i) are subject to acceleration or issuable pursuant automatic vesting as a result of the occurrence of the Merger, or (ii) contain any provision accelerating the vesting of the right to employee benefit plans exercise, exchange or arrangementsconvert the same upon a merger or consolidation involving PARENT, including options issued pursuant to Parent stock option plans and awards payable in Parent Common an issuance or sale of PARENT Capital Stock, there are no preemptive any sale of all or other outstanding rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, Contracts, arrangements, calls, commitments or rights substantially all of any kind that obligate Parent PARENT's assets or any business combination or similar transactions involving or causing a change of its Subsidiaries to issue or to sell any securities control of Parent or any PARENT. (e) Except as set forth on Schedule 4.2(e), PARENT owns all of its Subsidiaries or any securities or obligations convertible or exchangeable into or exercisable for, valued by reference to, or giving any Person a right to subscribe for or acquire, any securities of Parent or any the --------------- issued and outstanding capital stock of its Subsidiaries, free and no securities or obligations evidencing clear of all Liens. (f) The authorized capital stock of Acquisition Corp. consists of the classes of securities, and the number of shares of each such rights are class authorized, issued or and outstanding, as are set forth on Schedule 4.2(f). Neither Parent nor any of its Subsidiaries is a party to any voting agreement with respect to the voting of any All of the foregoing securitiesissued --------------- and outstanding shares of capital stock of Acquisition Corp. have been duly authorized and validly issued, are fully paid and non-assessable.

Capitalization of Parent. (a) As of the Capitalization Datedate hereof, the Parent has an authorized capital stock capitalization consisting of Parent consists (x) 95,000,000 shares of 1,200,000,000 common stock, of which as of December 31, 2007, 34,572,614 shares are issued and outstanding, 2,027,503 shares of Parent Common Stock are reserved for issuance and 20,000,000 2,174,828 shares are held in Parent’s treasury, and (y) 5,000,000 shares of preferred stock, of the par value $1 each (“Parent Preferred Stock”). As .01 per share, of the Capitalization Date (i) 615,472,741 which no shares of Parent Common Stock were are issued and outstanding, (ii) 396,788,418 . All such outstanding shares of common stock of Parent Common Stock have been duly authorized and validly issued, are fully paid and nonassessable and were not issued and held by Parent in its treasuryviolation of, (iii) any preemptive rights. Except as described above, no shares of Parent Preferred Stock were issued and outstanding, (iv) 58,657,458 shares common stock of Parent Common Stock were are authorized, issued, outstanding or reserved for issuance. Except as set forth on Section 5.4(a) of the Parent Disclosure Letter, (v) there are no outstanding or authorized options, warrants, rights, subscriptions, claims of any character, agreements, obligations, convertible or exchangeable securities, or other commitments, contingent or otherwise, relating to the capital stock of, or other equity or voting interest in, Parent, pursuant to which Parent or any of its Subsidiaries is or may become obligated to issue, deliver or sell or cause to be issued, delivered or sold, common stock of Parent, any other equity of or other voting interest in, Parent or any securities convertible into, exchangeable for, or evidencing the right to subscribe for or acquire, any shares of Parent Preferred Stock were reserved for issuance, (vi) options to purchase 796,709 shares the capital stock of Parent Common Stock were outstanding and (vii) other stock-based awards (other than shares of restricted stock or other equity-based awards included in the number of shares of Parent Common Stock equity or voting interest in, Parent. There is no outstanding set forth above) or authorized stock appreciation, phantom stock, profit participation or similar rights with respect to 8,398,211 shares of Parent Common Stock were outstanding (assuming maximum performance for outstanding performance based restricted the capital stock units). (b) Since the Capitalization Date and through the date of this Agreementof, except for securities issued or issuable pursuant to employee benefit plans other equity or arrangementsvoting interest in, including options issued pursuant to Parent stock option plans and awards payable in Parent Common Stock, (i) no shares of Parent Common Stock or Parent Preferred Stock have been repurchased or redeemed or issued, and (ii) no shares of Parent Common Stock have been reserved for issuance. (c) Parent. Neither Parent nor any of its Subsidiaries have has any authorized or outstanding bonds, debentures, notes or other obligations Indebtedness the holders of which have the right to vote (or convert into convertible into, exchangeable for, or exercise evidencing the right to subscribe for or acquire securities having the right to vote) with the equityholders stockholders of Parent or any of its Subsidiaries on any matter. (d) Except for securities issued or issuable pursuant to employee benefit plans or arrangements, including options issued pursuant to Parent stock option plans and awards payable in Parent Common Stock, there . There are no preemptive or other outstanding rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, Contracts, arrangements, calls, commitments or rights of any kind that obligate Contracts to which Parent or any of its Subsidiaries to issue or to sell any securities of Parent or any of its Subsidiaries or any securities or obligations convertible or exchangeable into or exercisable for, valued by reference to, or giving any Person a right to subscribe for or acquire, any securities of Parent or any of its Subsidiaries, and no securities or obligations evidencing such rights are authorized, issued or outstanding. Neither Parent nor any of its Subsidiaries is a party or by which they are bound to (i) repurchase, redeem or otherwise acquire any shares of capital stock of, or other equity or voting agreement interest in, Parent or any other Person or (ii) vote or dispose of any shares of capital stock of, or other equity or voting interest in, Parent. There are no irrevocable proxies and no voting agreements with respect to the any membership interests of, or other equity or voting of any of the foregoing securitiesinterest in, Parent.

Capitalization of Parent. As of February 28, 1998, Parent's authorized capital stock consisted of (i) 40,000,000 shares of common stock, $1.25 par value per share of which (a) As of the Capitalization Date, the authorized capital stock of Parent consists of 1,200,000,000 23,607,047 shares of Parent Common Stock and 20,000,000 shares of preferred stock, of the par value $1 each (“Parent Preferred Stock”). As of the Capitalization Date (i) 615,472,741 shares of Parent Common Stock were issued and outstanding, (iib) 396,788,418 1,166,100 shares of Parent Common Stock were issued and held by Parent in its treasury, treasury (iiiwhich does not include the shares reserved for issuance as set forth in clause (i)(c) no below) and (c) 1,622,935 shares of Parent Preferred Stock were issued and outstanding, (iv) 58,657,458 shares of Parent Common Stock were reserved for issuanceissuance upon the exercise or conversion of options, (v) no shares of Parent Preferred Stock were reserved for issuance, (vi) options to purchase 796,709 shares of Parent Common Stock were outstanding and (vii) other stock-based awards (other than shares of restricted stock warrants or other equity-based awards included in the number of shares of Parent Common Stock outstanding set forth above) with respect to 8,398,211 shares of Parent Common Stock were outstanding (assuming maximum performance for outstanding performance based restricted stock units). (b) Since the Capitalization Date and through the date of this Agreement, except for convertible securities issued granted or issuable pursuant to employee benefit plans or arrangements, including options issued pursuant to Parent stock option plans and awards payable in Parent Common Stock, (i) no shares of Parent Common Stock or Parent Preferred Stock have been repurchased or redeemed or issuedby Parent, and (ii) 10,000,000 shares of preferred stock, $.05 par value per share ("Parent Preferred Stock"), none of which are outstanding or designated except as provided in the next sentence. As of the date hereof, 400,000 shares are designated Preferred Stock, Cumulative Junior Participating Series C ("Parent Series C Preferred Stock") and are reserved for issuance in accordance with the Rights Agreement dated as of March 4, 1991, by and between Parent and Chasx Xxxxxx Xxxreholder Services, L.L.C., as Rights Agent ("Parent Rights Agreement"), pursuant to which Parent has issued rights ("Parent Rights") to purchase shares of Parent Series C Preferred Stock. Each outstanding share of Parent capital stock is, and all shares of Common Stock to be issued in connection with the Merger will be, duly authorized and validly issued, fully paid and nonassessable, and no outstanding share of Parent capital stock has been, and no shares of Parent Common Stock have been reserved for to be issued in connection with the Merger will be issued in violation of any preemptive or similar rights. As of the date hereof, other than as set forth in the Parent SEC Documents, pursuant to the Parent Rights Agreement or in Section 3.3 to the Parent 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. (c) Neither , sale or transfer by Parent nor or any of its Subsidiaries have subsidiaries of any securities of Parent, nor are there outstanding any securities which are convertible into or exchangeable for any shares of capital stock of Parent, and Parent has no obligation of any kind to issue any additional securities or to pay for securities of Parent or any predecessor. Parent has no outstanding bonds, debentures, notes or other similar obligations the holders of which have the right to vote (or convert into or exercise for securities having the right to vote) generally with the equityholders holders of Parent or any of its Subsidiaries on any matter. (d) Except for securities issued or issuable pursuant to employee benefit plans or arrangements, including options issued pursuant to Parent stock option plans and awards payable in Parent Common Stock, there are no preemptive or other outstanding rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, Contracts, arrangements, calls, commitments or rights of any kind that obligate Parent or any of its Subsidiaries to issue or to sell any securities of Parent or any of its Subsidiaries or any securities or obligations convertible or exchangeable into or exercisable for, valued by reference to, or giving any Person a right to subscribe for or acquire, any securities of Parent or any of its Subsidiaries, and no securities or obligations evidencing such rights are authorized, issued or outstanding. Neither Parent nor any of its Subsidiaries is a party to any voting agreement with respect to the voting of any of the foregoing securities.

Capitalization of Parent. (a) The authorized capital stock of Parent consists of 20,000,000 shares of Common Stock, par value $0.0001 per share and 1,000,000 shares of preferred stock, par value $0.0001 per share. As of the Capitalization DateClosing, the authorized capital stock of Parent consists will consist of 1,200,000,000 50,000,000 shares of Parent Common Stock and 20,000,000 Stock, 100,000 shares of Class A Stock, and 1,000,000 shares of “blank check”, undesignated preferred stock, of the par value $1 each (“Parent Preferred Stock”). As of the Capitalization Date date hereof, (i) 615,472,741 8,188,800 shares of Parent Common Stock Stock, (ii) 9,426,300 warrants (the “Warrants”), (iii) 6,626,300 units (the “Units”) and (iv) no shares of preferred stock were issued and outstanding. As of the date hereof, (ii) 396,788,418 options to purchase 376,300 shares of Parent Common Stock and 376,300 warrants (convertible into 376,300 shares of Common Stock), in the aggregate, were issued and held by Parent in its treasuryoutstanding (collectively, (iii) the “Option Securities”). Except as set forth above, no shares of Parent Preferred Stock were issued and outstanding, (iv) 58,657,458 shares of Parent Common Stock were reserved for issuance, (v) no shares of Parent Preferred Stock were reserved for issuance, (vi) options to purchase 796,709 shares of Parent Common Stock were outstanding and (vii) other stock-based awards (other than shares of restricted capital stock or other equity-based awards included in the number voting securities of Parent are issued, reserved for issuance or outstanding. All outstanding shares of Parent Common Stock are duly authorized, validly issued, fully paid and nonassessable and not subject to or issued in violation of any purchase option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the DGCL, the Parent Organizational Documents or any contract to which Parent is a party. To the knowledge of Parent, none of the outstanding set forth above) with respect to 8,398,211 shares securities of the Parent Common Stock were outstanding (assuming maximum performance for outstanding performance based restricted stock units)has been issued in violation of any foreign, federal or state securities Laws. (b) Since None of the Capitalization Date Warrants issued and through outstanding, other than the date 2,800,000 common stock purchase warrant issued to Camden Learning, LLC as part of this Agreementa private placement immediately after the Parent’s IPO (the “Camden Warrant”), except for securities issued or issuable pursuant to employee benefit plans or arrangements, including options issued pursuant to Parent stock option plans and awards payable in Parent Common Stock, (i) no shares of Parent Common Stock or Parent Preferred Stock have been repurchased or redeemed or issuedhas a cashless exercise feature, and (ii) no shares each of the Warrants, other than the Camden Warrant, has an exercise price of $5.50. Upon exercise of any of the Warrants, other than the Camden Warrant, the cash paid for the exercise price will be paid directly to the Parent. By way of example, if 1,815,950 Warrants are exercised after the Closing, the Parent Common Stock have been reserved for issuancewill receive aggregate proceeds from such exercise in the amount of $9,987,725.00. (c) Neither Parent nor any of its Subsidiaries have any Except for the Warrants and Option Securities, and other than the conversion rights set forth in the Prospectus, there are no (i) outstanding options, warrants, puts, calls, convertible securities, preemptive or similar rights, (ii) bonds, debentures, notes or other obligations indebtedness having general voting rights or that are convertible or exchangeable into securities having such rights, or (iii) subscriptions or other rights, agreements, arrangements, contracts or commitments of any character, relating to the holders of which have the right issued or unissued Common Stock or obligating Parent or Merger Sub to vote (issue, transfer, deliver or convert sell or cause to be issued, transferred, delivered, sold or repurchased any options or Common Stock or securities convertible into or exercise exchangeable for securities having such shares, or obligating the right Parent or Merger Sub to vote) with grant, extend or enter into any such option, warrant, call, subscription or other right, agreement, arrangement or commitment for such Common Stock. Other than the equityholders conversion rights set forth in the Prospectus, there are no outstanding obligations of Parent or Merger Sub to repurchase, redeem or otherwise acquire any shares of its Subsidiaries on any matterCommon Stock of Parent or Merger Sub. (d) Except for securities issued or issuable pursuant to employee benefit plans or arrangements, including options issued pursuant to Parent stock option plans and awards payable in Parent Common Stock, there There are no preemptive stockholders or members agreements, voting trusts or other outstanding rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, Contracts, arrangements, calls, commitments agreements or rights of any kind that obligate understandings to which Parent or any of its Subsidiaries to issue or to sell any securities of Parent or any of its Subsidiaries or any securities or obligations convertible or exchangeable into or exercisable for, valued by reference to, or giving any Person a right to subscribe for or acquire, any securities of Parent or any of its Subsidiaries, and no securities or obligations evidencing such rights are authorized, issued or outstanding. Neither Parent nor any of its Subsidiaries Merger Sub is a party to any voting agreement with respect to the voting of any equity interest or the capital stock or equity interests of Parent or any Merger Sub. (e) No Indebtedness of the foregoing securitiesParent or Merger Sub contains any restriction upon: (i) the prepayment of any of such Indebtedness, (ii) the incurrence of Indebtedness by Parent or Merger Sub or (iii) the ability of Parent or Merger Sub to grant any Encumbrance on its properties or assets. (f) Since the date of Parent’s formation, other than a stock dividend of 0.3888888 which was effective as of November 20, 2007, neither Parent nor Merger Sub has declared or paid any distribution or dividend in respect of the Common Stock.

Capitalization of Parent. (a) As of the Capitalization Date, the The authorized share capital stock of Parent consists of 1,200,000,000 shares an unlimited number of Parent Common Stock Ordinary Shares, no par value, 1,000,000 Class A Preferred Shares, no par value, 1,000,000 Class B preferred shares, no par value, 1,000,000 Class C preferred shares, no par value, 1,000,000 Class D preferred shares, no par value, and 20,000,000 shares of 1,000,000 Class E preferred stockshares, of the no par value $1 each (“Parent Preferred Stock”)value. As of the Capitalization Date date hereof, (i) 615,472,741 shares of Parent Common Stock were issued and outstanding2,869,375 Ordinary Shares, (ii) 396,788,418 shares of Parent Common Stock were issued 4,295,500 warrants to purchase 4,295,500 Ordinary Shares (the “Warrants”), and held by Parent in its treasury, (iii) no preferred shares of Parent Preferred Stock were are issued and outstanding. As of the date hereof, (iv) 58,657,458 shares of Parent Common Stock were reserved for issuance, (v) no shares of Parent Preferred Stock were reserved for issuance, (vi) options to purchase 796,709 shares 88,000 units (the “Units”) (each consisting of Parent Common Stock were outstanding one Ordinary Share and one warrant to purchase one Ordinary Share, for a total of 88,000 Ordinary Shares and warrants to purchase 88,000 Ordinary Shares), issued to Xxxxxx & Xxxxxxx, representative of the underwriters (viithe “Underwriter”) other stock-based awards of the Parent’s initial public offering consummated on December 15, 2010 (other than shares of restricted stock or other equity-based awards included in the number of shares of Parent Common Stock outstanding set forth above) with respect to 8,398,211 shares of Parent Common Stock were “IPO”), are issued and outstanding (assuming maximum performance for collectively, the “Option Securities”). There are 573,875 Ordinary Shares and 2,000,000 Warrants held of record by Parent’s founder and sponsor, FWAC Holdings. Additionally, there are 50,000 Ordinary Shares and 50,000 Warrants held by Xx. Xxxxxxx X. Xxxxxxxx, Parent’s Chairman of the Board. All outstanding performance based restricted stock units)Ordinary Shares are duly authorized, validly issued, fully paid and nonassessable and not subject to or issued in violation of any purchase option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the British Virgin Islands Companies Act”, the Parent Organizational Documents or any contract to which Parent is a party. None of the outstanding securities of the Parent has been issued in violation of any foreign, federal or state securities Laws. (b) Since All of the Capitalization Date Warrants issued and through the date of this Agreementoutstanding have a cashless exercise feature, except for securities issued or issuable pursuant subject to employee benefit plans or arrangements, including options issued pursuant to Parent stock option plans and awards payable in Parent Common Stock, (i) no shares of Parent Common Stock or Parent Preferred Stock have been repurchased or redeemed or issuedcertain provisions, and (ii) no shares each of the Warrants has an exercise price of $11.00. Upon exercise of any of the Warrants, the cash paid for the exercise price will be paid directly to the Parent. By way of example, if 4,295,500 Warrants are exercised after the Closing, the Parent Common Stock will receive aggregate proceeds from such exercise in the amount of $47,250,500. The options to purchase 88,000 Units have been reserved for issuancean exercise price of $12.50 per Unit, while each warrant which underlies the Unit has an exercise price of $11.00. (c) Neither Parent nor any of its Subsidiaries have any Except for the Warrants and Option Securities, there are no (i) outstanding options, warrants, puts, calls, convertible securities, preemptive or similar rights, (ii) bonds, debentures, notes or other obligations indebtedness having general voting rights or that are convertible or exchangeable into securities having such rights, or (iii) subscriptions or other rights, agreements, arrangements, contracts or commitments of any character, relating to the holders of which have the right issued or unissued Ordinary Shares or obligating Parent or Merger Sub to vote (issue, transfer, deliver or convert sell or cause to be issued, transferred, delivered, sold or repurchased any options or Ordinary Shares or securities convertible into or exercise exchangeable for securities having such shares, or obligating the right Parent or Merger Sub to vote) with grant, extend or enter into any such option, warrant, call, subscription or other right, agreement, arrangement or commitment for such Ordinary Shares. Other than the equityholders Tender Offer, there are no outstanding obligations of Parent or Merger Sub to repurchase, redeem or otherwise acquire any Ordinary Shares of Parent or any common stock or other equity interest of its Subsidiaries on Merger Sub or to provide funds to make any matterinvestment (in the form of a loan, capital contribution or otherwise) in any entity. (d) Except for securities issued or issuable pursuant to employee benefit plans or arrangements, including options issued pursuant to Parent stock option plans and awards payable in Parent Common Stock, there There are no preemptive shareholders or members agreements, voting trusts or other outstanding rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, Contracts, arrangements, calls, commitments agreements or rights of any kind that obligate understandings to which Parent or any of its Subsidiaries to issue or to sell any securities of Parent or any of its Subsidiaries or any securities or obligations convertible or exchangeable into or exercisable for, valued by reference to, or giving any Person a right to subscribe for or acquire, any securities of Parent or any of its Subsidiaries, and no securities or obligations evidencing such rights are authorized, issued or outstanding. Neither Parent nor any of its Subsidiaries Merger Sub is a party to any voting agreement with respect to the voting of any equity interest or the capital stock or equity interests of Parent or any Merger Sub other than as listed in Section 4.2(d) of Parent Disclosure Schedule. (e) No Indebtedness of the foregoing securitiesParent or Merger Sub contains any restriction upon: (i) the prepayment of any of such Indebtedness, (ii) the incurrence of Indebtedness by Parent or Merger Sub or (iii) the ability of Parent or Merger Sub to grant any Encumbrance on its properties or assets. (f) Since the date of Parent’s formation, and except as contemplated by this Agreement, Parent has not declared or paid any distribution or dividend in respect of the Ordinary Shares and has not repurchased, redeemed or otherwise acquired any Ordinary Shares, and Parent’s Board has not authorized any of the foregoing.

Capitalization of Parent. (a) As of the Capitalization Date, the The authorized capital stock of Parent consists of 1,200,000,000 150,000,000 shares of Parent Common Stock and 20,000,000 1,000,000 shares of preferred stock, of the par value $1 each (“Parent Preferred Stock”)0.0001 per share. As of the Capitalization Date date hereof and immediately prior to the Closing, (i) 615,472,741 56,250,000 shares of Parent Common Stock were either issued alone or as part of a Unit, (ii) 63,100,000 warrants (the “Warrants”) either issued alone or as part of Unit, (iii) 45,000,000 units, each comprised of one (1) share of Parent Common Stock and one (1) Warrant (the “Units”), and (iv) no shares of preferred stock are or will be issued and outstanding, (ii) 396,788,418 shares of Parent Common Stock were issued and held by Parent in its treasury, (iii) no shares of Parent Preferred Stock were issued and outstanding, (iv) 58,657,458 shares of Parent Common Stock were reserved for issuance, (v) no shares of Parent Preferred Stock were reserved for issuance, (vi) options without giving effect to purchase 796,709 shares of Parent Common Stock were outstanding and (vii) other stock-based awards (other than shares of restricted stock or other equity-based awards included any change in the number of shares issued and outstanding Warrants resulting from the Warrant Redemption or any change in the number of Parent Common Stock issued and outstanding set forth above) with respect to 8,398,211 shares of Parent Common Stock were outstanding (assuming maximum performance for outstanding performance based restricted stock units). (b) Since the Capitalization Date and through the date of this Agreement, except for securities issued or issuable pursuant to employee benefit plans or arrangements, including options issued pursuant to Parent stock option plans and awards payable in Parent Common Stock, (i) no shares of Parent Common Stock or Warrants resulting from Parent Preferred repurchase, redemption, restructure, exchange or conversion of Parent Common Stock have been repurchased and/or Warrants. Except as set forth above, no shares of capital stock or redeemed or other voting securities of Parent are issued, and (ii) no reserved for issuance or outstanding. All outstanding shares of Parent Common Stock have are duly authorized, validly issued, fully paid and nonassessable and not subject to or issued in violation of any purchase option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the DGCL, the Parent Organizational Documents or any contract to which Parent is a party. To the knowledge of Parent, none of the outstanding securities of Parent has been reserved issued in violation of any foreign, federal or state securities Laws. (b) None of the Warrants issued and outstanding, other than the 15,600,000 common stock purchase warrants purchased by the Sponsor as part of a private placement immediately after Parent’s IPO (the “URI Warrants”), has a cashless exercise feature, and, except for issuancethe 2,500,000 warrants granted to the Sponsor to purchase Parent Common Stock at an exercise price of $12.50 per share (“Sponsor Warrants”), each of the Warrants has an exercise price of $7.00 per share. Upon exercise of any of the Warrants, other than the URI Warrants, the cash paid for the exercise price will be paid directly to Parent. (c) Neither Parent nor any of its Subsidiaries have any Except for the Warrants, and other than the redemption rights set forth in the Prospectus (as defined in Section 8.1) and except as set forth herein, there are no (i) outstanding options, warrants, puts, calls, convertible securities, preemptive or similar rights, (ii) bonds, debentures, notes or other obligations indebtedness having general voting rights or that are convertible or exchangeable into securities having such rights, or (iii) subscriptions or other rights, agreements, arrangements, contracts or commitments of any character, relating to the holders of which have the right issued or unissued Parent Common Stock or obligating Parent or Merger Sub to vote (issue, transfer, deliver or convert sell or cause to be issued, transferred, delivered, sold or repurchased any options or Parent Common Stock or securities convertible into or exercise exchangeable for securities having such shares, or obligating Parent or Merger Sub to grant, extend or enter into any such option, warrant, call, subscription or other right, agreement, arrangement or commitment for such Parent Common Stock. Other than as contemplated by this Agreement and the right to vote) with redemption rights set forth in the equityholders Prospectus, there are no outstanding obligations of Parent or Merger Sub to repurchase, redeem or otherwise acquire any shares of its Subsidiaries on any matterParent Common Stock or Warrants of Parent or Merger Sub. (d) Except for securities issued or issuable pursuant to employee benefit plans or arrangements, including options issued pursuant to Parent stock option plans and awards payable in Parent Common Stock, there There are no preemptive stockholders or members agreements, voting trusts or other outstanding rightsagreements or understandings to which the Sponsor, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, Contracts, arrangements, calls, commitments or rights of any kind that obligate Parent or any of its Subsidiaries to issue or to sell any securities of Parent or any of its Subsidiaries or any securities or obligations convertible or exchangeable into or exercisable for, valued by reference to, or giving any Person a right to subscribe for or acquire, any securities of Parent or any of its Subsidiaries, and no securities or obligations evidencing such rights are authorized, issued or outstanding. Neither Parent nor any of its Subsidiaries Merger Sub is a party to any voting agreement with respect to the voting of any equity interest or the capital stock or equity interests of Parent or any Merger Sub. (e) No Indebtedness of Parent or Merger Sub contains any restriction upon: (i) the prepayment of any of such Indebtedness, (ii) the incurrence of Indebtedness by Parent or Merger Sub or (iii) the ability of Parent or Merger Sub to grant any Encumbrance on its properties or assets. (f) Since the date of Parent’s formation, other than a stock dividend of 2.3-for-one which was effective as of November 30, 2007, neither Parent nor Merger Sub has declared or paid any distribution or dividend in respect of the foregoing securitiesParent Common Stock.

Capitalization of Parent. (ai) As of the Capitalization Date, the The authorized capital stock of Parent consists of 1,200,000,000 1,000,000,000 shares of Parent Common Stock and 20,000,000 shares of preferred stockStock, of the par value $1 each (“Parent Preferred Stock”). As of the Capitalization Date (i) 615,472,741 shares of Parent Common Stock were issued and outstanding, (ii) 396,788,418 shares of Parent Common Stock were issued and held by Parent in its treasury, (iii) no shares of Parent Preferred Stock were issued and outstanding, (iv) 58,657,458 shares of Parent Common Stock were reserved for issuance, (v) no shares of Parent Preferred Stock were reserved for issuance, (vi) options to purchase 796,709 which 49,865,461 shares of Parent Common Stock were outstanding as of the close of business on November 2, 2012 and (vii) other stock-based awards (other than 150,000,000 shares of restricted stock or other equity-based awards included in the number preferred stock, par value $0.01, of Parent, of which no shares of Parent Common Stock outstanding set forth above) with respect to 8,398,211 shares of Parent Common Stock were outstanding (assuming maximum performance for as of the close of business on November 2, 2012. All of the outstanding performance based restricted stock units). (b) Since the Capitalization Date and through the date of this Agreement, except for securities issued or issuable pursuant to employee benefit plans or arrangements, including options issued pursuant to Parent stock option plans and awards payable in Parent Common Stock, (i) no shares of Parent Common Stock or Parent Preferred Stock have been repurchased or redeemed or issued, and (ii) no shares of Parent Common Stock have been duly authorized and are validly issued, fully paid and nonassessable. Other than 2,394,644 shares of Parent Common Stock reserved for issuance under Parent’s employee or director benefit plans, Parent has no shares of Parent Common Stock reserved for issuance. All shares of Parent Common Stock to be issued in the Merger will be, when issued in accordance with the terms hereof, duly authorized and validly issued, fully paid and nonassessable and free and clear of any Liens, and not subject to any preemptive rights or any restrictions on resale under the Securities Act, other than restrictions imposed by Rules 144 and 145 under the Securities Act. (c) Neither Parent nor any of its Subsidiaries have any outstanding bonds, debentures, notes or other obligations the holders of which have the right to vote (or convert into or exercise for securities having the right to vote) with the equityholders of Parent or any of its Subsidiaries on any matter. (dii) Except for securities issued or issuable pursuant to employee benefit plans or arrangements, including options issued pursuant to Parent stock option plans and awards payable in Parent Common Stockas stated above, there are no preemptive or other outstanding rights, options, warrants, conversion rights, “phantom” stock rights, stock appreciation rights, redemption rights, repurchase rights, Contractsagreements, arrangements, calls, commitments or rights of any kind that obligate Parent or any of its Subsidiaries to issue or to sell any shares of capital stock or other securities of Parent or any of its Subsidiaries or any securities or obligations convertible or exchangeable into or exercisable for, valued by reference to, or giving any Person a right to subscribe for or acquire, any securities of Parent or any of its SubsidiariesParent, and no securities or obligations evidencing such rights are authorized, issued or outstanding. Neither Parent nor does not have outstanding any bonds, debentures, notes or other obligations that give the holders thereof the right to vote (or convertible into or exercisable or exchangeable for securities having the right to vote) with the stockholders of its Subsidiaries Parent on any matter. There are no stockholder agreements, voting trusts or other agreements or understandings to which Parent or Merger Sub is a party to any voting agreement with respect to the holding, voting, registration, redemption, repurchase or disposition of, or that restricts the transfer of, any capital stock or other voting securities or equity interests of any of the foregoing securitiesParent or Merger Sub.

Capitalization of Parent. (a) As of the Capitalization Date, the The authorized capital stock of Parent consists of 1,200,000,000 149,000,000 common shares (the “ Parent Common Stock ”). At the date of this Agreement, (i) 22,107,520 shares of Parent Common Stock and 20,000,000 shares of preferred stock, of the par value $1 each (“Parent Preferred Stock”). As of the Capitalization Date (i) 615,472,741 shares of Parent Common Stock were are issued and outstanding, (ii) 396,788,418 3,750,000 shares of Parent Common Stock were issued are reserved for issuance upon the exercise or conversion of options, warrants or convertible securities granted or issuable by Parent, including pursuant to Parent’s stock option and held by Parent in its treasury, (iii) no shares stock purchase plans. Each outstanding share of Parent Preferred Common Stock were is duly authorized and validly issued, fully paid and nonassessable and has not been issued in violation of any preemptive or similar rights. The issuance and outstanding, (iv) 58,657,458 sale of all of the shares of Parent Common Stock were reserved for described in this Section 3.6 have been in compliance in all material respects with applicable federal and state securities laws. (b) As of the date hereof, other than as set forth in clause (a) above, there are no outstanding subscriptions, options, warrants, puts, calls, agreements, understandings, claims or other commitments or rights of any type relating to the issuance, (v) no sale, repurchase or transfer by Parent of any securities of Parent, nor are there outstanding any securities which are convertible into or exchangeable for any shares of Parent Preferred Stock were reserved Common Stock, and Parent has no obligation of any kind to issue any additional securities or to pay for issuance, or repurchase any securities of Parent or any predecessor. (vic) options to purchase 796,709 The shares of Parent Common Stock were outstanding to be issued at the Effective Time have been duly authorized and will, at the Effective Time, be fully paid and nonassessable and issued in reliance on exceptions from the registration and qualification requirements of federal and state securities laws. (viid) other stock-based awards (other than shares of restricted stock or other equity-based awards included in The transactions contemplated by this Agreement, including without limitation, the number of shares issuance of Parent Common Stock outstanding set forth above) with respect to 8,398,211 shares and the ownership of the Parent Common Stock were outstanding (assuming maximum performance for outstanding performance based restricted stock units). (b) Since by the Capitalization Date and through the date of this AgreementStockholders, except for securities issued will not create any obligation by Parent to sell or issuable pursuant to employee benefit plans or arrangements, including options issued pursuant to Parent stock option plans and awards payable in Parent Common Stock, (i) no otherwise issue any shares of Parent Common Stock or any other securities, or otherwise cause the application of, any control share acquisition, shareholder approval requirement (other than the Parent Preferred Stockholder Approval), poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Parent Articles or the laws of the state of its incorporation or other applicable law. (e) Prior to Closing Date, Parent Common Stock shall have been repurchased or redeemed or issued, reverse split 1:20 so as to provide this transaction with between 8,000,000 and (ii) no 12,000,000 shares of Parent Common Stock have been reserved for issuanceconsideration. (c) Neither Parent nor any of its Subsidiaries have any outstanding bonds, debentures, notes or other obligations the holders of which have the right to vote (or convert into or exercise for securities having the right to vote) with the equityholders of Parent or any of its Subsidiaries on any matter. (d) Except for securities issued or issuable pursuant to employee benefit plans or arrangements, including options issued pursuant to Parent stock option plans and awards payable in Parent Common Stock, there are no preemptive or other outstanding rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, Contracts, arrangements, calls, commitments or rights of any kind that obligate Parent or any of its Subsidiaries to issue or to sell any securities of Parent or any of its Subsidiaries or any securities or obligations convertible or exchangeable into or exercisable for, valued by reference to, or giving any Person a right to subscribe for or acquire, any securities of Parent or any of its Subsidiaries, and no securities or obligations evidencing such rights are authorized, issued or outstanding. Neither Parent nor any of its Subsidiaries is a party to any voting agreement with respect to the voting of any of the foregoing securities.

Capitalization of Parent. (a) As On the Closing Date, immediately before the consummation of the Capitalization DateMerger, Parent shall be authorized to issue: (i) 50,000,000 shares of Common Stock, of which not more than 1,562,500 shares of Common Stock shall be issued and outstanding; and (ii) 15,000,000 shares of “blank check” preferred stock, of which no shares shall be issued and outstanding, and of which 10,000,000 shares shall be designated as the Series A Convertible Preferred Stock pursuant to Articles of Amendment to the Articles of Incorporation of Parent substantially in the form of Exhibit C attached hereto are to be submitted for filing with the Florida Department of State immediately prior to the Closing. Immediately following the Merger but prior to the closing of the Private Placement, the authorized Shen Kun Shareholders will own 92.9% of the total combined voting power of all classes of capital stock of Parent consists of 1,200,000,000 shares of Parent Common Stock and 20,000,000 shares of preferred stock, of the par value $1 each (“Parent Preferred Stock”). As of the Capitalization Date (i) 615,472,741 shares of Parent Common Stock were issued and outstanding, (ii) 396,788,418 shares of Parent Common Stock were issued and held by Parent in its treasury, (iii) no shares of Parent Preferred Stock were issued and outstanding, (iv) 58,657,458 shares of Parent Common Stock were reserved for issuance, (v) no shares of Parent Preferred Stock were reserved for issuance, (vi) options entitled to purchase 796,709 shares of Parent Common Stock were outstanding and (vii) other stock-based awards (other than shares of restricted stock or other equity-based awards included in the number of shares of Parent Common Stock outstanding set forth above) with respect to 8,398,211 shares of Parent Common Stock were outstanding (assuming maximum performance for outstanding performance based restricted stock units)vote on a fully diluted basis. (b) Since The 1 for 2 reverse stock split of the Capitalization Date and through the date of this Agreement, except for securities issued or issuable pursuant to employee benefit plans or arrangements, including options issued pursuant to Parent stock option plans and awards payable in Parent Common Stock, (i) no shares of Parent Common Stock described in the Current Report Form 8-K filed with the SEC on April 14, 2008 was validly authorized by Parent’s Board of Directors and/or shareholders as required under the laws of the State of Florida and complied with all applicable Law. To the best of Parent’s knowledge, there are presently no claims from any current or former shareholders of the Parent Preferred Stock have been repurchased or redeemed or issued, and (ii) no shares of Parent Common Stock have been reserved for issuancein relation to the said reverse stock split. (c) Neither Parent nor any The issuance of its Subsidiaries have any outstanding bonds, debentures, notes or other obligations the holders of which have the right to vote (or convert into or exercise for securities having the right to vote) Merger Shares will be in accordance with the equityholders provisions of Parent or any this Agreement. On the Closing Date all of its Subsidiaries on any matter. (d) Except for securities the issued or issuable pursuant and outstanding shares of Common Stock and all of the Merger Shares to employee benefit plans or arrangements, including options be issued pursuant to Parent stock option plans this Agreement will have been duly authorized and awards payable validly issued, fully paid and non-assessable, will have been issued in Parent Common Stockcompliance with all applicable Laws, and will have been issued free of preemptive rights of any security holder. Except with respect to securities to be issued pursuant to the Securities Purchase Agreement and as set forth on Schedule 3.3(c) attached hereto, as of the date of this Agreement there are are, and as of the Closing Date there will be, no preemptive outstanding or other outstanding rights, authorized options, warrants, agreements, commitments, conversion rights, preemptive rights or other rights to subscribe for, purchase or otherwise acquire or receive any shares of Parent’s capital stock, nor are there or will there be any outstanding or authorized stock appreciation rightsappreciation, redemption rightsphantom stock, repurchase rights, Contracts, arrangements, calls, commitments profit participation or similar rights of any kind that obligate with respect to Parent or any of its Subsidiaries to issue or to sell any securities of Parent Common Stock, or any of its Subsidiaries voting trusts, proxies or any securities other agreements or obligations convertible or exchangeable into or exercisable for, valued by reference to, or giving any Person a right to subscribe for or acquire, any securities of Parent or any of its Subsidiaries, and no securities or obligations evidencing such rights are authorized, issued or outstanding. Neither Parent nor any of its Subsidiaries is a party to any voting agreement understandings with respect to the voting of any Parent’s capital stock as of the foregoing securitiesClosing Date. Except with respect to securities to be issued pursuant to the Securities Purchase Agreement and the Merger Shares, there are no registration rights, and there is no voting trust, proxy, rights plan, anti-takeover plan or other agreement or understanding to which Parent is a party or by which it is bound with respect to any equity security of any class of Parent.

Capitalization of Parent. (a) As of the Capitalization Date, the The authorized capital stock of Parent consists of 1,200,000,000 200,000,000 shares of FNIS Common Stock ("Parent Common Stock Shares"), and 20,000,000 2,000,000 shares of preferred stock, of the $0.001 par value $1 each (“Parent Preferred Stock”)per share. As of the Capitalization Date September 30, 2002, there were outstanding (i) 615,472,741 shares of 38,431,802 Parent Common Stock were issued and outstandingShares, (ii) 396,788,418 shares of Parent Common Stock were issued and held by Parent in its treasury, (iii) no shares of Parent Preferred Stock were issued and outstanding, (iv) 58,657,458 shares of Parent Common Stock were reserved for issuance, (v) no shares of Parent Preferred Stock were reserved for issuance, (vi) options to purchase 796,709 shares of Parent Common Stock were outstanding and (vii) other stock-based awards (other than shares of restricted stock or other equity-based awards included in the number of shares of Parent Common Stock outstanding set forth above) with respect to 8,398,211 shares of Parent Common Stock were outstanding (assuming maximum performance for outstanding performance based restricted stock units). (b) Since the Capitalization Date and through the date of this Agreement, except for securities issued or issuable pursuant to employee benefit plans or arrangements, including options issued pursuant to Parent stock option plans and awards payable in Parent Common Stock, (i) no shares of Parent Common Stock or Parent Preferred Stock have been repurchased or redeemed or issued, and (ii) no shares of Parent preferred stock, (iii) stock options purchase an aggregate of 3,446,583 Parent Common Shares (of which options to purchase and aggregate of 2,102,861 Parent Common Shares were vested and immediately exercisable) under the Fidelity National Information Solutions, Inc. 2001 Stock Incentive Plan, and (iv) stock options to purchase an aggregate of 889,163 Parent Common Shares (of which options to purchase and aggregate of 476,281 Parent Common Shares were vested and immediately exercisable) pursuant to the Micro General Corporation Stock Option Plan. All outstanding shares of capital stock of Parent have been reserved duly authorized and validly issued and are fully paid and nonassessable. (b) As of the date hereof, except (i) as set forth in this Section 5.7 or as disclosed in Schedule 5.7, and (ii) for issuancechanges since September 30, 2002 resulting from the grant of stock options under Parent's stock incentive plans in the ordinary course of business and the exercise of stock options outstanding on such date, there are no outstanding (x) shares of capital stock or other voting securities of Parent, (y) securities of Parent convertible into or exchangeable for shares of capital stock or voting securities of Parent, and (z) options or other rights to acquire from Parent, and no obligation of Parent to issue, any capital stock, voting securities or securities convertible into or exchangeable for capital stock or voting securities of Parent (the items in clauses (x), (y) and (z) being referred to collectively as the "Parent Securities"). There are no outstanding obligations of Parent or any or its subsidiaries to repurchase, redeem or otherwise acquire any Parent Securities. (c) Neither Parent nor any The FNIS Common Stock to be issued upon conversion of its Subsidiaries the Company Stock have any outstanding bondsbeen duly authorized and, debentures, notes or other obligations the holders of which have the right to vote (or convert into or exercise for securities having the right to vote) when issued and delivered in accordance with the equityholders terms of Parent or this Agreement, will have been validly issued, fully paid and nonassessable and free of any of its Subsidiaries on any matter. (d) Except for securities issued or issuable pursuant to employee benefit plans or arrangements, including options issued pursuant to Parent stock option plans and awards payable in Parent Common Stock, there are no preemptive or other outstanding rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, Contracts, arrangements, calls, commitments or rights of any kind that obligate Parent or any of its Subsidiaries to issue or to sell any securities of Parent or any of its Subsidiaries or any securities or obligations convertible or exchangeable into or exercisable for, valued by reference to, or giving any Person a right to subscribe for or acquire, any securities of Parent or any of its Subsidiaries, and no securities or obligations evidencing such rights are authorized, issued or outstanding. Neither Parent nor any of its Subsidiaries is a party to any voting agreement with respect to the voting of any of the foregoing securitiessimilar right.

Capitalization of Parent. (a) As of the Capitalization Date, the (i) The authorized capital stock of Parent consists of 1,200,000,000 400,000,000 shares of Parent Common Stock and 20,000,000 2,000,000 shares of preferred stock, of the par value $1 each .01 per share (“Parent Preferred Stock”)"PARENT PREFERRED STOCK") . As of the Capitalization Date Date: (i) 615,472,741 59,825,008 shares of Parent Common Stock were issued and outstanding, ; (ii) 396,788,418 25,332,273 shares of Parent Common Stock were subject to outstanding options issued pursuant to Parent's stock option plans (collectively, the "PARENT STOCK OPTION PLANS"); and (iii) 11,688,276 shares of Parent Common Stock were issued and held by Parent in its treasurythe treasury of the Parent. As of the date hereof, (iii) no shares of Parent Preferred Stock were are issued and outstandingoutstanding and 100,000 shares of Parent Preferred Stock are reserved for issuance upon exercise of the Parent Rights pursuant to the Parent Rights Agreement. From the Capitalization Date through the date hereof, (iv) 58,657,458 there have been no issuances of shares of the capital stock or other securities of the Parent or of options, warrants or rights with respect to shares of Parent Common Stock were reserved for issuance, (v) no shares or other securities of Parent Preferred Stock were reserved for issuance, (vi) options to purchase 796,709 shares of Parent Common Stock were outstanding and (vii) other stock-based awards (other than shares of restricted stock or other equity-based awards included in the number issuances of shares of Parent Common Stock pursuant to the exercise of options outstanding set forth above) with respect to 8,398,211 shares or the Capitalization Date as fully reflected in Section 4.2 of the Parent Disclosure Schedule. All the outstanding Shares of Parent Common Stock were outstanding (assuming maximum performance are, and all shares to be issued as part of the Merger Consideration will be, when issued in accordance with the terms hereof, duly authorized, validly issued, fully paid and non-assessable. Except as set forth above, and except for outstanding performance based restricted stock units). (b) Since the Capitalization Date transactions contemplated by this Agreement and through Parent's obligations under the Parent Rights Agreement, as of the date of this Agreement, except for securities issued or issuable pursuant to employee benefit plans or arrangements, including options issued pursuant to Parent stock option plans and awards payable in Parent Common Stock, Agreement (i1) there are no shares of Parent Common Stock or Parent Preferred Stock have been repurchased or redeemed or issued, and (ii) no shares capital stock of Parent Common Stock have been reserved for issuance. authorized, issued or outstanding, (c2) Neither Parent nor any of its Subsidiaries have any there are no authorized or outstanding bondsoptions, debentureswarrants, notes calls, preemptive rights, subscriptions or other obligations rights, agreements, arrangements or commitments of any character (whether or not conditional) relating to the holders of which have the right to vote (issued or convert into or exercise for securities having the right to vote) with the equityholders unissued capital stock of Parent or any of its Subsidiaries on any matter. (d) Except for securities issued or issuable pursuant to employee benefit plans or arrangementssubsidiaries, including options issued pursuant to Parent stock option plans and awards payable in Parent Common Stock, there are no preemptive or other outstanding rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, Contracts, arrangements, calls, commitments or rights of any kind that obligate obligating Parent or any of its Subsidiaries subsidiaries to issue issue, transfer or sell or cause to sell be issued, transferred or sold any shares of capital stock or other equity interest in Parent or any of its subsidiaries or securities convertible into or exchangeable for such shares or equity interests, or obligating Parent or any of its subsidiaries to grant, extend or enter into any such option, warrant, call, subscription or other right, agreement, arrangement or commitment and (3) there are no outstanding contractual obligations of Parent or any of its Subsidiaries subsidiaries to repurchase, redeem or otherwise acquire any securities or obligations convertible or exchangeable into or exercisable for, valued by reference to, or giving any Person a right to subscribe for or acquire, any securities capital stock of Parent or any of its Subsidiariessubsidiaries, and no securities or obligations evidencing such rights are authorized, issued to make any payments based on the market price or outstanding. Neither Parent nor any value of its Subsidiaries is a party to any voting agreement with respect to the voting of any shares or other capital stock of the foregoing securitiesParent or its subsidiaries, or to provide funds to make any investment (in the form of a loan, capital contribution or otherwise) in any subsidiary or any other entity other than loans to subsidiaries in the ordinary course of business.

Capitalization of Parent. (a) As of the Capitalization Dateclose of business on December 31, the authorized capital stock 2000, 260,345,217 ordinary shares, nominal value 0.40 Euro per share, of Parent consists of 1,200,000,000 shares of (the "Parent Common Stock and 20,000,000 shares of preferred stock, of the par value $1 each (“Parent Preferred Stock”). As of the Capitalization Date (i------ Shares") 615,472,741 shares of Parent Common Stock were ------ issued and outstanding, and 6,151,350 Parent Shares were held in Parent's treasury. All the outstanding shares of Parent's capital stock are, and all shares which may be issued pursuant to Parent option plans will be, when issued in accordance with the respective terms thereof, duly authorized, validly issued, fully paid and non-assessable. Except (i) as set forth in this Section 4.05, (ii) 396,788,418 shares for debt securities of Parent Common Stock were issued convertible or exchangeable for 42,097,312 Parent Shares and held by Parent in its treasuryhaving preferential subscription rights, (iii) no shares for options to purchase an aggregate of 19,968,862 Parent Preferred Stock were issued Shares, and outstanding, (iv) 58,657,458 shares for warrants to purchase an aggregate of 5,034,041 Parent Common Stock Shares, as of December 31, 2000 there were reserved for issuance, outstanding (vx) no shares of Parent Preferred Stock were reserved for issuance, (vi) options to purchase 796,709 shares of Parent Common Stock were outstanding and (vii) other stock-based awards (other than shares of restricted capital stock or other equity-based awards included in the number voting securities of Parent, (y) no securities of Parent convertible into or exchangeable for shares of capital stock or voting securities of Parent, and (z) no options, warrants or other rights to acquire from Parent, and no preemptive or similar rights, subscriptions or other rights, convertible securities, agreements, arrangements or commitments of any character, relating to the capital stock of Parent, obligating Parent Common Stock outstanding to issue, transfer or sell, any capital stock, voting securities or securities convertible into or exchangeable for capital stock or voting securities of Parent or obligating Parent to grant, extend or enter into any such option, warrant, subscription or other right, convertible security, agreement, arrangement or commitment (including equity equivalents or stock appreciation rights) (the items in clauses (x), (y) and (z) being referred to collectively as the "Parent Securities"). Except as set forth above----------------- in Section 4.05(a) with respect the disclosure schedule delivered by Parent to 8,398,211 shares the Company prior to the execution of this Agreement (the "Parent Common Stock were outstanding (assuming maximum performance for outstanding performance based restricted stock unitsDisclosure Schedule"). (b) Since the Capitalization Date and through , as -------------------------- of the date of this Agreement, except for none of Parent or its Subsidiaries has any contractual obligation to redeem, repurchase or otherwise acquire any Parent Securities or any securities issued or issuable pursuant to employee benefit plans or arrangementsof any Parent Subsidiary, including options issued pursuant to Parent stock option plans and awards payable in Parent Common Stock, (i) no shares as a result of Parent Common Stock or Parent Preferred Stock have been repurchased or redeemed or issued, and (ii) no shares of Parent Common Stock have been reserved for issuancethe transactions contemplated by this Agreement. (cb) Neither Except as set forth in Section 4.05(b) of the Parent nor any Disclosure Schedule, as of its Subsidiaries have any outstanding bondsthe date of this Agreement, debentures, notes there are no voting trusts or other obligations the holders of agreements or understandings to which have the right to vote (or convert into or exercise for securities having the right to vote) with the equityholders of Parent or any of its Subsidiaries on any matter. (d) Except for securities issued or issuable pursuant is a party with respect to employee benefit plans or arrangements, including options issued pursuant to Parent the voting of the capital stock option plans and awards payable in Parent Common Stock, there are no preemptive or other outstanding rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, Contracts, arrangements, calls, commitments or rights of any kind that obligate Parent or any of its Subsidiaries to issue or to sell any securities of Parent or any of its Subsidiaries or any securities or obligations convertible or exchangeable into or exercisable for, valued by reference to, or giving any Person a right to subscribe for or acquire, any securities of Parent or any of its Subsidiaries, and no securities or obligations evidencing such rights are authorized, issued or outstanding. Neither Parent nor any of its Subsidiaries is a party to any voting agreement with respect to the voting of any of the foregoing securities.

Capitalization of Parent. (a) As of the Capitalization Datedate hereof, the authorized capital stock of Parent consists of 1,200,000,000 111,000,000 shares, including (i) 100,000,000 shares of Parent Class A Common Stock and 20,000,000 shares of preferred stockStock, of the par value $1 each which (“Parent Preferred Stock”). As A) 7,077,478 shares are issued and outstanding as of the Capitalization Date date hereof, (iB) 615,472,741 250,000 shares are reserved for issuance upon conversion of 250,000 shares of Parent Class B Common Stock were issued pursuant to the Non-Redemption Agreements, (C) 12,000,000 shares are reserved for issuance upon exercise of the Parent Private Warrants and outstanding(D) 11,500,000 shares are reserved for issuance upon exercise of the Parent Public Warrants, (ii) 396,788,418 10,000,000 shares of Parent Class B Common Stock were Stock, 250,000 shares of which are issued and held by Parent in its treasuryoutstanding as of the date hereof, and (iii) 1,000,000 shares of “blank check” preferred stock, par value $0.0001 per share, of which no shares are issued and outstanding as of the date hereof ((i), (ii), and (iii) collectively, the “Parent Securities”). The foregoing represents all of the issued and outstanding Parent Securities as of the date hereof. All issued and outstanding Parent Securities (A) have been duly authorized and validly issued and are fully paid and non-assessable; (B) have been offered, sold and issued in compliance in all material respects with applicable Law, including federal and state securities Laws, and all requirements set forth in (I) Parent’s Governing Documents, and (II) any other applicable Contracts governing the issuance of such securities; and (C) are not subject to, nor have they been issued in violation of, any purchase option, call option, right of first refusal, pre-emptive right, subscription right or any similar right under any provision of any applicable Law, Parent’s Governing Documents or any Contract to which Parent is a party or otherwise bound. None of the equity securities of Parent Preferred Stock were issued and outstanding, (iv) 58,657,458 shares in violation of Parent Common Stock were reserved for issuance, (v) no shares of Parent Preferred Stock were reserved for issuance, (vi) options to purchase 796,709 shares of Parent Common Stock were outstanding and (vii) other stock-based awards (other than shares of restricted stock or other equity-based awards included in the number of shares of Parent Common Stock outstanding set forth above) with respect to 8,398,211 shares of Parent Common Stock were outstanding (assuming maximum performance for outstanding performance based restricted stock units)applicable securities Laws. (b) Since the Capitalization Date and through As of the date hereof, (i) the Sponsor is the record holder of this Agreement, except for securities issued or issuable pursuant to employee benefit plans or arrangements, including options issued pursuant to (A) 5,500,000 shares of Parent stock option plans and awards payable in Parent Class A Common Stock, (iB) no Parent Private Warrants to acquire 11,600,000 shares of Parent Class A Common Stock or and (C) 250,000 shares of Parent Preferred Stock have been repurchased or redeemed or issuedClass B Common Stock, and (ii) no X. Xxxxx is the record holder of Parent Private Warrants to acquire 400,000 shares of Parent Class A Common Stock have been reserved for issuanceStock. Except as set forth above, neither the Sponsor nor any of its Affiliates holds any Parent Securities. (c) Neither Except for Parent’s Governing Documents and this Agreement, there are no outstanding Contracts of Parent nor to repurchase, redeem or otherwise acquire any Parent Securities. Except as set forth in this Section 5.6 or as contemplated by this Agreement or the Ancillary Agreements”, Parent has not granted any outstanding options, stock appreciation rights, warrants, rights or other securities convertible into or exchangeable or exercisable for Parent Securities, or any other commitments or agreements providing for the issuance of additional shares, the sale of treasury shares, for the repurchase or redemption of any Parent Securities or the value of which is determined by reference to the Parent Securities, and there are no Contracts of any kind which may obligate Parent to issue, purchase, redeem or otherwise acquire any of its Subsidiaries have any outstanding bonds, debentures, notes or other obligations the holders of which have the right to vote (or convert into or exercise for securities having the right to vote) with the equityholders of Parent or any of its Subsidiaries on any matterSecurities. (d) Except for securities The shares of Parent Post-Merger Common Stock comprising the Share Consideration are duly authorized and validly issued, fully paid and non-assessable and were issued or issuable pursuant to employee benefit plans or arrangementsin compliance in all material respects with all applicable state and Federal Securities Laws and not subject to, including options and not issued pursuant to Parent stock option plans and awards payable in Parent Common Stockviolation of, there are no preemptive or other outstanding rightsany Lien, optionspurchase option, warrantscall option, conversion rightsright of first refusal, stock appreciation rightspre-emptive right, redemption rights, repurchase rights, Contracts, arrangements, calls, commitments or rights of any kind that obligate Parent subscription right or any similar right under any provision of its Subsidiaries to issue or to sell any securities of Parent applicable Law, Parent’s Governing Documents, or any of its Subsidiaries or any securities or obligations convertible or exchangeable into or exercisable for, valued by reference to, or giving any Person a right Contract to subscribe for or acquire, any securities of which Parent or any of its Subsidiaries, and no securities or obligations evidencing such rights are authorized, issued or outstanding. Neither Parent nor any of its Subsidiaries is a party to any voting agreement with respect to the voting of any of the foregoing securitiesor otherwise bound.

Capitalization of Parent. (a) As of the Capitalization Date, the The authorized capital stock of Parent PARENT consists of 1,200,000,000 shares of Parent Common Stock and 20,000,000 shares of preferred stock, of the par value $1 each (“Parent Preferred Stock”). As of the Capitalization Date (i) 615,472,741 shares of Parent Common Stock were issued and outstanding, (ii) 396,788,418 shares of Parent Common Stock were issued and held by Parent in its treasury, (iii) no shares of Parent Preferred Stock were issued and outstanding, (iv) 58,657,458 shares of Parent Common Stock were reserved for issuance, (v) no shares of Parent Preferred Stock were reserved for issuance, (vi) options to purchase 796,709 shares of Parent Common Stock were outstanding and (vii) other stock-based awards (other than shares of restricted stock or other equity-based awards included in the number of shares of Parent PARENT Common Stock outstanding set forth above) with respect to 8,398,211 of which 9,585,406 shares of Parent PARENT Common Stock are issued and outstanding as of November 21, 2001. All of the issued and outstanding shares of PARENT Common Stock have been duly authorized and validly issued, are fully paid and non-assessable and were outstanding (assuming maximum performance offered, issued sold and delivered by PARENT in compliance with all registration or qualification or requirements ( or applicable exemptions therefrom) of all applicable federal and state securities Laws. Upon consummation of the Merger, the shares of PARENT Common Stock to be issued in exchange for outstanding performance based restricted stock units)TARGET Capital Stock in accordance with this Agreement will be, when so issued, duly authorized, validly issued, fully paid and nonassessable. (b) Since Except as set forth in the Capitalization Date SEC Filings, as of October 18, 2001, December 5th 2001 and through January 8, 2002, there were no outstanding (i) securities convertible into or exchangeable for capital stock of PARENT; (ii) obligations, options, warrants or other rights of any kind or character to acquire, purchase or subscribe for capital stock of PARENT or securities convertible into or exchangeable for capital stock of PARENT, other than options and warrants to purchase PARENT Common Stock granted in the ordinary course of business since the date of this Agreementthe SEC Filings; or (iii) agreements, arrangements or understandings of any kind (other than engagements of financial advisors) relating to the authorization, issuance or sale of capital stock of PARENT or securities convertible into or exchangeable for capital stock of PARENT, except for securities issued such issuances or issuable sales as are contemplated pursuant to employee benefit plans acquisition agreements entered (or arrangements, including options issued pursuant to Parent stock option plans and awards payable in Parent Common Stock, (ibe entered) no shares into since the date of Parent Common Stock or Parent Preferred Stock have been repurchased or redeemed or issued, and (ii) no shares of Parent Common Stock have been reserved for issuancethe SEC Filings. (c) Neither Parent nor Except as set forth in the SEC Filings (i) there are no outstanding or existing proxies, voting agreements, voting trusts, preemptive rights, rights of first refusal, rights of first offer, rights of co-sale or tag-along rights, stockholder agreements to which PARENT is a party or other rights, understandings or arrangements regarding the voting or disposition of the capital stock of PARENT to which PARENT is a party or any other restrictions (other than normal restrictions on transfer under applicable federal and state securities laws) applicable to any of its Subsidiaries have any PARENT's outstanding bonds, debentures, notes stock or other obligations securities or to the holders conversion of any shares of PARENT Capital Stock in the Merger pursuant to any agreement or obligation to which have the right to vote (or convert into or exercise for securities having the right to vote) with the equityholders of Parent PARENT or any of its Subsidiaries on stockholders is a party; and (ii) PARENT has not granted or agreed to grant to any matterperson or entity any rights (including piggyback registration rights) to have any securities of PARENT, or any securities into which the securities of PARENT are converted or for which such securities are exchanged, registered with under the Securities Act or any other Law. (d) Except for securities issued as set forth in the SEC Filings, no options or issuable pursuant warrants of PARENT (i) is subject to employee benefit plans acceleration or arrangementsautomatic vesting as a result of the occurrence of the Merger, including options issued pursuant or (ii) contains any provisions accelerating the vesting of the right to Parent stock option plans and awards payable in Parent Common exercise such warrants upon a merger or consolidation involving PARENT, an issuance or sale of PARENT Capital Stock, there are no preemptive any sale of all or other outstanding rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, Contracts, arrangements, calls, commitments or rights substantially all of any kind that obligate Parent PARENT's assets or any business combination or similar transactions involving or causing a change of its Subsidiaries to issue or to sell any securities control of Parent or any of its Subsidiaries or any securities or obligations convertible or exchangeable into or exercisable for, valued by reference to, or giving any Person a right to subscribe for or acquire, any securities of Parent or any of its Subsidiaries, and no securities or obligations evidencing such rights are authorized, issued or outstanding. Neither Parent nor any of its Subsidiaries is a party to any voting agreement with respect to the voting of any of the foregoing securitiesPARENT.

Capitalization of Parent. (a) As of the Capitalization DateOctober 17, 2012, the authorized capital stock of Parent consists of 1,200,000,000 95,000,000 shares of Parent Common Stock, par value $0.01 per share, and 5,000,000 shares of preferred stock, par value $0.001 per share (“Parent Preferred Stock,” and, together with Parent Common Stock, “Parent Shares”). As of October 17, 2012, there were (i) 50,879,808 shares of Parent Common Stock and 20,000,000 shares of preferred stock, of the par value $1 each (“Parent Preferred Stock”). As of the Capitalization Date (i) 615,472,741 shares of Parent Common Stock were issued and outstanding, (ii) 396,788,418 shares of Parent Common Stock were issued outstanding and held by Parent in its treasury, (iii) no shares of Parent Preferred Stock were issued and outstanding, ; (ii) 8,764,645 options to purchase Parent Common Stock issued and outstanding; (iii) unvested restricted unit awards in respect of 335,142 shares of Parent Common Stock; and (iv) 58,657,458 2,353,769 shares of Parent Common Stock were reserved for issuanceissuance under Parent’s Stock Incentive Plan and Employee Stock Purchase Plan. All outstanding Parent Shares are duly authorized, (v) no shares validly issued, fully paid and non-assessable, and are not subject to and were not and will not be issued in violation of Parent Preferred Stock were reserved for issuanceany preemptive or similar right, (vi) options to purchase 796,709 shares option, call or right of first refusal or similar right. The Parent Common Stock were outstanding to be issued pursuant to this Agreement shall be, when issued on the Closing Date, duly authorized, validly issued, fully paid and (vii) other stocknon-based awards (other than shares assessable, and not subject to or issued in violation of restricted stock any preemptive or other equity-based awards included in the number similar right, purchase option, call or right of shares of Parent Common Stock outstanding set forth above) with respect to 8,398,211 shares of Parent Common Stock were outstanding (assuming maximum performance for outstanding performance based restricted stock units)first refusal or similar right. (b) Since the Capitalization Date and through the date Except as set forth in subsection (a) above, as of this AgreementOctober 17, except for securities issued or issuable pursuant to employee benefit plans or arrangements2012, including options issued pursuant to Parent stock option plans and awards payable in Parent Common Stock, there are (i) no other shares of capital stock or other equity securities of Parent Common Stock or Parent Preferred Stock have been repurchased or redeemed or authorized, issued, and reserved for issuance or outstanding, (ii) no shares other authorized or issued and outstanding securities of Parent Common Stock convertible into or exchangeable for, at any time, equity securities of Parent, (iii) no contracts, options, warrants, call rights, puts, convertible securities, exchangeable securities, understandings or arrangements, or outstanding obligations, whether written or oral, of Parent to issue, repurchase, redeem, sell, deliver or otherwise acquire or cause to be issued, repurchased, redeemed, sold, delivered or acquired, any capital stock of Parent or securities convertible into or exchangeable for any equity securities of or similar interest in Parent or (iv) no voting trusts, proxies or other arrangements among Parent’s stockholders with respect to the voting or transfers of Parent Shares. There are no dividends or other distributions with respect to Parent Shares that have been reserved for issuancedeclared but remain unpaid. (c) Neither Parent nor does not directly or indirectly own any of its Subsidiaries have equity or similar interest in, or any outstanding bonds, debentures, notes or other obligations the holders of which have the right to vote (or convert interest convertible into or exercise for securities having the right to vote) with the equityholders of Parent or any of its Subsidiaries on any matter. (d) Except for securities issued or issuable pursuant to employee benefit plans or arrangements, including options issued pursuant to Parent stock option plans and awards payable in Parent Common Stock, there are no preemptive or other outstanding rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, Contracts, arrangements, calls, commitments or rights of any kind that obligate Parent or any of its Subsidiaries to issue or to sell any securities of Parent or any of its Subsidiaries or any securities or obligations convertible or exchangeable into or exercisable for, valued by reference to, or giving at any Person a right to subscribe for or acquiretime, any equity or similar interest in any corporation, partnership, limited liability company, joint venture or other business association or entity other than a Subsidiary of Parent. All outstanding equity securities of each Subsidiary of Parent have been duly authorized and validly issued, are free and clear of any preemptive rights (other than such rights as may be held by Parent or any of its Subsidiaries), restrictions on transfer (other than restrictions under applicable federal, state and no other securities Laws), or obligations evidencing such rights Liens (other than Permitted Liens) and are authorized100% owned, issued beneficially and of record, by Parent or outstanding. Neither Parent nor any one of its Subsidiaries is a party to any voting agreement with respect to the voting of any of the foregoing securitiesSubsidiaries.

Capitalization of Parent. (a) As of the Capitalization Datedate hereof, the authorized capital stock of Parent consists of 1,200,000,000 (i) 500,000,000 shares of Parent Common Stock Stock, and 20,000,000 (ii) 200,000,000 shares of preferred stock, of the par value $1 each .01 per share (“Parent Preferred Stock”). As of the Capitalization Date (i) 615,472,741 date of this Agreement, 130,345,819 shares of Parent Common Stock were are issued and outstanding, (ii) 396,788,418 all of which are validly issued, fully paid and non-assessable. Parent has reserved 9,250,000 shares of Parent Common Stock were issued for issuance under the stock option plans of Parent (the “Parent Stock Option Plans”), of which options to purchase 2,142,750 shares of Parent Common Stock are currently outstanding and held by 2,104,835 shares of Parent in its treasuryCommon Stock are available for issuance under the Parent Stock Option Plans and 252,704 shares of restricted Parent Common Stock that are subject to vesting requirements as of the date of this Agreement have been awarded under the Parent Stock Option Plan as of the date of this Agreement. Parent has reserved 1,575,537 shares of Parent Common Stock for issuance under warrants to purchase Parent Common Stock outstanding as of the date hereof (the “Parent Warrants”). As of the date of this Agreement, (iii) no shares of Parent Preferred Stock were are issued and outstanding. Except as set forth in this Section 3.6 and except for stock options granted pursuant to the Parent Stock Option Plans, rights to purchase Series A Junior Participating Preferred Stock of Parent pursuant to the Rights Agreement, dated as of May 16, 2001, between Parent and First Union National Bank, as Rights Agent (iv) 58,657,458 the “Parent Rights Agreement”), and the Parent Warrants set forth in Part 3.6 of the Parent Disclosure Schedule, there are no options, warrants or other rights, agreements, arrangements or commitments of any character relating to the issued or unissued capital stock of Parent or Merger Sub or obligating Parent or Merger Sub to issue or sell any shares of capital stock of, or other equity interests in, Parent or Merger Sub. All shares of Parent Common Stock were reserved for issuancesubject to issuance as aforesaid, (v) upon issuance on the terms and conditions specified in the instruments pursuant to which they are issuable, will be duly authorized, validly issued, fully paid and non-assessable. There are no shares outstanding contractual obligations of Parent Preferred Stock were reserved for issuanceor Merger Sub to repurchase, (vi) options to purchase 796,709 redeem or otherwise acquire any shares of Parent Common Stock were outstanding and (vii) other stock-based awards (other than or any capital stock of Merger Sub. The Parent Common Stock Consideration equals 19.9% of the shares of restricted stock or other equity-based awards included Parent Common Stock outstanding immediately prior to the Closing. The sum of the number of shares in the Parent Common Stock Consideration and the number of shares of Parent Common Stock outstanding set forth aboveissuable upon conversion of the Parent Preferred Stock Consideration (assuming the conversion was approved by Parent’s stockholders) with respect to 8,398,211 shall equal 47.0% of the shares of Parent Common Stock were outstanding immediately following the Closing (assuming maximum performance for conversion of the Parent Preferred Stock Consideration into Parent Common Stock and the exercise of all outstanding performance based restricted stock units). (b) Since the Capitalization Date Parent Warrants and through the date of this Agreement, except for securities issued or issuable pursuant options to employee benefit plans or arrangements, including options issued pursuant to Parent stock option plans and awards payable in purchase Parent Common Stock, (i) no shares of Parent Common Stock or Parent Preferred Stock have been repurchased or redeemed or issued, and (ii) no shares of Parent Common Stock have been reserved for issuance). (c) Neither Parent nor any of its Subsidiaries have any outstanding bonds, debentures, notes or other obligations the holders of which have the right to vote (or convert into or exercise for securities having the right to vote) with the equityholders of Parent or any of its Subsidiaries on any matter. (d) Except for securities issued or issuable pursuant to employee benefit plans or arrangements, including options issued pursuant to Parent stock option plans and awards payable in Parent Common Stock, there are no preemptive or other outstanding rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, Contracts, arrangements, calls, commitments or rights of any kind that obligate Parent or any of its Subsidiaries to issue or to sell any securities of Parent or any of its Subsidiaries or any securities or obligations convertible or exchangeable into or exercisable for, valued by reference to, or giving any Person a right to subscribe for or acquire, any securities of Parent or any of its Subsidiaries, and no securities or obligations evidencing such rights are authorized, issued or outstanding. Neither Parent nor any of its Subsidiaries is a party to any voting agreement with respect to the voting of any of the foregoing securities.

Capitalization of Parent. (a) As of the Capitalization Datedate of this Agreement, the authorized issued share capital stock of Parent consists of 1,200,000,000 27,810,760 Parent Ordinary Shares and 1,000,001 deferred shares of Parent Common Stock and 20,000,000 shares of preferred stock, of the par value $£1 each (“Parent Preferred Stock”). As of the Capitalization Date (i) 615,472,741 shares of Parent Common Stock were issued and outstanding, (ii) 396,788,418 shares of Parent Common Stock were issued and held by Parent in its treasury, (iii) no shares of Parent Preferred Stock were issued and outstanding, (iv) 58,657,458 shares of Parent Common Stock were reserved for issuance, (v) no shares of Parent Preferred Stock were reserved for issuance, (vi) options to purchase 796,709 shares of Parent Common Stock were outstanding and (vii) other stock-based awards (other than shares of restricted stock or other equity-based awards included in the number of shares of Parent Common Stock outstanding set forth above) with respect to 8,398,211 shares of Parent Common Stock were outstanding (assuming maximum performance for outstanding performance based restricted stock units)each. (b) Since the Capitalization Date and through As of the date of this Agreement, except for securities issued or issuable pursuant to employee benefit plans or arrangements, including options issued pursuant to Parent stock option plans and awards payable in Parent Common Stock, (i) no shares the directors of Parent Common have sufficient authority to issue the aggregate amount of Per Share Stock Consideration required to satisfy the obligation of Parent under Section 2.6(a), and such shares shall be validly issued, fully paid and issued in compliance in all material respects with all applicable Laws and are not subject to or issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under the UK Companies Act, the Articles or any contract to which Parent Preferred Stock is a party or otherwise bound, all Parent Depositary Shares representing such Parent Ordinary Shares have been repurchased and will be, validly issued in accordance with the Deposit Agreement and the persons in whose names American Depositary Receipts evidencing such Parent Depositary Shares are registered are, or redeemed or issuedwill be, entitled to the rights of registered holders of such American Depositary Receipts specified therein and (ii) no shares of Parent Common Stock have been reserved for issuancein the Deposit Agreement. (c) Neither Except as set forth in Section 4.2(c) of the Parent nor Schedule, there are no outstanding options, warrants, rights of first refusal, preemptive rights, subscription rights or other similar rights, conversion rights, exchange rights, stock option plans, “phantom stock” rights, stock appreciation rights, stock based performance units, contracts, or other agreements, calls or commitments, either directly or indirectly, for the purchase or acquisition from the Company of any shares of its Subsidiaries have any Parent capital stock. (d) Parent has no outstanding bonds, debentures, notes or other obligations the holders of which have the right to vote (or convert which are convertible into or exercise exercisable for securities having the right to vote) with the equityholders stockholders of Parent or any of its Subsidiaries on any matter. (d) Except for securities issued or issuable pursuant to employee benefit plans or arrangements, including options issued pursuant to Parent stock option plans and awards payable in Parent Common Stock, there are no preemptive or other outstanding rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, Contracts, arrangements, calls, commitments or rights of any kind that obligate Parent or any of its Subsidiaries to issue or to sell any securities of Parent or any of its Subsidiaries or any securities or obligations convertible or exchangeable into or exercisable for, valued by reference to, or giving any Person a right to subscribe for or acquire, any securities of Parent or any of its Subsidiaries, and no securities or obligations evidencing such rights are authorized, issued or outstanding. Neither Parent nor any of its Subsidiaries is a party to any voting agreement with respect to the voting of any of the foregoing securities.

Capitalization of Parent. (a) As of the Capitalization Datedate of this Agreement, the authorized capital stock of Parent consists of 1,200,000,000 (i) 200,000,000 shares of Parent Class A Common Stock and 20,000,000 shares of preferred stockStock, of the par value $1 each (“Parent Preferred Stock”). As of the Capitalization Date (i) 615,472,741 which 27,500,000 shares of Parent Common Stock were are issued and outstanding, (ii) 396,788,418 shares outstanding as of Parent Common Stock were issued and held by Parent in its treasury, (iii) no shares of Parent Preferred Stock were issued and outstanding, (iv) 58,657,458 shares of Parent Common Stock were reserved for issuance, (v) no shares of Parent Preferred Stock were reserved for issuance, (vi) options to purchase 796,709 shares of Parent Common Stock were outstanding and (vii) other stock-based awards (other than shares of restricted stock or other equity-based awards included in the number of shares of Parent Common Stock outstanding set forth above) with respect to 8,398,211 shares of Parent Common Stock were outstanding (assuming maximum performance for outstanding performance based restricted stock units). (b) Since the Capitalization Date and through the date of this Agreement, and (ii) 20,000,000 shares of Parent Class B Common Stock, of which 6,875,000 shares are issued and outstanding as of the date of this Agreement and (iii) 1,000,000 shares of preferred stock, par value $0.0001 per share, of which no shares are issued and outstanding as of the date of this Agreement ((i), (ii) and (iii) collectively, the “Parent Securities”). The foregoing represents all of the issued and outstanding Parent Securities as of the date of this Agreement. All issued and outstanding Parent Securities (i) have been duly authorized and validly issued and are fully paid and non-assessable; (ii) have not been offered, sold or issued in violation of applicable Law, including federal and state securities Laws, and all requirements set forth in (1) Parent’s Governing Documents, and (2) any other applicable Contracts governing the issuance of such securities; and (iii) are not subject to, nor have they been issued in breach or violation of, any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of any applicable Law, Parent’s Governing Documents or any Contract to which Parent is a party. (b) Subject to the terms of conditions of the Warrant Agreement, the Parent Warrants will be exercisable (after giving effect to the Merger) for one share of Parent Common Stock at an exercise price of eleven Dollars and fifty cents ($11.50) per share. As of the date of this Agreement, 5,500,000 Parent Common Warrants and 5,166,667 Parent Private Placement Warrants are issued and outstanding. The Parent Warrants are not exercisable until the later of (x) December 11, 2021 and (y) thirty (30) days after the Closing. All outstanding Parent Warrants (i) have been duly authorized and validly issued and constitute valid and binding obligations of Parent, enforceable against Parent in accordance with their terms, subject to the Enforceability Exceptions; (ii) have been offered, sold and issued in compliance with applicable Law, including federal and state securities Laws, and all requirements set forth in (1) Parent’s Governing Documents and (2) any other applicable Contracts governing the issuance of such securities; and (iii) are not subject to, nor have they been issued in violation of, any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of any applicable Law, Parent’s Governing Documents or any Contract to which Parent is a party or otherwise bound. Except for the Subscription Agreements, the Sponsor Backstop Subscription Agreement, Parent’s Governing Documents and this Agreement, there are no outstanding Contracts of Parent to repurchase, redeem or otherwise acquire any Parent Securities. Except as disclosed in the Parent SEC Filings and except for securities issued the Subscription Agreements and the Investor Rights Agreement, Parent is not a party to any shareholders agreement, voting agreement or issuable pursuant to employee benefit plans or arrangements, including options issued pursuant registration rights agreement relating to Parent Common Stock or any other equity interests of Parent. (c) Except as contemplated by this Agreement or other the other documents contemplated hereby (including the Sponsor Backstop Subscription Agreement), and other than in connection with the PIPE Investment, Parent has not granted any outstanding options, stock option plans appreciation rights, warrants, rights or other securities convertible into or exchangeable or exercisable for Parent Securities, or any other commitments or agreements providing for the issuance of additional shares, the sale of treasury shares, for the repurchase or redemption of any Parent Securities or the value of which is determined by reference to the Parent Securities, and awards payable there are no Contracts of any kind which may obligate Parent to issue, purchase, redeem or otherwise acquire any of its Parent Securities. (d) The shares of Parent Class A Common Stock constituting the Closing Number of Securities and the Earn Out Shares, when issued in accordance with the terms hereof, shall be duly authorized and validly issued, fully paid and non-assessable and issued in compliance with all applicable state and federal securities Laws and not subject to, and not issued in violation of, any Lien, purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of applicable Law, Parent’s Governing Documents, or any Contract to which Parent Common Stockis a party or otherwise bound. (e) On or prior to the date of this Agreement, (i) no Parent has entered into Subscription Agreements, in substantially the form attached to Section 5.12(e)(i) of the Parent Disclosure Letter, with PIPE Investors pursuant to which, and on the terms and subject to the conditions of which, such PIPE Investors have agreed, in connection with the transactions contemplated hereby, to purchase from Parent, shares of Parent Common Stock or Parent Preferred Stock have been repurchased or redeemed or issuedfor a PIPE Investment Amount of at least $50,000,000.00 (such amount, the “Minimum PIPE Investment Amount”) and (ii) no Parent has entered into the Sponsor Backstop Subscription Agreement, in substantially the form attached to Section 5.12(e)(ii) of the Parent Disclosure Letter, with True Wind Capital II, L.P. and True Wind Capital II-A, L.P. pursuant to which, and on the terms and subject to the conditions of which, True Wind Capital II, L.P. and True Wind Capital II-A, L.P. have agreed, in connection with the transactions contemplated hereby, to purchase certain shares of Parent Common Stock have been reserved for issuancesubject to the terms and conditions set forth therein. Such Subscription Agreements are in full force and effect with respect to, and binding on, Parent and, to the knowledge of Parent, on each applicable PIPE Investor party and Sponsor party thereto, in accordance with their terms. (cf) Neither Parent nor has no Subsidiaries apart from Merger Sub, and does not own, directly or indirectly, any of its Subsidiaries have any outstanding bonds, debentures, notes equity interests or other obligations the holders of which have the right to vote interests or investments (whether equity or convert into debt) in any Person, whether incorporated or exercise for securities having the right to vote) with the equityholders of unincorporated. Parent or any of its Subsidiaries on any matter. (d) Except for securities issued or issuable pursuant to employee benefit plans or arrangements, including options issued pursuant to Parent stock option plans and awards payable in Parent Common Stock, there are no preemptive or other outstanding rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, Contracts, arrangements, calls, commitments or rights of any kind that obligate Parent or any of its Subsidiaries to issue or to sell any securities of Parent or any of its Subsidiaries or any securities or obligations convertible or exchangeable into or exercisable for, valued by reference to, or giving any Person a right to subscribe for or acquire, any securities of Parent or any of its Subsidiaries, and no securities or obligations evidencing such rights are authorized, issued or outstanding. Neither Parent nor any of its Subsidiaries is a not party to any voting agreement with respect Contract that obligates Parent to the voting of invest money in, loan money to or make any of the foregoing securitiescapital contribution to any other Person.

Capitalization of Parent. (a) As of the Capitalization Datedate hereof, the authorized share capital stock of Parent consists of 1,200,000,000 (i) 100,000,000 shares of Parent Class A Common Stock Stock, of which 22,640,000 shares are issued and 20,000,000 outstanding as of the date of this Agreement), (ii) 10,000,000 shares of preferred stockClass B Common Stock, of which 5,500,000 shares are issued and outstanding as of the par value $1 each date of this Agreement, and (iii) 1,000,000 preferred shares (“Parent Preferred StockShares”). As ) of par value $0.0001 each, of which no shares are issued and outstanding as of the Capitalization Date date of this Agreement ((i) 615,472,741 shares of Parent Common Stock were issued and outstanding), (ii) 396,788,418 shares of Parent Common Stock were issued and held by Parent in its treasury, (iii) no shares of collectively, the “Parent Preferred Stock were Securities”). All Parent Securities (i) have been duly authorized and validly issued and outstandingare fully paid and non-assessable; (ii) have been offered, sold and issued in compliance with applicable Law, including federal and state securities Laws, and all requirements set forth in (iv1) 58,657,458 shares the Parent Organizational Documents and (2) any other applicable contracts governing the issuance of such securities; and (iii) are not subject to, nor have they been issued in violation of, any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of any applicable Law, Parent’s Organizational Documents or any Contract to which Parent Common Stock were reserved for issuanceis a party or otherwise bound. (b) As of the date hereof, (v) no shares of Parent Preferred Stock were reserved for issuance, (vi) options has 265,000 warrants to purchase 796,709 shares of Parent Common Stock were outstanding and (vii) other stock-based awards (other than shares of restricted stock or other equity-based awards included in the number of shares of Parent Common Stock outstanding set forth above) with respect (the “Parent Warrants”). The Parent Warrants are, and after giving effect to 8,398,211 shares the Initial Merger will be, exercisable for one share of Parent Common Stock were at an exercise price of $11.50 per share. No Parent Warrants are exercisable until the Closing. All outstanding (assuming maximum performance for outstanding performance based restricted stock units). (b) Since the Capitalization Date and through the date of this Agreement, except for securities issued or issuable pursuant to employee benefit plans or arrangements, including options issued pursuant to Parent stock option plans and awards payable in Parent Common Stock, Warrants (i) no shares of Parent Common Stock or Parent Preferred Stock have been repurchased or redeemed or issued, duly authorized and validly issued and are fully paid and non-assessable; (ii) no shares of Parent Common Stock have been reserved for issuanceoffered, sold and issued in compliance with applicable Law, including federal and state securities Laws, and all requirements set forth in (1) the Parent Organizational Documents and (2) any other applicable contracts governing the issuance of such securities; and (iii) are not subject to, nor have they been issued in violation of, any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of any applicable Law, Parent’s Organizational Documents or any Contract to which Parent is a party or otherwise bound. (c) Neither Except for the Parent nor Warrants, and as set forth in this Section 4.08, or as contemplated by this Agreement or the other documents contemplated hereby, Parent has not granted any outstanding options, stock appreciation rights, warrants, rights or other securities convertible into or exchangeable or exercisable for Parent Securities, or any other commitments or agreements providing for the issuance of additional shares, the sale of treasury shares, for the repurchase or redemption of any Parent Securities or the value of which is determined by reference to the Parent Securities, and there are no Contracts of any kind which may obligate Parent to issue, purchase, redeem or otherwise acquire any of its Subsidiaries have any outstanding bonds, debentures, notes or other obligations the holders of which have the right to vote (or convert into or exercise for securities having the right to vote) with the equityholders of Parent or any of its Subsidiaries on any matterSecurities. (d) Except for The Share Consideration, when issued in accordance with the terms hereof, shall be duly authorized and validly issued, fully paid and non-assessable and issued in compliance with all applicable state and federal securities Laws and not subject to, and not issued or issuable pursuant to employee benefit plans or arrangementsin violation of, including options issued pursuant to Parent stock option plans and awards payable in Parent Common Stockany Lien, there are no purchase option, call option, right of first refusal, preemptive or other outstanding rightsright, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, Contracts, arrangements, calls, commitments or rights of any kind that obligate Parent subscription right or any similar right under any provision of its Subsidiaries to issue or to sell any securities of applicable Law, the Parent Organizational Documents or any of its Subsidiaries or any securities or obligations convertible or exchangeable into or exercisable for, valued by reference to, or giving any Person a right Contract to subscribe for or acquire, any securities of which Parent or any of its Subsidiaries, and no securities or obligations evidencing such rights are authorized, issued or outstanding. Neither Parent nor any of its Subsidiaries is a party or otherwise bound. (e) Parent has no Subsidiaries apart from Merger Sub 1 and Merger Sub 2, and does not own, directly or indirectly, any equity interests or other interests or investments (whether equity or debt) in any Person, whether incorporated or unincorporated. Parent is not party to any voting agreement with respect Contract that obligates Parent to the voting of invest money in, loan money to or make any of the foregoing securitiescapital contribution to any other Person.

Capitalization of Parent. (a) As of the Capitalization Date, the The authorized capital stock of Parent consists of 1,200,000,000 (i) 300,000,000 shares of common stock, par value $0.01 per share (the “Parent Common Stock Stock”) and 20,000,000 (ii) 25,000,000 shares of preferred stock, of the par value $1 each 0.01 per share (“Parent Preferred Stock”). As of the Capitalization Date date of this Agreement, (i) 615,472,741 29,493,769 shares of Parent Common Stock were are issued and outstanding, (ii) 396,788,418 shares of Parent Common Stock were issued and held by Parent in its treasury, (iii) no shares of Parent Preferred Stock were issued and outstanding, (iv) 58,657,458 shares of Parent Common Stock were reserved for issuance, (v) no shares of Parent Preferred Stock were reserved for issuance, (vi) options to purchase 796,709 shares of Parent Common Stock were outstanding and (vii) other stock-based awards (other than shares of restricted stock or other equity-based awards included in the number of shares of Parent Common Stock outstanding set forth above) with respect to 8,398,211 shares of Parent Common Stock were outstanding (assuming maximum performance for outstanding performance based restricted stock units). (b) Since the Capitalization Date and through the date of this Agreement, except for securities issued or issuable pursuant to employee benefit plans or arrangements, including options issued pursuant to Parent stock option plans and awards payable in Parent Common Stock, (i) no shares of Parent Common Stock or Parent Preferred Stock have been repurchased or redeemed or issued, and (ii) no shares of Parent Common Stock are held in the treasury of Parent. As of the date hereof, no shares of Parent Preferred Stock are issued and outstanding. All outstanding shares of capital stock of Parent and all shares of Parent Common Stock to be issued to the Sellers pursuant to this Agreement have been reserved for duly authorized. All outstanding shares of capital stock of Parent have been, and, upon issuance, all shares of Parent Common Stock to be issued to the Sellers pursuant to this Agreement will be, validly issued and fully paid and nonassessable, and free of preemptive or similar rights under any provision of the MIBCA and the articles of incorporation or bylaws of Parent or any agreement to which Parent is a party or otherwise bound. (b) No antidilution or similar adjustments with respect to any Parent Securities will occur or be required as a result of the issuance and sale of the Parent Common Stock to the Sellers pursuant to this Agreement. Assuming the accuracy of the representations and warranties set forth in Section 5.21, the offer and sale of the Parent Common Stock to the Sellers pursuant to this Agreement shall be qualified or exempt from the registration requirements of the 1933 Act and the registration and/or qualification requirements of all applicable state securities Laws. (c) Neither There is no outstanding Indebtedness of Parent nor or any of its Subsidiaries have any outstanding bonds, debentures, notes or other obligations the holders of which have having the right to vote (or convert convertible into or exercise exchangeable for securities having the right to vote) with the equityholders on any matters on which stockholders of Parent or any of its Subsidiaries on any mattermay vote. (d) Except for securities issued or issuable pursuant to employee benefit plans or arrangementsas set forth in Section 6.6(d-1) of the Parent Disclosure Letter, including options issued pursuant to Parent stock option plans and awards payable in Parent Common Stockas of the date hereof, there are no preemptive issued, reserved for issuance or outstanding (i) shares of capital stock of or other outstanding rightsvoting securities of or ownership interests in Parent, options(ii) securities of Parent convertible into or exchangeable or exercisable for shares of capital stock or other voting securities of or ownership interests in Parent, (iii) warrants, conversion rightscalls, options or other rights to acquire from Parent, or other obligation of Parent to issue, any capital stock or other voting securities or ownership interests in or any securities convertible into or exchangeable or exercisable for capital stock or other voting securities or ownership interests in Parent, or (iv) restricted shares, stock appreciation rights, redemption performance units, contingent value rights, repurchase rights, Contracts, arrangements, calls, commitments “phantom” stock or similar securities or rights of that are derivative of, or provide economic benefits based, directly or indirectly, on the value or price of, any kind that obligate Parent capital stock or any of its Subsidiaries to issue or to sell any voting securities of Parent (the items in clauses (i) through (iv) being referred to collectively as the “Parent Securities”). There are no outstanding obligations of Parent to repurchase, redeem or otherwise acquire any of its Subsidiaries or any securities or obligations convertible or exchangeable into or exercisable forthe Parent Securities. Except for the Oaktree Stockholders Agreement and the Xxxxxx Stockholders Agreement (each, valued by reference toas defined in the Merger Agreement), or giving any Person a right to subscribe for or acquire, any securities of Parent or any of its Subsidiaries, and no securities or obligations evidencing such rights are authorized, issued or outstanding. Neither Parent nor any of its Subsidiaries is not a party to any voting agreement agreements, voting trusts, proxies or other similar agreements or understandings with respect to the voting of any shares of Parent Common Stock or other Parent Securities. Except as may be required by applicable securities Laws and regulations and other than Parent’s third amended and restated articles of incorporation and second amended and restated bylaws currently in effect, Parent is not bound by any obligations or commitments of any character restricting the transfer of, or, except as set forth in Section 6.6(d-2) of the foregoing securitiesParent Disclosure Letter, requiring the registration for sale of, any shares of Parent Common Stock or other Parent Securities.

Capitalization of Parent. (a) As The Parent Preferred Stock and the Parent Warrants to be issued in connection with the Merger will, when issued and delivered to the respective shareholders of Yazam as a result of the Capitalization DateMerger and pursuant to the terms of this Agreement and the Merger Filings, the authorized capital stock be duly authorized, validly issued, non-assessable and, upon receipt of Parent consists of 1,200,000,000 consideration therefore, fully paid. The shares of Parent Common Stock and 20,000,000 shares of preferred stock, to be issued as a result of the par value $1 each (“Parent Preferred Stock”). As conversion of the Capitalization Date (i) 615,472,741 shares of Parent Common Stock were issued and outstanding, (ii) 396,788,418 shares of Parent Common Stock were issued and held by Parent in its treasury, (iii) no shares of Parent Preferred Stock were and upon the exercise of such Parent Warrants will be, when issued and outstandingdelivered to the respective shareholders of Yazam pursuant to the terms of such preferred stock and warrants, (iv) 58,657,458 duly authorized, validly issued, non-assessable, and fully paid; provided, however, as of the date hereof a sufficient number of such shares shall not have been, and as of Parent Common Stock were the Effective Time, a sufficient number of such shares may not be, authorized and reserved for issuance. Subject to any required approval by the Securities and Exchange Commission, (v) no shares of the Parent Preferred Stock were reserved for issuanceshall use its best efforts to authorize and issue, (vi) options as soon as practicable after the Closing Date but in any event prior to purchase 796,709 shares of Parent Common Stock were outstanding and (vii) other stock-based awards (other than shares of restricted stock or other equity-based awards included in the June 1, 2001, such additional number of shares of Parent Common Stock outstanding set forth aboveas necessary for the conversion of the Parent Preferred Stock and the exercise of the Parent Warrants issued in connection with the Merger. In the event that the authorization of such addition shares of the Parent Common Stock does not occur prior to June 1, 2001, the shareholders of Yazam who receive shares of Parent Preferred Stock pursuant to the Merger may require the Parent after such date to repurchase their shares of Parent Preferred Stock for a price per share of the average price of Parent Common Stock as reported on the "Over the Counter Market" ("OTC BB"), or such other applicable nationally recognized market quotation system, for the 20 trading days prior to the requested date of such repurchase multiplied by 1,000; provided, however, such price shall in any event not be less than $250 per share. As of the date hereof, Gregxxx Xxxxx xxx executed and delivered to Yazam, a voting agreement whereby he shall have agreed to vote the shares of capital stock of the Parent owned, held beneficially, and/or controlled by him (as of the appropriate record date for such shareholder vote) with respect in favor of the amendment of the Certificate of Incorporation of the Parent to 8,398,211 increase the authorized number of shares of Parent Common Stock were outstanding (assuming maximum performance for outstanding performance based restricted stock units). (b) Since the Capitalization Date in order to authorize and through the date reserve a sufficient number of this Agreement, except for securities issued or issuable pursuant to employee benefit plans or arrangements, including options issued pursuant to Parent stock option plans and awards payable in Parent Common Stock, (i) no shares of Parent Common Stock or for issuance in connection with the conversion of the Parent Preferred Stock have been repurchased or redeemed or issued, and (ii) no shares of Parent Common Stock have been reserved for issuance. (c) Neither Parent nor any of its Subsidiaries have any outstanding bonds, debentures, notes or other obligations the holders of which have the right to vote (or convert into or exercise for securities having the right to vote) with the equityholders of Parent or any of its Subsidiaries on any matter. (d) Except for securities issued or issuable pursuant to employee benefit plans or arrangements, including options issued pursuant to Parent stock option plans and awards payable in Parent Common Stock, there are no preemptive or other outstanding rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, Contracts, arrangements, calls, commitments or rights of any kind that obligate Parent or any of its Subsidiaries to issue or to sell any securities of Parent or any of its Subsidiaries or any securities or obligations convertible or exchangeable into or exercisable for, valued by reference to, or giving any Person a right to subscribe for or acquire, any securities of Parent or any of its Subsidiaries, and no securities or obligations evidencing such rights are authorized, issued or outstanding. Neither Parent nor any of its Subsidiaries is a party to any voting agreement with respect to the voting of any of the foregoing securitiesParent Warrants.

Capitalization of Parent. (a) As of the Capitalization Date, the The authorized capital stock of Parent consists of 1,200,000,000 an unlimited number of Common Shares of which 315,138,104 such shares of Parent Common Stock and 20,000,000 shares of preferred stock, of the par value $1 each (“Parent Preferred Stock”). As of the Capitalization Date (i) 615,472,741 shares of Parent Common Stock were are issued and outstanding, (ii) 396,788,418 shares outstanding as of Parent Common Stock were issued and held by Parent in its treasury, (iii) no shares of Parent Preferred Stock were issued and outstanding, (iv) 58,657,458 shares of Parent Common Stock were reserved for issuance, (v) no shares of Parent Preferred Stock were reserved for issuance, (vi) options to purchase 796,709 shares of Parent Common Stock were outstanding and (vii) other stock-based awards (other than shares of restricted stock or other equity-based awards included in the number of shares of Parent Common Stock outstanding set forth above) with respect to 8,398,211 shares of Parent Common Stock were outstanding (assuming maximum performance for outstanding performance based restricted stock units). (b) Since the Capitalization Date and through the date of this Agreement, except for an unlimited number of preferred shares of which nil preferred shares are issued and outstanding as of the date of this Agreement, and an unlimited number of Restricted Shares, of which 67,608,867 such shares are issued and outstanding as of the date of this Agreement. All of the issued and outstanding shares of capital stock of Parent have been duly authorized and validly issued and are fully paid and non-assessable, and were issued in compliance with all applicable Laws and are not subject to and were not issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of applicable Law, the constating documents of Parent or any Contract to which Parent is a party or otherwise bound. (b) Schedule 3.2.6(b) sets forth, as of the date hereof, a true, correct and complete list of the number of outstanding options, warrants or other rights to acquire Common Shares, Restricted Shares or other equity securities issued of Parent or issuable pursuant to employee benefit plans any interest in Common Shares, Restricted Shares or arrangementsother equity securities of Parent (each a "Derivative"), including options the number of Common Shares, Restricted Shares or other equity securities subject to each such Derivative, and the exercise price per share of each such Derivative. All outstanding Derivatives have been duly authorized and validly issued, are fully paid and were issued pursuant in compliance with all applicable Laws and are not subject to Parent stock option plans and awards payable were not issued in Parent Common Stockviolation of any purchase option, (i) no shares call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of applicable Law, the constating documents of Parent Common Stock or any Contract to which Parent Preferred Stock have been repurchased is a party or redeemed or issued, and (ii) no shares of Parent Common Stock have been reserved for issuanceotherwise bound. (c) Neither Other than the outstanding Derivatives or as set out on Schedule 3.2.6(c), Parent nor any of its Subsidiaries have any has no: (i) outstanding bonds, debentures, notes or other obligations the holders of which have the right to vote (or convert into or exercise for securities having the right to vote) with the equityholders of Parent or any of its Subsidiaries on any matter. (d) Except for securities issued or issuable pursuant to employee benefit plans or arrangements, including options issued pursuant to Parent stock option plans and awards payable in Parent Common Stock, there are no preemptive or other outstanding rights, options, warrants, conversion rights, convertible or exchangeable securities, "phantom" stock rights, stock appreciation rights, redemption rightsstock-based performance units, repurchase rightscommitments, Contracts, arrangements, calls, commitments arrangements or rights undertakings of any kind that obligate to which Parent is a party or by which it is bound obligating it to issue, deliver or sell, or cause to be issued, delivered or sold, additional Common Shares, Restricted Shares of or other equity (or phantom equity) interests in, or any of its Subsidiaries to issue security convertible or to sell any securities of Parent or any of its Subsidiaries or any securities or obligations convertible exercisable for or exchangeable into any Common Shares, Restricted Shares or exercisable for, valued by reference to, or giving other equity interest in Parent. No holder of indebtedness of Parent has any Person a right to subscribe convert or exchange such indebtedness for any capital stock of Parent. (d) To Parent's knowledge, other than the Investor Rights Agreement dated January 22, 2019, by and among Parent and the other signatories thereto, there is no voting trust, proxy or acquire, any securities of Parent other agreement or any of its Subsidiaries, and no securities or obligations evidencing such rights are authorized, issued or outstanding. Neither Parent nor any of its Subsidiaries is a party to any voting agreement understanding with respect to the voting of any capital stock of Parent, other than proxies solicited by Parent, its management, or its board of directors in connection with meetings of its shareholders. Other than the foregoing securitiesoutstanding Derivatives, there are no outstanding or authorized stock appreciation, phantom stock, profit participation or similar equity awards with respect to Parent.

Capitalization of Parent. (a) As of the Capitalization Datedate hereof, the authorized share capital stock of Parent consists of 1,200,000,000 shares of Parent Common Stock and 20,000,000 shares of preferred stock, of the par value $1 each (“Parent Preferred Stock”). As of the Capitalization Date is 441,000.00 divided into (i) 615,472,741 400,000,000 Parent Class A Ordinary Shares of which 57,500,000 shares of Parent Common Stock were are issued and outstanding, (ii) 396,788,418 shares outstanding as of Parent Common Stock were issued and held by Parent in its treasury, (iii) no shares of Parent Preferred Stock were issued and outstanding, (iv) 58,657,458 shares of Parent Common Stock were reserved for issuance, (v) no shares of Parent Preferred Stock were reserved for issuance, (vi) options to purchase 796,709 shares of Parent Common Stock were outstanding and (vii) other stock-based awards (other than shares of restricted stock or other equity-based awards included in the number of shares of Parent Common Stock outstanding set forth above) with respect to 8,398,211 shares of Parent Common Stock were outstanding (assuming maximum performance for outstanding performance based restricted stock units). (b) Since the Capitalization Date and through the date of this Agreement, except for securities (ii) 40,000,000 Parent Class B Ordinary Shares, of which 14,375,000 shares are issued or issuable pursuant to employee benefit plans or arrangementsand outstanding as of the date of this Agreement and (iii) 1,000,000 Parent Preference Shares, including options of which no shares are issued pursuant to and outstanding as of the date of this Agreement ((i), (ii) and (iii) collectively, the “Parent stock option plans Securities”). The foregoing represent all of the issued and awards payable in outstanding Parent Common Stock, Securities. All issued and outstanding Parent Securities (i) no shares have been duly authorized and validly issued and are fully paid and non-assessable; (ii) have been offered, sold and issued in compliance with applicable Law, including federal and state securities Laws, and all requirements set forth in (1) the Parent Governing Documents and (2) any other applicable Contracts governing the issuance of such securities; and (iii) are not subject to, nor have they been issued in violation of, any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of any applicable Law, the Parent Governing Documents or any Contract to which Parent is a party or otherwise bound; and (iv) are free and clear of any Liens other than Permitted Liens. (b) Subject to the terms of conditions of the relevant Parent Warrant Agreement, the Parent Warrants will be exercisable after giving effect to the Transactions for one share of Parent Common Stock or at an exercise price of eleven Dollars and fifty cents ($11.50) per share. As of the date hereof, 14,225,000 Parent Preferred Stock Common Warrants and 9,566,667 Parent Private Placement Warrants are issued and outstanding. No Parent Warrants are exercisable until thirty (30) days after the Closing. All outstanding Parent Common Warrants and Parent Private Placement Warrants (i) have been repurchased or redeemed or issuedduly authorized and validly issued and constitute valid and binding obligations of Parent, enforceable against Parent in accordance with their terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity; (ii) have been offered, sold and issued in compliance with applicable Law and all requirements set forth in the Parent Governing Documents; and (iii) are not subject to, nor have they been issued in violation of, any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of any applicable Law, the Parent Governing Documents or any Contract to which Parent is a party or otherwise bound. Except for the Parent Governing Documents and this Agreement, there are no shares outstanding Contracts of Parent Common Stock have been reserved for issuanceto repurchase, redeem or otherwise acquire any Parent Securities. (c) Neither Except as set forth in this Section 5.5 of the Parent nor Disclosure Letter, Parent has not granted any outstanding subscriptions, options, stock appreciation rights, “phantom stock”, warrants, commitments, calls, rights of first refusal, deferred compensation rights, rights or other securities (including debt securities or voting securities) convertible into or exchangeable or exercisable for Parent Securities, any other commitments, calls, conversion rights, rights of exchange of privilege (whether pre-emptive, contractual or by matter of Law), plans or other arrangements or commitments of any character providing for the issuance of additional shares or any other equity securities of Parent the sale of treasury shares or other equity interests of Parent or the value of which is determined by reference to the Parent Securities, and there are no voting trusts, proxies or agreements of any kind which may obligate Parent to issue, purchase, register for sale, redeem or otherwise acquire any Parent Securities. (d) The Parent Ordinary Shares are duly authorized and validly issued, fully paid and non-assessable and issued in compliance with applicable Law and not subject to, and not issued in violation of, any Lien, purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of applicable Law or the Parent Governing Documents. (e) The outstanding Equity Securities of each of First Merger Sub and Second Merger Sub have been duly authorized and validly issued and are fully paid and nonassessable. Except as set forth on Section 5.5(e) of the Parent Disclosure Letter, all of the outstanding Equity Securities of each of First Merger Sub and Second Merger Sub are owned by Parent, directly or indirectly, free and clear of any Liens (other than the restrictions under applicable securities Laws, transfer restrictions existing under the terms of the Governing Documents of such Subsidiary, and Permitted Liens) and free of any other limitation or restriction (including any restriction on the right to vote, sell or otherwise dispose of such ownership interests) and have not been issued in violation of preemptive or similar rights. (f) Other than as set forth in this Section 5.5 or on Section 5.5 of the Parent Disclosure Letter, there are (i) no subscriptions, calls, options, warrants, rights (including preemptive rights), puts or other securities convertible into or exchangeable or exercisable for Equity Securities of First Merger Sub or Second Merger Sub, or any other Contracts to which any Parent Entity is a party or by which First Merger Sub or Second Merger Sub or any of its Subsidiaries have assets or properties are bound obligating any Parent Entity to issue or sell any Equity Securities of, other equity interests in or debt securities of, any Company Subsidiary, (ii) no equity equivalents, stock appreciation rights, phantom stock ownership interests or similar rights in First Merger Sub or Second Merger Sub, (iii) (A) no outstanding contractual obligations of any Parent Entity to repurchase, redeem or otherwise acquire any securities or equity interests of First Merger Sub or Second Merger Sub and (B) no outstanding bonds, debentures, notes or other obligations the holders indebtedness of which have any Parent Entity having the right to vote (or convert into convertible into, or exercise for exchangeable for, securities having the right to vote) with the equityholders of Parent or any of its Subsidiaries on any mattermatter for which the holders of the Equity Securities of First Merger Sub or Second Merger Sub may vote, (iv) no shareholders agreements, voting agreements, proxies, registration rights agreements or other similar agreements relating to the Equity Securities of any Company Subsidiary to which any Parent Entity is a party or by which any Parent Entity is bound and (v) no Equity Securities of First Merger Sub or Second Merger Sub is issued and outstanding, other than Equity Securities owned by Parent. (dg) Except for securities issued Parent has no Subsidiaries other than First Merger Sub and Second Merger Sub and does not own, directly or issuable pursuant to employee benefit plans or arrangementsindirectly, including options issued pursuant to Parent stock option plans and awards payable in Parent Common Stock, there are no preemptive any equity interests or other outstanding rightsinterests or investments (whether equity or debt) in any other Person, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, Contracts, arrangements, calls, commitments whether incorporated or rights of any kind that obligate unincorporated. No Parent or any of its Subsidiaries to issue or to sell any securities of Parent or any of its Subsidiaries or any securities or obligations convertible or exchangeable into or exercisable for, valued by reference to, or giving any Person a right to subscribe for or acquire, any securities of Parent or any of its Subsidiaries, and no securities or obligations evidencing such rights are authorized, issued or outstanding. Neither Parent nor any of its Subsidiaries Entity is a party to any voting agreement with respect Contract that obligates any Parent Entity to the voting of invest money in, loan money to or make any of the foregoing securitiescapital contribution to any other Person.

Capitalization of Parent. (a) As of the Capitalization Date, the The authorized capital stock of Parent the PARENT consists of 1,200,000,000 shares the classes of Parent Common Stock securities, and 20,000,000 shares of preferred stock, of the par value $1 each (“Parent Preferred Stock”). As of the Capitalization Date (i) 615,472,741 shares of Parent Common Stock were issued and outstanding, (ii) 396,788,418 shares of Parent Common Stock were issued and held by Parent in its treasury, (iii) no shares of Parent Preferred Stock were issued and outstanding, (iv) 58,657,458 shares of Parent Common Stock were reserved for issuance, (v) no shares of Parent Preferred Stock were reserved for issuance, (vi) options to purchase 796,709 shares of Parent Common Stock were outstanding and (vii) other stock-based awards (other than shares of restricted stock or other equity-based awards included in the number of shares of Parent each such class authorized, issued and outstanding, and the outstanding Common Stock outstanding Warrants (and their respective exercise, strike or conversion prices, dates of issuance, term, and any provisions regarding dilution or adjustment), are as are set forth above) with respect to 8,398,211 on SCHEDULE 4.2(a). All of the issued and outstanding shares of Parent capital stock of the PARENT have been duly authorized and validly issued, are fully paid and non-assessable and were validly offered, issued, sold, and delivered by. Upon consummation of the Merger, the shares of PARENT Common Stock were outstanding to be issued in exchange for TARGET Capital Stock in accordance with this Agreement will be, when so issued, duly authorized, validly issued, fully paid and nonassessable. PARENT has no liability (assuming maximum performance or potential liability) to any Person for outstanding performance based restricted stock units)any dividends that have been declared or accrued and remain unpaid. (b) Since the Capitalization Date and through the date Except as set forth in SCHEDULE 4.2(b), there are no outstanding rights, options or warrants to acquire capital stock of this AgreementPARENT, except for or convertible securities issued convertible or issuable pursuant exchangeable into Capital Stock of PARENT (sometimes herein collectively referred to employee benefit plans or arrangements, including options issued pursuant to Parent stock option plans and awards payable in Parent Common Stock, (i) no shares of Parent as "Common Stock or Parent Preferred Stock have been repurchased or redeemed or issuedWarrants") as of December 31, and (ii) no shares of Parent 2003. No Common Stock Warrants have been reserved for issuancebeen, or will be issued by PARENT after December 31, 2003 without the consent of TARGET. (c) Neither Parent nor Except as set forth in SCHEDULE 4.2(c), (i) there are no outstanding or existing proxies, voting agreements, voting trusts, preemptive rights, rights of first refusal, rights of first offer, rights of co-sale or tag-along rights, stockholder agreements to which PARENT is a party or other rights, understandings or arrangements regarding the voting or disposition of the capital stock of PARENT to which PARENT is a party or any other restrictions (other than normal restrictions on transfer under applicable federal and state securities laws) applicable to any of its Subsidiaries have any PARENT's outstanding bonds, debentures, notes stock or other obligations securities or to the holders conversion of any shares of capital stock of PARENT in the Merger pursuant to any agreement or obligation to which have the right to vote (or convert into or exercise for securities having the right to vote) with the equityholders of Parent PARENT or any of its Subsidiaries on stockholders is a party; and (ii) PARENT has not granted or agreed to grant to any matterperson or entity any rights (including piggyback registration rights) to have any capital securities of PARENT, including, without limitation, any Common Stock Warrants or any securities underlying the same, registered with under the Securities Act or any other Law. (d) Except for securities issued as set forth in SCHEDULE 4.2(d), no Common Stock Warrants of PARENT (i) are subject to acceleration or issuable pursuant automatic vesting as a result of the occurrence of the Merger, or (ii) contain any provision accelerating the vesting of the right to employee benefit plans exercise, exchange or arrangementsconvert the same upon a merger or consolidation involving PARENT, including options issued pursuant to Parent stock option plans and awards payable in Parent Common an issuance or sale of PARENT Capital Stock, there are no preemptive any sale of all or other outstanding rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, Contracts, arrangements, calls, commitments or rights substantially all of any kind that obligate Parent PARENT's assets or any business combination or similar transactions involving or causing a change of its Subsidiaries to issue or to sell any securities control of Parent or any PARENT. (e) Except as set forth on SCHEDULE 4.2(e), PARENT owns all of its Subsidiaries or any securities or obligations convertible or exchangeable into or exercisable for, valued by reference to, or giving any Person a right to subscribe for or acquire, any securities of Parent or any the issued and outstanding capital stock of its Subsidiaries, free and no securities or obligations evidencing clear of all Liens. (f) The authorized capital stock of Acquisition Corp. consists of the classes of securities, and the number of shares of each such rights are class authorized, issued or and outstanding, as are set forth on SCHEDULE 4.2(f). Neither Parent nor any of its Subsidiaries is a party to any voting agreement with respect to the voting of any All of the foregoing securitiesissued and outstanding shares of capital stock of Acquisition Corp. have been duly authorized and validly issued, are fully paid and non-assessable.

Capitalization of Parent. (a) As of the Capitalization Date, the The authorized capital stock of Parent consists of 1,200,000,000 149,000,000 common shares (the "Parent Common Stock"). At the date of this Agreement, (i) 22,107,520 shares of Parent Common Stock and 20,000,000 shares of preferred stock, of the par value $1 each (“Parent Preferred Stock”). As of the Capitalization Date (i) 615,472,741 shares of Parent Common Stock were are issued and outstanding, (ii) 396,788,418 3,750,000 shares of Parent Common Stock were issued are reserved for issuance upon the exercise or conversion of options, warrants or convertible securities granted or issuable by Parent, including pursuant to Parent's stock option and held by Parent in its treasury, (iii) no shares stock purchase plans. Each outstanding share of Parent Preferred Common Stock were is duly authorized and validly issued, fully paid and nonassessable and has not been issued in violation of any preemptive or similar rights. The issuance and outstanding, (iv) 58,657,458 sale of all of the shares of Parent Common Stock were reserved for described in this Section 3.6 have been in compliance in all material respects with applicable federal and state securities laws. (b) As of the date hereof, other than as set forth in clause (a) above, there are no outstanding subscriptions, options, warrants, puts, calls, agreements, understandings, claims or other commitments or rights of any type relating to the issuance, (v) no sale, repurchase or transfer by Parent of any securities of Parent, nor are there outstanding any securities which are convertible into or exchangeable for any shares of Parent Preferred Stock were reserved Common Stock, and Parent has no obligation of any kind to issue any additional securities or to pay for issuance, or repurchase any securities of Parent or any predecessor. (vic) options to purchase 796,709 The shares of Parent Common Stock were outstanding to be issued at the Effective Time have been duly authorized and will, at the Effective Time, be fully paid and nonassessable and issued in reliance on exceptions from the registration and qualification requirements of federal and state securities laws. (viid) other stock-based awards (other than shares of restricted stock or other equity-based awards included in The transactions contemplated by this Agreement, including without limitation, the number of shares issuance of Parent Common Stock outstanding set forth above) with respect to 8,398,211 shares and the ownership of the Parent Common Stock were outstanding (assuming maximum performance for outstanding performance based restricted stock units). (b) Since by the Capitalization Date and through the date of this AgreementStockholders, except for securities issued will not create any obligation by Parent to sell or issuable pursuant to employee benefit plans or arrangements, including options issued pursuant to Parent stock option plans and awards payable in Parent Common Stock, (i) no otherwise issue any shares of Parent Common Stock or any other securities, or otherwise cause the application of, any control share acquisition, shareholder approval requirement (other than the Parent Preferred Stockholder Approval), poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Parent Articles or the laws of the state of its incorporation or other applicable law. (e) Prior to Closing Date, Parent Common Stock shall have been repurchased or redeemed or issued, reverse split 1:20 so as to provide this transaction with between 8,000,000 and (ii) no 12,000,000 shares of Parent Common Stock have been reserved for issuanceconsideration. (c) Neither Parent nor any of its Subsidiaries have any outstanding bonds, debentures, notes or other obligations the holders of which have the right to vote (or convert into or exercise for securities having the right to vote) with the equityholders of Parent or any of its Subsidiaries on any matter. (d) Except for securities issued or issuable pursuant to employee benefit plans or arrangements, including options issued pursuant to Parent stock option plans and awards payable in Parent Common Stock, there are no preemptive or other outstanding rights, options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, Contracts, arrangements, calls, commitments or rights of any kind that obligate Parent or any of its Subsidiaries to issue or to sell any securities of Parent or any of its Subsidiaries or any securities or obligations convertible or exchangeable into or exercisable for, valued by reference to, or giving any Person a right to subscribe for or acquire, any securities of Parent or any of its Subsidiaries, and no securities or obligations evidencing such rights are authorized, issued or outstanding. Neither Parent nor any of its Subsidiaries is a party to any voting agreement with respect to the voting of any of the foregoing securities.