Common use of Capitalization of the Company and its Subsidiaries Clause in Contracts

Capitalization of the Company and its Subsidiaries. The authorized capital stock of the Company consists of (i) 20,000,000 shares of Common Stock of which, as of July 31, 1997, 4,910,880 shares of Common Stock were issued and outstanding. All outstanding shares of capital stock of the Company have been validly issued, and are fully paid, nonassessable and free of preemptive rights. Set forth in Schedule 2.2(a) are all outstanding options, warrants, or other rights to purchase Riviera Stock. Except as set forth above or in Schedule 2.2, and except as a result of the exercise of Employee Options, Directors' Options and such rights under the Company Stock Plan and the Compensation Committee Plan outstanding as of July 31, 1997, there are outstanding (i) no shares of capital stock or other voting securities of the Company, (ii) no securities of the Company convertible into or exchangeable for shares of capital stock or voting securities of the Company, (iii) no options, subscriptions, warrants, convertible securities, calls or other rights to acquire from the Company, and no obligation of the Company to issue, deliver or sell, any capital stock, voting securities or securities convertible into or exchangeable for capital stock or voting securities of the Company, and (iv) no equity equivalents, performance shares, interests in the ownership or earnings of the Company or other similar rights issued by the Company (collectively, "Company Securities"). Except as set forth on Schedule 2.2 hereto, there are no outstanding obligations of the Company or any of its subsidiaries to repurchase, redeem or otherwise acquire any Company Securities. Except as set forth on Schedule 2.2 hereto, each of the outstanding shares of capital stock of each of the Company's subsidiaries is duly authorized, validly issued, fully paid and nonassessable and is directly or indirectly owned by the Company, free and clear of all security interests, liens, claims, pledges, charges, voting agreements or other encumbrances of any nature whatsoever (collectively, "Liens"). Except as set forth on Schedules 1.10 and 2.2 hereto, there are no existing options, calls or commitments of any character relating to the issued or unissued capital stock or other equity securities of any subsidiary of the Company.

Capitalization of the Company and its Subsidiaries. (a) The authorized capital stock of the Company consists of (i) 20,000,000 shares of Common Stock Stock, no par value (the "Common Stock"), and 100,000 shares of whichpreferred stock, as no par value (the "Preferred Stock"). As of July 31the date hereof, 1997, 4,910,880 (i) 8,694,954 shares of Common Stock were are issued and outstandingoutstanding and no shares of Preferred Stock are outstanding and (ii) 10,413 shares of Common Stock have been authorized for issuance but have not been issued. As of the date hereof, 1,189,911 shares of Common Stock and no shares of Preferred Stock are held in the treasury of the Company. All outstanding of the Shares have been validly issued, are fully paid, nonassessable and have been issued free of preemptive rights. Section 3.2 of the Company Disclosure Schedule identifies the number of shares of each class of capital stock of the Company have been validly issuedwhich are reserved and subject to any Company Benefit Plan, indicating the name of the plan, the date of the grant, the holder of the option, the number of shares granted, the type of option and the exercise price thereof. Section 3.2 of the Company Disclosure Schedule also identifies the number of shares of each class of capital stock of the Company which are fully paidreserved and subject to any warrant of the Company, nonassessable indicating the warrant agreement, the date of the warrant, the holder of the warrant, the number of shares subject to the warrant and free of preemptive rightsthe exercise price thereof. Set forth The actions to be taken in Schedule 2.2(a) are Section 1.9 hereof with respect to all outstanding optionsoptions and warrants of the Company are permissible under the terms of such options and warrants without any further action on the part of the Company, Purchaser or the holders of any such options or warrants. As of the date hereof, or other rights options to purchase Riviera Stock1,630,285 shares of Common Stock were outstanding under Company Benefit Plans and warrants to purchase 200,000 shares of Common Stock were outstanding. Except as set forth above or in Schedule 2.2, and except as a result of for the exercise of Employee Options, Directors' Options and such rights under Rights issued pursuant to the Company Stock Plan and the Compensation Committee Plan outstanding as of July 31, 1997Rights Agreement, there are outstanding (i) no shares of capital stock or other voting securities of the Company, (ii) no securities of the Company or any of its Subsidiaries convertible into or exchangeable for shares of capital stock or voting securities of the Company, (iii) no options, subscriptions, warrants, convertible securities, calls options or other rights to acquire from the CompanyCompany or any of its Subsidiaries, and no other contract, understanding, arrangement or obligation (whether or not contingent) of the Company or any of its Subsidiaries to issue, deliver issue or sell, directly or indirectly, any capital stock, voting securities or securities, securities convertible into or exchangeable for capital stock or voting securities, or other securities of the CompanyCompany or any of its Subsidiaries, or any other ownership interests in the Company or any of its Subsidiaries and (iv) no equity equivalents, performance shares, interests in the ownership or earnings of the Company or any of its Subsidiaries or other similar rights issued by the Company (collectively, "Company Securities"). Except as set forth on Schedule 2.2 heretofor the put options relating to the capital stock of Field Marketing, Inc., there are no outstanding obligations of the Company or any of its subsidiaries Subsidiaries to repurchase, redeem or otherwise acquire any Company Securities. Except as set forth on Schedule 2.2 hereto, each of the outstanding shares of capital stock of each of the Company's subsidiaries is duly authorized, validly issued, fully paid and nonassessable and is directly or indirectly owned by the Company, free and clear of all security interests, liens, claims, pledges, charges, voting agreements or other encumbrances of any nature whatsoever (collectively, "Liens"). Except as set forth on Schedules 1.10 and 2.2 hereto, there are no existing options, calls or commitments of any character relating to the issued or unissued capital stock or other equity securities of any subsidiary of the Company.

Capitalization of the Company and its Subsidiaries. (a) The authorized capital stock of the Company consists of: 15,000,000 Shares, of (i) 20,000,000 shares of Common Stock of which, as of July 31, 1997, 4,910,880 shares of Common Stock which 7,276,168 Shares were issued and outstandingoutstanding as of the close of business on October 24, 2000. All outstanding shares of capital stock of the Company issued and outstanding Shares have been validly issued, and are duly authorized, fully paid, nonassessable non-assessable and free of preemptive rights. Set forth , except and to the extent provided in Schedule 2.2(a) are all outstanding options, warrants, or other rights to purchase Riviera StockSections 114 and 6029 of the NYBL. Except as set forth above or in Schedule 2.2above, and except as a result of the exercise of Employee Options, Directors' Options and such rights under the Company Stock Plan and the Compensation Committee Plan outstanding as of July 31, 1997date hereof, there are outstanding (i) no shares of capital stock or other voting securities of the Company, ; (ii) no securities of the Company or any of its Subsidiaries convertible into or exchangeable for shares of capital stock or voting securities of the Company, ; (iii) no options, subscriptions, warrants, convertible securities, calls options or other rights to acquire from the CompanyCompany or any of its Subsidiaries, and no obligation obligations of the Company or any of its Subsidiaries to issue, deliver or sell, any capital stock, voting securities or securities convertible into or exchangeable for capital stock or voting securities of the Company, ; and (iv) no equity equivalents, performance shares, interests in the ownership or earnings of the Company or any of its Subsidiaries or other similar rights, including stock appreciation rights issued by the Company (collectively, "Company SecuritiesCOMPANY SECURITIES"). Except as set forth on Schedule 2.2 hereto, there There are no outstanding obligations of the Company or any of its subsidiaries Subsidiaries to repurchase, redeem or otherwise acquire any Company Securities. Except as set forth on Schedule 2.2 heretoThere are no shareholder agreements (other than the voting agreements entered into in connection with the transactions contemplated hereby), each voting trusts or other agreements or understandings to which the Company or any of its Subsidiaries is a party or to which it is bound relating to the outstanding voting of any shares of capital stock of each of the Company's subsidiaries is duly authorized, validly issued, fully paid and nonassessable and is directly or indirectly owned by the Company, free and clear of all security interests, liens, claims, pledges, charges, voting agreements or other encumbrances of any nature whatsoever (collectively, "Liens"). Except as set forth on Schedules 1.10 and 2.2 hereto, there are no existing options, calls or commitments of any character relating to the issued or unissued capital stock or other equity securities of any subsidiary of the Company.

Capitalization of the Company and its Subsidiaries. (a) The authorized capital stock of the Company consists of of: (i) 20,000,000 250,000,000 Shares, of which 70,218,397 Shares were issued and outstanding and 3,052 shares of Common Stock of whichwhich were held in the Company's treasury, in each case, as of July 31the close of business on May 21, 19971999, 4,910,880 and (ii) 10,000,000 shares of Common Stock were issued and preferred stock, par value $.001 per share, no shares of which are outstanding. All outstanding shares of capital stock of the Company issued and outstanding Shares have been validly issued, and are duly authorized, fully paid, nonassessable non-assessable and free of preemptive rights. Set forth in Schedule 2.2(a) are all outstanding optionsAs of May 21, warrants1999, or other rights 5,176,485 Shares were issuable pursuant to purchase Riviera Stockawards that have been granted under the Directors Restricted Stock Plan, the Option Plan and the Directors' Option Plan. Except for the Company Rights and as set forth above or in Schedule 2.2above, and except as a result of the exercise of Employee Options, Directors' Options and such rights under the Company Stock Plan and the Compensation Committee Plan outstanding as of July 31, 1997date hereof, there are outstanding (i) no shares of capital stock or other voting securities of the Company, (ii) no securities of the Company or its subsidiaries convertible into or exchangeable for shares of capital stock or voting securities of the Company, (iii) no options, subscriptions, warrants, convertible securities, calls options or other rights to acquire from the CompanyCompany or its subsidiaries, and no obligation obligations of the Company or its subsidiaries to issue, deliver or sell, any capital stock, voting securities or securities convertible into or exchangeable for capital stock or voting securities of the Company, and (iv) no equity equivalents, performance shares, interests in the ownership or earnings of the Company or its subsidiaries or other similar rights issued by the Company (including stock appreciation rights) (collectively, "Company Securities"). Except as set forth on Schedule 2.2 hereto, there There are no outstanding obligations of the Company or any of its subsidiaries to repurchase, redeem or otherwise acquire any Company Securities. Except as set forth on Schedule 2.2 heretoThere are no stockholder agreements, each voting trusts or other agreements or understandings to which the Company is a party or to which it is bound relating to the voting of the outstanding any shares of capital stock of each of the Company's subsidiaries is duly authorized, validly issued, fully paid and nonassessable and is directly or indirectly owned by the Company, free and clear of all security interests, liens, claims, pledges, charges, voting agreements or other encumbrances of any nature whatsoever (collectively, "Liens"). Except as set forth on Schedules 1.10 and 2.2 hereto, there are no existing options, calls or commitments of any character relating to the issued or unissued capital stock or other equity securities of any subsidiary of the Company.

Capitalization of the Company and its Subsidiaries. (a) The authorized capital stock of the Company consists of (i) 20,000,000 25,800,000 shares of Preferred Stock, of which 25,000,000 are designated Series B Stock and 800,000 are designated Series A Stock, and 40,000,000 shares of Common Stock Stock. As of whichFebruary 20, as of July 312007, 1997, 4,910,880 13,972,365 shares of Common Stock were issued and outstanding, 149,962 shares of Series A Stock were issued and outstanding and 4,500,000 shares of Series B Stock were outstanding. All outstanding such shares of capital stock Common Stock, Series A Stock and Series B Stock outstanding as of the Company such date have been duly authorized, validly issued, and are fully paid, nonassessable and free of preemptive rights or other similar rights. Set forth in Schedule 2.2(a) are all The Company has no commitments to issue or deliver any shares of Common Stock, except that, as of February 20, 2007, a total of 1,090,265 shares of Common Stock were reserved for issuance pursuant to outstanding optionsCompany Options, warrants702,680 shares of Common Stock were reserved for issuance pursuant to outstanding Company Common Warrants, or other rights 8,283,000 shares of Series B Stock were reserved for issuance pursuant to outstanding warrants to purchase Riviera Series B Stock, 22,077 shares of Common Stock were required for issuance upon conversion and in accordance with the terms of outstanding Debentures, 458,134 shares of Common Stock were reserved for issuance upon conversion of outstanding shares of Series A Preferred Stock and 12,783,000 shares of Common Stock were reserved for issuance upon conversion of shares of Series B Stock (both outstanding and issuable upon exercise of warrants to purchase Series B Stock). All outstanding Company Options are governed by the terms and conditions of the Company’s 2003 Stock Plan and the standard form of stock option agreement used for such plans, respectively. All outstanding Company Common Warrants are governed by the terms and conditions of a warrant agreement, the form of which is included as an exhibit to a Company Report. Except as set forth above or in Schedule 2.2, and except as a result of the exercise of Employee Options, Directors' Options and such rights under the Company Stock Plan and the Compensation Committee Plan outstanding as of July 31, 1997this paragraph, there are no authorized or outstanding (i) no shares of capital stock debt or other voting securities of the Company, (ii) no securities of the Company convertible into or exchangeable for shares of capital stock or voting securities of the Company, (iii) no options, subscriptions, warrants, convertible securities, calls or other rights to acquire from the Company, and no obligation of the Company to issue, deliver or sell, any capital stock, voting securities or securities convertible into or exchangeable for capital stock or voting equity securities of the Company, and (iv) no equity equivalents, performance shares, interests in the ownership or earnings of the Company has no obligations to authorize or other similar rights issued by the Company (collectively, "Company Securities"). Except as set forth on Schedule 2.2 hereto, there are no outstanding obligations of the Company issue additional debt or any of its subsidiaries to repurchase, redeem or otherwise acquire any Company Securities. Except as set forth on Schedule 2.2 hereto, each of the outstanding shares of capital stock of each of the Company's subsidiaries is duly authorized, validly issued, fully paid and nonassessable and is directly or indirectly owned by the Company, free and clear of all security interests, liens, claims, pledges, charges, voting agreements or other encumbrances of any nature whatsoever (collectively, "Liens"). Except as set forth on Schedules 1.10 and 2.2 hereto, there are no existing options, calls or commitments of any character relating to the issued or unissued capital stock or other equity securities of any subsidiary of the Company.

Capitalization of the Company and its Subsidiaries. The authorized capital stock of the Company consists of (i) 20,000,000 1,500,000,000 shares of Common Stock and 50,000,000 shares of whichpreferred stock, as par value $0.001, of July 31the Company (the “Preferred Stock”). As of the date hereof, 1997(a) 7,000,000 shares of Series A Preferred Stock are issued and outstanding, 4,910,880 7,254,997 shares of Series E Preferred Stock are issued and outstanding and have no voting rights, (b) 24,027,924 shares of Common Stock were are issued and outstanding. All outstanding , (c) 12,468,025 shares of capital Common Stock are reserved for or subject to issuance. Schedule 3.6 sets forth a true and correct list of all outstanding rights, options or warrants to purchase shares of any class or series of stock of the Company have been validly issued, and are fully paid, nonassessable and free of preemptive rights. Set forth in Schedule 2.2(a) are all outstanding options, warrants, or other rights to purchase Riviera Stock. Except as set forth above or in Schedule 2.2, and except as a result of the exercise of Employee Options, Directors' Options and such rights under the Company Stock Plan and the Compensation Committee Plan outstanding as of July 31, 1997, there are outstanding (i) no shares of capital stock or other voting securities of the Company, (ii) no securities of the Company convertible into or exchangeable for shares of capital stock or voting securities of the Company, (iii) no options, subscriptions, warrants, convertible securities, calls or other rights to acquire from the Company, and no obligation of the Company to issue, deliver or sell, any capital stock, voting securities or securities convertible into or exchangeable for capital stock or voting securities of the Company, and (iv) no equity equivalents, performance shares, interests in the ownership or earnings of the Company or other similar rights issued by the Company (collectively, "the “Company Securities"Options”) and a true and correct list of each of the Company’s stock option, incentive, purchase or other plans pursuant to which options or warrants to purchase stock of the Company may be issued (collectively, the “Existing Plans”). Except as set forth out on Schedule 2.2 hereto3.6 and for (i) shares of Common Stock issuable pursuant to the exercise of outstanding Company Options, (ii) shares of Common Stock issuable upon conversion of the Series A Preferred Stock, or the Series E Preferred Stock, (iii) securities issuable upon conversion of the Convertible Promissory Note, dated May 10, 2012, (the “MxXxxxx Note”), there are no outstanding obligations shares of Common Stock or any other equity security of the Company issuable upon conversion or exchange of any security of the Company or any of its subsidiaries Subsidiaries nor any rights, options or warrants outstanding or other agreements to repurchaseacquire shares of stock of the Company or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries is contractually obligated to issue any shares of stock or to purchase, redeem or otherwise acquire any Company Securities. Except as set forth on Schedule 2.2 hereto, each of the its outstanding shares of capital stock. Neither the Company nor any of its Subsidiaries has created any “phantom stock,” stock appreciation rights or other similar rights the value of which is related to or based upon the price or value of the Common Stock. Neither the Company nor any of its Subsidiaries has outstanding debt or debt instruments providing for voting rights with respect to the Company or such Subsidiary to the holders thereof. Other than pursuant to the Investor Rights Agreement, no stockholder of the Company or any of its Subsidiaries or other Person is entitled to any preemptive or similar rights to subscribe for shares of stock of each the Company or any of its Subsidiaries. All of the Company's subsidiaries is issued and outstanding shares of Common Stock and Preferred Stock are duly authorized, validly issued, fully paid paid, and nonassessable nonassessable. Other than pursuant to the Employment Agreements between the Company and is directly MxXxxxx and Song, respectively, neither the Company nor any of its Subsidiaries has granted to any Person the right to demand or indirectly owned request that the Company or such Subsidiary effect a registration under the Securities Act of any securities held by such Person or to include any securities of such Person in any such registration by the Company, free and clear of all security interests, liens, claims, pledges, charges, voting agreements Company or other encumbrances of any nature whatsoever (collectively, "Liens"). Except as set forth on Schedules 1.10 and 2.2 hereto, there are no existing options, calls or commitments of any character relating to the issued or unissued capital stock or other equity securities of any subsidiary of the Companysuch Subsidiary.

Capitalization of the Company and its Subsidiaries. 3.2.1 The authorized share capital stock of the Company consists of (i) 20,000,000 shares of Common Stock 110,714,286 Shares, of which, as of July 31August 1, 19972022 (the “Measurement Date”), 4,910,880 shares of Common Stock 16,848,041 Shares were issued and outstanding. All outstanding shares None of capital stock the Shares are held by a Subsidiary of the Company. Between the Measurement Date and the date hereof, except as disclosed in Section ‎3.2.1 of the Company Disclosure Schedule, no Shares have been issued (other than Shares issuable upon the exercise of existing Company Stock Options) and no Company Stock Options have been granted. All of the outstanding Shares have been (and all Shares which may be issued pursuant to the Company Plans when issued in accordance with the terms thereof will be) validly issued, and are fully paid, nonassessable and free of preemptive rights. Set forth As of the Measurement Date, 10,088,013 Shares were issuable upon or otherwise deliverable in Schedule 2.2(a) are connection with the exercise of outstanding Company Stock Options. Each Company Stock Option was granted in compliance with all outstanding options, warrants, or other rights to purchase Riviera StockApplicable Laws and all of the terms and conditions of the Company Plans. Except as set forth above or and as disclosed in Schedule 2.2, and except as a result Section ‎3.2.1 of the exercise of Employee Options, Directors' Options and such rights under the Company Stock Plan and the Compensation Committee Plan outstanding as of July 31, 1997Disclosure Schedule, there are no outstanding (i) no shares of capital stock shares, equity interests or other voting securities or Capital Stock of the Company, (ii) no securities of the Company or any of its Subsidiaries convertible into or exchangeable or exercisable for shares of capital stock or voting other securities of the Company, (iii) no options, subscriptions, warrants, convertible securities, calls preemptive or other rights to acquire from the CompanyCompany or any of its Subsidiaries, and no obligation or obligations of the Company or any of its Subsidiaries to issue, deliver or sell, any capital stockshares, voting securities or securities convertible into or exchangeable or exercisable for capital stock shares or voting other securities of the Company, and Company or any of its Subsidiaries or (iv) no equity equivalents, performance shares, equivalent interests in the ownership or earnings of the Company or its Subsidiaries or other similar rights issued by the Company (collectively, "collectively “Company Securities"”). Except as set forth on Schedule 2.2 hereto, there There are no outstanding rights or obligations of the Company or any of its subsidiaries Subsidiaries to repurchase, redeem or otherwise acquire any Company Securities. Except as set forth on Schedule 2.2 hereto, each in Section ‎3.2.1(iii) of the outstanding shares of capital stock of each of the Company's subsidiaries is duly authorized, validly issued, fully paid and nonassessable and is directly or indirectly owned by the Company, free and clear of all security interests, liens, claims, pledges, charges, voting agreements or other encumbrances of any nature whatsoever (collectively, "Liens"). Except as set forth on Schedules 1.10 and 2.2 heretoCompany Disclosure Schedule, there are no existing optionsvoting agreements, calls voting trusts or commitments other agreements or understandings to which the Company or any of its Subsidiaries is a party or by which the Company or any character Subsidiary of the Company is bound relating to the issued voting or unissued capital stock or other equity securities registration of any subsidiary shares of Capital Stock of the CompanyCompany or any of its Subsidiaries.

Capitalization of the Company and its Subsidiaries. The authorized capital stock of the Company consists of (i) 20,000,000 30,000,000 shares of Common Stock Stock, par value $.01 per share, of which, as of July 31the date of this Agreement, 1997, 4,910,880 5,843,612 shares of Common Stock were are issued and outstanding and (ii) 1,000,000 shares of Preferred Stock, par value $.001 per share, of which, as of the date of this Agreement, no shares are issued and outstanding. All outstanding shares of capital stock of the Company Common Stock have been duly authorized and validly issued, and are fully paidpaid and nonassessable. As of the date of this Agreement, nonassessable the Company has 6,926,976 outstanding options and free warrants to purchase common stock at exercise prices ranging from $0.56 to $25.00. Of this total, 5,457,528 are options and warrants outstanding to employees and officers/directors. The shares of preemptive rights. Set forth in Schedule 2.2(a) are all outstanding options, Common Stock underlying such warrants, or options and all other similar rights to purchase Riviera Stockhave been duly reserved for issuance. Except as set forth above or in Schedule 2.2, and except as a result of the exercise of Employee Options, Directors' Options and such rights under the Company Stock Plan and the Compensation Committee Plan outstanding as of July 31, 1997set forth on Schedule 2.2, there are outstanding (i) no shares of capital stock or other voting securities of the Company, (ii) no securities of the Company or any of its subsidiaries convertible into or exchangeable for shares of capital stock or voting securities of the Company, (iii) no written or oral options, subscriptions, warrants, convertible securities, calls calls, preemptive or rescission rights or other rights to acquire from the CompanyCompany or any of its subsidiaries, and no obligation of the Company or any of its subsidiaries to issue, deliver or sell, any capital stock, voting securities or securities convertible into or exchangeable for capital stock or voting securities of the Company, and (iv) no equity equivalentsequivalents (including, performance shareswithout limitation, stock appreciation rights), interests in the ownership or earnings of the Company or other similar rights issued by the Company (collectively, "Company Securities"). Except as set forth on Schedule 2.2 hereto, there There are no outstanding obligations of the Company or any of its subsidiaries to repurchase, redeem or otherwise acquire any Company Securities. Except as set forth on Schedule 2.2 hereto2.2, each of the outstanding shares of capital stock of each of the Company's subsidiaries is duly authorized, validly issued, fully paid and nonassessable and is directly or indirectly owned by the Company, free and clear of all security interests, liens, claims, pledges, charges, voting agreements or other encumbrances of any nature whatsoever (collectively, "Liens"). Except as set forth on Schedules 1.10 and 2.2 hereto, there There are no existing options, calls or commitments of any character relating to the issued or unissued capital stock or other equity securities of any subsidiary of the Company. No bonds, debentures, notes or other indebtedness of the Company or any of its subsidiaries having the right to vote (or convertible into, or exchangeable for securities having the right to vote) on any matters on which the stockholders of the Company may vote are issued or outstanding. There are no stockholders agreements, voting agreement or similar agreements with respect to the Company Securities to which the Company or any of its subsidiaries are a party to, or to the knowledge of the Company, by or between any stockholders of the Company or any of its affiliates. The Shares being purchased by the Purchaser hereunder have been duly authorized and will, upon issuance pursuant to the terms hereof, be validly issued, fully paid and nonassessable.

Capitalization of the Company and its Subsidiaries. (a) The authorized share capital stock of the Company consists of 500,000,000 Shares. As of the date of this Agreement, (i) 20,000,000 shares of Common Stock of which, as of July 31, 1997, 4,910,880 shares of Common Stock 156,179,441 Shares were issued and outstanding. All outstanding shares of capital stock (including Shares represented by ADSs) and (ii) 343,820,559 Shares are reserved for issuance upon exercise of the Company have been validly issuedOptions and for general corporate purposes. Section 3.2(a) of the Company Disclosure Schedule sets forth the aggregate number of Company Options held by all the holders of Company Options as of the date of this Agreement and the applicable exercise prices. All the outstanding Shares are, and are fully paid, nonassessable and free of preemptive rights. Set forth in Schedule 2.2(a) are all outstanding options, warrants, or other rights to purchase Riviera Stock. Except as set forth above or in Schedule 2.2, and except as a result of the Shares issuable upon the exercise of Employee Optionsoutstanding Company Options will be, Directors' Options and such rights under when issued in accordance with the Company Stock Plan and the Compensation Committee Plan outstanding as of July 31terms thereof, 1997, there are outstanding (i) no shares of capital stock or other voting securities of the Company, (ii) no securities of the Company convertible into or exchangeable for shares of capital stock or voting securities of the Company, (iii) no options, subscriptions, warrants, convertible securities, calls or other rights to acquire from the Company, and no obligation of the Company to issue, deliver or sell, any capital stock, voting securities or securities convertible into or exchangeable for capital stock or voting securities of the Company, and (iv) no equity equivalents, performance shares, interests in the ownership or earnings of the Company or other similar rights issued by the Company (collectively, "Company Securities"). Except as set forth on Schedule 2.2 hereto, there are no outstanding obligations of the Company or any of its subsidiaries to repurchase, redeem or otherwise acquire any Company Securities. Except as set forth on Schedule 2.2 hereto, each of the outstanding shares of capital stock of each of the Company's subsidiaries is duly authorized, validly issued, fully paid and nonassessable and is directly or indirectly owned by the Company, free and clear of all security interests, liens, claims, pledges, charges, voting agreements or other encumbrances of any nature whatsoever (collectively, "Liens")non-assessable. Except as set forth on Schedules 1.10 in Section 3.2(a) of the Company Disclosure Schedule and 2.2 heretoexcept for the transactions contemplated hereby, there are no existing options, calls warrants, convertible debt, other convertible instruments or other rights, agreements, arrangements or commitments of any character issued by the Company or any of its Subsidiaries relating to the issued share capital of the Company or unissued any of its Subsidiaries or obligating the Company or any of its Subsidiaries to issue, transfer or sell or cause to be issued, transferred or sold any shares of capital stock or other equity interest in the Company or any of its Subsidiaries, or any securities convertible or exchangeable into or exercisable for, or giving any Person a right to subscribe for or acquire, any securities of the Company or any subsidiary of its Subsidiaries. No securities or obligations evidencing such rights are authorized, issued or outstanding. There are no outstanding contractual obligations of the CompanyCompany or any of its Subsidiaries to repurchase, redeem or otherwise acquire any Shares or any share capital or other securities of the Company or any of its Subsidiaries. As of the date of this Agreement and other than the ADSs and the Deposit Agreement, the Company has not issued or had outstanding any bonds, debentures, notes or other obligations, which entitles the holders to the right to vote (or convertible into or exchangeable or exercisable for securities having the right to vote) on any matters on which shareholders of the Company may vote.

Capitalization of the Company and its Subsidiaries. (a) The authorized capital stock of the Company consists of (i) 20,000,000 shares of Common Stock Stock, no par value (the "Common Stock"), and 100,000 shares of whichpreferred stock, as no par value (the "Preferred Stock"). As of July 31the date hereof, 1997, 4,910,880 (i) 8,694,954 shares of Common Stock were are issued and outstandingoutstanding and no shares of Preferred Stock are outstanding and (ii) 10,413 shares of Common Stock have been authorized for issuance but have not been issued. As of the date hereof, 1,189,911 shares of Common Stock and no shares of Preferred Stock are held in the treasury of the Company. All outstanding of the Shares have been validly issued, are fully paid, nonassessable and have been issued free of preemptive rights. Section 3.2 of the Company Disclosure Schedule identifies the number of shares of each class of capital stock of the Company have been validly issuedwhich are reserved and subject to any Company Benefit Plan, indicating the name of the plan, the date of the grant, the holder of the option, the number of shares granted, the type of option and the exercise price thereof. Section 3.2 of the Company Disclosure Schedule also identifies the number of shares of each class of capital stock of the Company which are fully paidreserved and subject to any warrant of the Company, nonassessable indicating the warrant agreement, the date of the warrant, the holder of the warrant, the number of shares subject to the warrant and free of preemptive rightsthe exercise price thereof. Set forth The actions to be taken in Schedule 2.2(a) are Section 1.9 hereof with respect to all outstanding optionsoptions and warrants of the Company are permissible under the terms of such options and warrants without any further action on the part of the Company, Purchaser or the holders of any such options or warrants. As of the date hereof, or other rights options to purchase Riviera Stock1,630,285 shares of Common Stock were outstanding under Company Benefit Plans and warrants to purchase 200,000 shares of Common Stock were outstanding. Except as set forth above or in Schedule 2.2, and except as a result of for the exercise of Employee Options, Directors' Options and such rights under Rights issued pursuant to the Company Stock Plan and the Compensation Committee Plan outstanding as of July 31, 1997Rights Agreement, there are outstanding (i) no shares of capital stock or other voting securities of the Company, (ii) no securities of the Company or any of its Subsidiaries convertible into or exchangeable for shares of capital stock or voting securities of the Company, (iii) no options, subscriptions, warrants, convertible securities, calls options or other rights to acquire from the CompanyCompany or any of its Subsidiaries, and no other contract, understanding, arrangement or obligation of the Company to issue, deliver (whether or sell, any capital stock, voting securities or securities convertible into or exchangeable for capital stock or voting securities of the Company, and (ivnot contingent) no equity equivalents, performance shares, interests in the ownership or earnings of the Company or other similar rights issued by the Company (collectively, "Company Securities"). Except as set forth on Schedule 2.2 hereto, there are no outstanding obligations of the Company or any of its subsidiaries Subsidiaries to repurchaseissue or sell, redeem or otherwise acquire any Company Securities. Except as set forth on Schedule 2.2 hereto, each of the outstanding shares of capital stock of each of the Company's subsidiaries is duly authorized, validly issued, fully paid and nonassessable and is directly or indirectly owned by the Companyindirectly, free and clear of all security interestsany capital stock, liens, claims, pledges, charges, voting agreements or other encumbrances of any nature whatsoever (collectively, "Liens"). Except as set forth on Schedules 1.10 and 2.2 hereto, there are no existing options, calls or commitments of any character relating to the issued or unissued capital stock or other equity securities of any subsidiary of the Company.voting

Capitalization of the Company and its Subsidiaries. (a) The authorized capital stock of the Company consists of (i) 20,000,000 shares of Common Stock common stock of which, as of July 31the date hereof, 1997, 4,910,880 4,323,648 are issued and outstanding and (ii) 1,000,000 shares of Common Stock were preferred stock, par value $1.00, none of which are issued and outstanding. All issued and outstanding shares of capital stock of the Company Shares (i) have been duly authorized and validly issued, and (ii) are fully paidpaid and non-assessable, nonassessable and (iii) are free of preemptive rights. Set As of the date hereof, 954,000 Shares were reserved for issuance and issuable upon or otherwise deliverable in connection with the exercise of options (the "Options") listed on Section 4.2 of the Company Disclosure Schedule, which sets forth in Schedule 2.2(a) are all outstanding optionsthe material terms of such Options, warrants, or other rights including but not limited to purchase Riviera Stockexercise price and voting provisions. Except as set forth above or in Schedule 2.2, and except as a result otherwise set forth on Section 4.2 of the exercise of Employee OptionsCompany Disclosure Schedule, Directors' Options and such rights under the Company Stock Plan and the Compensation Committee Plan outstanding as of July 31, 1997the date hereof, there are outstanding (i) no shares of capital stock or other voting securities of the Company, ; (ii) no securities of the Company or any of its subsidiaries convertible into or exchangeable for shares of capital stock or voting securities of the Company, ; (iii) no options, subscriptions, warrants, convertible securities, calls options or other rights to acquire from the CompanyCompany or any of its subsidiaries, and no obligation obligations of the Company or any of its subsidiaries to issue, deliver or sell, any capital stock, voting securities or securities convertible into or exchangeable for capital stock or voting securities of the Company, ; and (iv) no equity equivalents, performance shares, interests in the ownership or earnings of the Company or any of its subsidiaries or other similar rights issued by the Company (including stock appreciation rights) (collectively, "Company Securities"). Except as set forth above and except as otherwise set forth on Schedule 2.2 heretoSection 4.2 of the Company Disclosure Schedule, there are no outstanding obligations of the Company or any of its subsidiaries to repurchase, redeem or otherwise acquire any Company Securities. Except as set forth on Schedule 2.2 heretoThere are no stockholder agreements, each voting trusts or other agreements or understandings to which the Company or any of its subsidiaries is a party or to which it is bound relating to the outstanding voting of any shares of capital stock of each of the Company's subsidiaries is duly authorized, validly issued, fully paid and nonassessable and is directly or indirectly owned by the Company, free and clear of all security interests, liens, claims, pledges, charges, voting agreements or other encumbrances of any nature whatsoever (collectively, "Liens"). Except as set forth on Schedules 1.10 and 2.2 hereto, there are no existing options, calls or commitments of any character relating to the issued or unissued capital stock or other equity securities of any subsidiary of the Company.

Capitalization of the Company and its Subsidiaries. The authorized capital stock of the Company consists of (i) 20,000,000 40,000,000 shares of Common Stock of whichStock, as of July 31, 1997, 4,910,880 shares of Common Stock were issued no par value and outstanding. All outstanding shares of capital stock of the Company have been validly issued, and are fully paid, nonassessable and free of preemptive rights. Set forth in Schedule 2.2(a) are all outstanding options, warrants, or other rights to purchase Riviera Stock. Except as set forth above or in Schedule 2.2, and except as a result of the exercise of Employee Options, Directors' Options and such rights under the Company Stock Plan and the Compensation Committee Plan outstanding as of July 31, 1997, there are outstanding (i) no shares of capital stock or other voting securities of the Company, (ii) no securities of the Company convertible into or exchangeable for 1,000,000 shares of capital stock or voting securities of the Company, (iii) no options, subscriptions, warrants, convertible securities, calls or other rights to acquire from the Company, and no obligation of the Company to issue, deliver or sell, any capital preferred stock, voting securities no par value (the "Preferred Stock"). Schedule 3.6 or securities convertible into the SEC Reports sets forth a true and correct list of all outstanding rights, options or exchangeable for capital warrants to purchase shares of any class or series of stock or voting securities of the Company, and (iv) no equity equivalents, performance shares, interests in the ownership or earnings of the Company or other similar rights issued by the Company (collectively, the "Company SecuritiesOptions"), a true and correct list of each of the Company's stock option, incentive, purchase or other plans pursuant to which options or warrants to purchase stock of the Company may be issued (collectively, the "Existing Plans"), and the Company's issued and outstanding Common Stock and Common Stock reserved or subject to issuance upon the exercise of outstanding Company Option. As of the date hereof, no shares of Preferred Stock are issued or outstanding. Except (1) as set forth in subsection (d) in the first sentence of this Section 3.6, (2) for shares of Common Stock issued pursuant to the exercise of outstanding Company Options, and (3) for shares of Common Stock issuable upon conversion of the Series A Preferred Stock, on Schedule 2.2 hereto, the Closing Date there are will be no shares of Common Stock or any other equity security of the Company issued or outstanding obligations and no shares of Common Stock or any other equity security of the Company or any of its subsidiaries Subsidiaries issuable upon conversion or exchange of any security of the Company or any of its Subsidiaries nor will there be any rights, options or warrants outstanding or other agreements to repurchaseacquire shares of stock of the Company or any of its Subsidiaries nor will the Company or any of its Subsidiaries be contractually obligated to issue any shares of stock or to purchase, redeem or otherwise acquire any Company Securities. Except as set forth on Schedule 2.2 hereto, each of the its outstanding shares of capital stock. Neither the Company nor any of its Subsidiaries has created any "phantom stock," stock appreciation rights or other similar rights the value of which is related to or based upon the price or value of the Common Stock. Neither the Company nor any of its Subsidiaries has outstanding debt or debt instruments providing for voting rights with respect to the Company or such Subsidiary to the holders thereof. No stockholder of the Company or any of its Subsidiaries or other Person is entitled to any preemptive or similar rights to subscribe for shares of stock of each the Company or any of its Subsidiaries. All of the Company's subsidiaries is issued and outstanding shares of Common Stock are duly authorized, validly issued, fully paid paid, and nonassessable and is directly or indirectly owned by the Company, free and clear of all security interests, liens, claims, pledges, charges, voting agreements or other encumbrances of any nature whatsoever (collectively, "Liens")nonassessable. Except as set forth in the SEC Reports filed with the Commission prior to the date hereof or as set forth on Schedules 1.10 and 2.2 heretoSchedule 3.6, there are no existing options, calls neither the Company nor any of its Subsidiaries has granted to any Person the right to demand or commitments request that the Company or such Subsidiary effect a registration under the Securities Act of any character relating securities held by such Person or to the issued or unissued capital stock or other equity include any securities of such Person in any subsidiary of such registration by the CompanyCompany or such Subsidiary.

Capitalization of the Company and its Subsidiaries. (a) The authorized capital stock of the Company consists of of: (i) 20,000,000 240,000,000 shares of Company Common Stock Stock, of which 41,998,565 shares are issued and outstanding as of the date hereof and (ii) 5,000,000 shares of Preferred Stock, par value $.001 per share, of which, as of July 31the date hereof, 1997, 4,910,880 no shares of Common Stock were are issued and outstanding. All outstanding shares of capital stock of the Company issued and outstanding Shares have been validly issued, and are duly authorized, fully paid, nonassessable non-assessable and free no holder of any securities of the Company has any preemptive rights. Set forth As of the date hereof, (i) 1,468,750 Shares are reserved for issuance and issuable upon or otherwise deliverable in Schedule 2.2(aconnection with the exercise of outstanding Company Stock Options issued pursuant to the Company's 1998 Stock Option Plan for Senior Executives, (ii) 84,321 Shares are all reserved for issuance and issuable upon or otherwise deliverable in connection with the exercise of outstanding optionsCompany Stock Options issued pursuant to the Company's 1998 Stock Compensation Plan, warrants(iii) 1,434,799 Shares are reserved for issuance and issuable upon or otherwise deliverable in connection with the exercise of outstanding Company Stock Options issued pursuant to the Company's 1999 Stock Option Plan for Non-executives, and (iv) 730,846 Shares are reserved for issuance and issuable upon or other rights otherwise deliverable in connection with the exercise of outstanding Company Stock Options issued pursuant to purchase Riviera Stockthe Company's Galaxy Enterprises Stock Option Plan. Except as set forth above or in Schedule 2.2above, and except as a result of the exercise of Employee Options, Directors' Options and such rights under the Company Stock Plan and the Compensation Committee Plan outstanding as of July 31, 1997date hereof, there are no outstanding (i) no shares of capital stock or other voting securities of the Company, ; (ii) no securities of the Company or any of its subsidiaries convertible into or exchangeable for shares of capital stock or voting securities of the Company, ; (iii) no options, subscriptions, warrants, convertible securities, calls options or other rights to acquire from the CompanyCompany or any of its subsidiaries, and no obligation obligations of the Company or any of its subsidiaries to issue, deliver or sell, any capital stock, voting securities securities, or securities convertible into or exchangeable for capital stock or voting securities of the Company, and ; or (iv) no equity equivalents, performance shares, interests in the ownership or earnings net income of the Company Company, or other similar rights issued by the Company (including stock appreciation rights) (collectively, "Company Securities"). Except as set forth on Schedule 2.2 hereto, there There are no outstanding obligations of the Company or any of its subsidiaries to repurchase, redeem or otherwise acquire any Company Securities. Except as set forth on Schedule 2.2 heretoThere are no stockholder agreements, each voting trusts or other agreements or understandings to which the Company or any of its subsidiaries is a party or to which it is bound relating to the outstanding voting of any shares of capital stock of each of the Company's subsidiaries is duly authorized, validly issued, fully paid and nonassessable and is directly or indirectly owned by the Company, free and clear of all security interests, liens, claims, pledges, charges, voting agreements or other encumbrances of any nature whatsoever (collectively, "Liens"). Except as set forth on Schedules 1.10 and 2.2 hereto, there are no existing options, calls or commitments of any character relating to the issued or unissued capital stock or other equity securities of any subsidiary of the Company.

Capitalization of the Company and its Subsidiaries. (a) The authorized capital stock of the Company consists of of: (i) 20,000,000 200,000,000 shares of Company Common Stock, and (ii) 5,000,000 shares of preferred stock of the Company, par value $.01 per share, 400,000 shares of which are designated as shares of Company Preferred Stock. As of the date hereof, (i) 64,333,205 shares of Company Common Stock of which, as of July 31, 1997, 4,910,880 were issued and outstanding and (ii) 50,000 shares of Common Company Preferred Stock were issued and outstanding. All of the outstanding shares of capital stock of the Company Common Stock and Company Preferred Stock have been validly issued, and are fully paid, nonassessable and free of preemptive rights. As of the date hereof, a total of (i) 4,937,802 shares of Company Common Stock were reserved for issuance pursuant to outstanding Stock Options and RSUs, and no other shares of Company Common Stock are subject to issuance pursuant to Stock Options or any other equity based awards, (ii) 3,873,108 shares of Company Common Stock were reserved for issuance upon the exercise of currently outstanding warrants issued under the warrant agreements listed in Section 4.2(a) of the Company Disclosure Schedule (the "Warrant Agreements") and (iii) 32,664,256 shares of Company Common Stock were reserved for issuance upon the exercise of Co-Investment Rights. Set forth in Section 4.2(a) of the Company Disclosure Schedule 2.2(ais a complete and accurate list of (i) the Company Stock Plans and the number of shares of Company Common Stock reserved for issuance pursuant to Stock Options outstanding as of the date hereof under each such Company Stock Plan, and no other shares of Company Common Stock are subject to issuance pursuant to such Company Stock Plans, (ii) all outstanding optionswarrant agreements to acquire capital stock of the Company and the number of shares of Company Common Stock reserved for issuance pursuant to such warrant agreements, warrantsand no other shares of capital stock of the Company are subject to issuance pursuant to such warrant agreements and (iii) all Co-Investment Agreements to acquire capital stock of the Company and the number of shares of Company Common Stock reserved for issuance pursuant to such Co-Investment Agreements, and no other shares of capital stock of the Company are subject to issuance pursuant to such Co-Investment Agreements. Since January 19, 2005, no shares of capital stock of the Company have been issued other than pursuant to Stock Options set forth on the Award List, Warrant Agreements or other rights to purchase Riviera StockCo-Investment Agreements existing as of date hereof, and since January 19, 2005, no Stock Options, Restricted Shares, Warrants or Co-Investment Rights have been granted. Except as set forth above or in Schedule 2.2, and except as a result Section 4.2(a) of the exercise of Employee Options, Directors' Options and such rights under the Company Stock Plan and the Compensation Committee Plan outstanding as of July 31, 1997Disclosure Schedule, there are no outstanding (i) no shares of capital stock (including Restricted Shares) or other voting securities of the Company, (ii) no securities of the Company or any of its Subsidiaries convertible into or exchangeable for shares of capital stock or voting securities of the Company, (iii) no options, subscriptions, warrants, convertible securities, calls warrants or other rights to acquire from the CompanyCompany or any of its Subsidiaries, and no obligation or obligations of the Company or any of its Subsidiaries to issue, deliver issue or sell, any capital stock, voting securities or securities convertible into or exchangeable for capital stock or voting securities of the Company, and or (iv) no equity equivalents, performance shares, interests in the ownership or earnings of the Company or other similar rights issued by the Company (collectively, "Company Securities"). Except Other than as contemplated by this Agreement, Stockholders' Agreement or employment agreements set forth on Schedule 2.2 heretoin Section 4.10(a) of the Company Disclosure Schedule, there are no outstanding obligations of the Company or any of its subsidiaries Subsidiaries to repurchase, redeem or otherwise acquire any Company Securities. Except as set forth on Schedule 2.2 hereto, each of the outstanding shares of capital stock of each of the Company's subsidiaries is duly authorized, validly issued, fully paid and nonassessable and is directly or indirectly owned by the Company, free and clear of all security interests, liens, claims, pledges, charges, voting agreements or other encumbrances of any nature whatsoever (collectively, "Liens"). Except as set forth on Schedules 1.10 and 2.2 hereto, there are no existing options, calls or commitments of any character relating to the issued or unissued capital stock or other equity securities of any subsidiary of the Company.

Capitalization of the Company and its Subsidiaries. (a) The authorized capital stock of the Company consists of of: (i) 20,000,000 shares 22,000,000 Shares, of Common Stock of which, as of July 31, 1997, 4,910,880 shares of Common Stock which 5,127,775 Shares were issued and outstanding as of the close of business on March 3, 2000 and none of which are held in the Company's treasury, and (ii) 2,000,000 shares of preferred stock, par value $.001 per share (the "PREFERRED STOCK"), no shares of which are outstanding. All outstanding shares of capital stock of the Company issued and outstanding Shares have been validly issued, and are duly authorized, fully paid, nonassessable non-assessable and free of preemptive rights. Set forth As of March 3, 2000, 952,541 Shares were reserved for issuance and issuable upon or otherwise deliverable in Schedule 2.2(a) are all connection with the exercise of outstanding optionsCompany Stock Options issued pursuant to the Company Option Plans. Since September 30, warrants1999, or no shares of the Company's capital stock have been issued other rights than pursuant to purchase Riviera StockCompany Stock Options already in existence on such date. Except as set forth above or in Schedule 2.2above, and except as a result of the exercise of Employee Options, Directors' Options and such rights under the Company Stock Plan and the Compensation Committee Plan outstanding as of July 31, 1997date hereof, there are outstanding (i) no shares of capital stock or other voting securities of the Company, ; (ii) no securities of the Company or any of its subsidiaries convertible into or exchangeable for shares of capital stock or voting securities of the Company, ; (iii) except for the Company Rights Agreement (as hereinafter defined) and the Stock Option Agreement, no options, subscriptions, warrants, convertible securities, calls options or other rights to acquire from the CompanyCompany or any of its subsidiaries, and no obligation obligations of the Company or any of its subsidiaries to issue, deliver or sell, any capital stock, voting securities or securities convertible into or exchangeable for capital stock or voting securities of the Company, ; and (iv) no equity equivalents, performance shares, interests in the ownership or earnings of the Company or any of its subsidiaries or other similar rights issued by the Company (including stock appreciation rights) (collectively, "Company SecuritiesCOMPANY SECURITIES"). Except as set forth on Schedule 2.2 hereto, there There are no outstanding obligations of the Company or any of its subsidiaries to repurchase, redeem or otherwise acquire any Company Securities. Except There are no stockholder agreements (other than the Voting Agreements dated as set forth on Schedule 2.2 hereto, of the date hereof between Parent and each of Edward Jankowski and Peter Jankowski), voting trusts or other agreements xx xxxxxxxxxxxxgs to xxxxx xxx Xxxxany or any of its subsidiaries is a party or to which it is bound relating to the outstanding voting of any shares of capital stock of each the Company. Section 3.2 of the Company's subsidiaries is duly authorizedCompany Disclosure Schedule sets forth information regarding the current exercise price, validly issueddate of grant and number granted Company Stock Options for each holder thereof. Following the Effective Time, fully paid and nonassessable and is directly or indirectly owned by the Company, free and clear no holder of all security interests, liens, claims, pledges, charges, voting agreements or other encumbrances Company Stock Options will have any right to receive shares of any nature whatsoever (collectively, "Liens"). Except as set forth on Schedules 1.10 and 2.2 hereto, there are no existing options, calls or commitments of any character relating to the issued or unissued capital common stock or other equity securities of any subsidiary of the CompanySurviving Corporation upon exercise of the Company Stock Options.

Capitalization of the Company and its Subsidiaries. The authorized capital stock of the Company consists of (i) 20,000,000 25,000,000 shares of Common Stock of which, as of July 31November 30, 19971996, 4,910,880 15,751,749 shares of Common Stock were issued and outstanding and (ii) 5,000,000 shares of Preferred Stock, par value of $.01 per share, of which, as of November 30, 1996, no shares were issued and outstanding. All outstanding shares of capital stock of the Company Common Stock have been authorized, validly issued, and are fully paid, nonassessable and free of all preemptive and rescission rights. Set forth in Schedule 2.2(a) are all outstanding optionsAs of November 30, warrants1996, or other rights Company Options to purchase Riviera an aggregate of 1,021,399 shares of Common Stock were outstanding and the weighted average exercise price of such Company Options was $2.292 per share of Common Stock. Except as set forth above in this Agreement or in Schedule 2.24.2, and except as a result of the exercise of Employee Options, Directors' Company Options and such rights under the Company Stock Plan and the Compensation Committee Plan outstanding as of July 31November 30, 19971996, there are no outstanding (i) no shares of capital stock or other voting securities of the Company, (ii) no securities of the Company convertible into or exchangeable for shares of capital stock or voting securities of the Company, (iii) no options, subscriptions, warrants, convertible securities, calls or other rights to acquire from the Company, and no obligation of the Company to issue, deliver or sell, any capital stock, voting securities or securities convertible into or exchangeable for capital stock or voting securities of the Company, and (iv) no equity equivalents, performance shares, interests in the ownership or earnings of the Company or other similar rights issued by the Company (collectively, "Company Securities"). Except as set forth on Schedule 2.2 hereto, there There are no outstanding obligations of the Company or any of its subsidiaries to repurchase, redeem or otherwise acquire any Company Securities. Except , other than the Company's obligation to repurchase Company Options under, and in accordance with the express terms of the employment agreements set forth on Schedule 4.2 (accurate and complete copies of which have previously been delivered to Parent) and for obligations of the Company to employees terminated as a result of the transactions contemplated under this Agreement as set forth on Schedule 2.2 hereto, each 4.2. Each of the outstanding shares of capital stock of each of the Company's subsidiaries (excluding inactive subsidiaries) is duly authorized, validly issued, fully paid and nonassessable and is directly or indirectly owned by the Company, free and clear of all security interestsLiens, liens, claims, pledges, charges, voting agreements or other encumbrances of any nature whatsoever (collectively, "Liens"). Except except as set forth on Schedules 1.10 and 2.2 hereto, there Schedule 4.2. There are no existing options, calls or commitments of any character relating to the issued or unissued capital stock or other equity securities of any subsidiary of the Company. No bonds, debentures, notes or other indebtedness of the Company or any of its Insurance Subsidiaries having the right to vote (or convertible into, or exchangeable for securities having the right to vote) on any matters on which the stockholders of the Company may vote, are issued or outstanding.

Capitalization of the Company and its Subsidiaries. (a) The authorized capital stock of the Company consists of (i) 20,000,000 2,500,000 shares of Common Stock of whichcapital stock, as of July 31, 1997, 4,910,880 including 2,250,000 shares of Company Common Stock, of which 1,330,000 shares of Company Common Stock were issued and outstandingoutstanding as of the close of business on the date hereof, and 250,000 shares of preferred stock, par value$ 0.01 per share ("Company Preferred Stock"), none of which Company Preferred Stock is outstanding as of the date hereof. All of the outstanding shares of capital stock Company Common Stock have been duly authorized and validly issued and are fully paid and nonassessable. The Company Stockholders are the record and beneficial owners of all of the issued and outstanding shares of Company Common Stock. The Company has no shares of Company Common Stock or Company Preferred Stock reserved for or otherwise subject to issuance, except that as of the close of business on the date hereof, there were 115,500 shares of Company Common Stock subject to issuance pursuant to options outstanding under the Company Stock Plan. Section 5.2 of the Company have been validly issued, Disclosure Schedule sets forth a complete and are fully paid, nonassessable accurate list of (i) all shares of Company Common Stock beneficially owned by the Company Stockholders and free of preemptive rights. Set forth in Schedule 2.2(a(ii) are all outstanding optionsCompany Stock Options, warrants, or other rights to purchase Riviera Stockwhich list includes the name of each holder of Company Stock Options and the exercise price and the expiration date of the Company Stock Options so held. Except as set forth above or in Schedule 2.2, and except as a result of the exercise of Employee Options, Directors' Options and such rights under the Company Stock Plan and the Compensation Committee Plan outstanding as of July 31, 1997this Section 5.2(a), there are outstanding no outstanding, and there have not been reserved for issuance, any (i) no shares of capital stock or other voting securities of the Company, (ii) no securities of the Company or any Subsidiary, convertible into or exchangeable for shares of capital stock or voting securities stock of the CompanyCompany or its Subsidiaries, or (iii) no options, subscriptions, warrants, convertible securities, calls Company Stock Options or other rights or options to acquire from the Company, and no obligation Company or its Subsidiaries any shares of the Company to issue, deliver or sell, any capital stock, voting securities or securities convertible into or exchangeable for shares of capital stock or voting securities of the Company, and (iv) no equity equivalents, performance shares, interests in the ownership or earnings stock of the Company or other similar rights issued by the Company (collectively, "Company Securities")its Subsidiaries. Except as set forth on Schedule 2.2 hereto, there are no outstanding obligations of the Company or any of its subsidiaries to repurchase, redeem or otherwise acquire any Company Securities. Except as set forth on Schedule 2.2 hereto, each Each of the outstanding shares of capital stock or other ownership interests of each of the Company's subsidiaries Subsidiaries is duly authorized, validly issued, fully paid and nonassessable and is directly or indirectly owned by the Company or a direct or indirect wholly owned Subsidiary of the Company, in each case free and clear of all security interests, liens, claims, pledges, charges, voting agreements or Liens (as hereinafter defined) other encumbrances than as set forth in Section 5.2 of any nature whatsoever (collectively, "Liens")the Company Disclosure Schedule. Except as set forth on Schedules 1.10 and 2.2 heretoabove, there are no existing registration rights or preemptive or other outstanding rights, options, calls warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements, calls, commitments or commitments rights of any character relating kind which obligate the Company or any of its Subsidiaries to the issued register, issue or unissued sell any shares of capital stock or other equity securities of the Company or any subsidiary of its Subsidiaries or any securities or obligations convertible or exchangeable into or exercisable for, or giving any Person a right to subscribe for or acquire from the Company or any of its Subsidiaries, any securities of the CompanyCompany or any of its Subsidiaries, and no securities or obligations evidencing such rights are issued or outstanding. The Company does not have outstanding any bonds, debentures, notes or other obligations the holders of which have the right to vote (or which are convertible into or exercisable for securities having the right to vote) with the stockholders of the Company on any matter.

Capitalization of the Company and its Subsidiaries. The (a) As of December 19, 2013, the authorized capital stock of the Company consists of (i) 20,000,000 50,000,000 shares of Common Stock, of which 14,644,626 shares are issued and 14,348,954 shares are outstanding. There are no shares of preferred stock authorized under the Governing Documents of the Company, and no shares of preferred stock of the Company are issued or outstanding. As of December 19, 2013 are outstanding employee stock options to purchase an aggregate of 2,491,293 shares of Common Stock (of which, as which options to purchase an aggregate of July 31, 1997, 4,910,880 1,531,644 are exercisable and RSUs with respect to an aggregate of 28,000 shares of Common Stock were (of which zero RSUs are vested). Each such stock option or RSU was granted under and in accordance with the terms of the Company Stock Option Plans. All of the issued and outstanding. All outstanding shares of capital Common Stock are duly authorized, validly issued and fully paid and nonassessable and all shares of Common Stock that may be issued pursuant to any stock of option or RSU will be, when issued in accordance with the Company have been respective terms thereof, duly authorized and validly issued, issued and are fully paid, nonassessable and, in each case, are and will be free and clear of any preemptive rights. Set forth in Schedule 2.2(a, restrictions on transfer (other than restrictions under applicable federal, state and other securities laws) are all outstanding options, warrants, or Liens (other rights to purchase Riviera Stockthan Permitted Liens). Except as set forth above or in on Schedule 2.2, and except as a result 4.2(a) of the exercise of Employee OptionsCompany Disclosure Schedules, Directors' Options and such rights under the Company Stock Plan and the Compensation Committee Plan outstanding as of July 31, 1997the date of this Agreement, there are no outstanding (i) no shares of capital stock or other voting equity securities of the Company, (ii) no securities of the Company convertible into or exchangeable for shares of capital stock or voting equity securities of the Company, or (iii) no options, subscriptions, warrants, convertible securities, calls options or other rights to acquire from the Company, and no obligation obligations of the Company to issue, deliver or sell, any capital stock, voting equity securities or securities convertible into or exchangeable for capital stock or voting equity securities of the Company, and (iv) no equity equivalents, performance shares, interests in the ownership or earnings . As of the Company or other similar rights date hereof, all issued and outstanding shares of Common Stock are held of record by the Company (collectively, "Company Securities"). Except Persons and in such amounts as set forth on Schedule 2.2 hereto, there are no outstanding obligations 4.2(a) of the Company or any Disclosure Schedules. As of its subsidiaries to repurchasethe Closing, redeem or otherwise acquire any Company Securities. Except all of the issued and outstanding shares of Common Stock will be held of record by the Persons and in such amounts as set forth on the Merger Consideration Allocation Schedule. Schedule 2.2 hereto, each 4.2(a) of the outstanding shares Company Disclosure Schedules sets forth a true and complete list, as of capital stock the date hereof, of all holders of Current Options, including, with respect to each holder thereof, as applicable, (i) whether each such Current Option, is vested or unvested as of the date of this Agreement, and whether such Current Option is subject to vesting as a result of the transactions herein, (ii) the exercise price per underlying share, if applicable, (iii) the term of each such Current Option, (iv) whether such Current Option is a nonqualified stock option or incentive stock option and (v) whether the optionee is an employee of the Company's subsidiaries is duly authorized, validly issued, fully paid and nonassessable and is directly or indirectly owned by Company on the Company, free and clear of all security interests, liens, claims, pledges, charges, voting agreements or other encumbrances of any nature whatsoever (collectively, "Liens")date hereof. Except as set forth on Schedules 1.10 and 2.2 hereto, there are no existing options, calls or commitments of any character relating Prior to the issued or unissued capital date hereof, the Company has provided to Parent a copy of each form of award agreement that evidences the grant of Current Options and RSUs, and, to the extent that any award has been granted that is evidenced by an award agreement that deviates from such form, the Company has provided to Parent a copy of such award agreement. Other than the Company Stock Option Plans, the Company does not have, and never has had, a stock option, stock incentive, phantom stock, stock-based performance, restricted stock unit, equity option or other equity securities of or equity-based award plan. The Company does not have in place any subsidiary management “carve out” plan. The Company has made available to Parent all Contracts containing rights to indemnification for acts or omissions occurring prior to or as of the CompanyClosing Date in favor of the Covered Parties, whether located in Governing Documents, indemnity agreements or as provided pursuant to a resolution of the Company Board or the board of directors of such Subsidiary, or otherwise.

Capitalization of the Company and its Subsidiaries. (a) The authorized capital stock of the Company consists of (i) 20,000,000 of: 13,600 shares of Common Stock Stock. As of whichthe date hereof, as of July 31, 1997, 4,910,880 8,000 shares of Common Stock were issued and outstandingoutstanding and owned of record and beneficially as set forth in Section 2.2(a) of the Sellers' Disclosure Schedule. All the outstanding shares of share capital stock of the Company have has been validly issued, and are fully paid, nonassessable and free of preemptive rights. Set forth in Schedule 2.2(a) are all outstanding options, warrants, or other rights to purchase Riviera Stock. Except as set forth above or in Schedule 2.2, and except as a result of the exercise of Employee Options, Directors' Options and such rights under the Company Stock Plan and the Compensation Committee Plan outstanding as of July 31, 1997, there are outstanding (i) no shares of capital stock or other voting securities of the Company, (ii) no securities of the Company convertible into or exchangeable for shares of capital stock or voting securities of the Company, (iii) no options, subscriptions, warrants, convertible securities, calls or other rights to acquire from the Company, and no obligation of the Company to issue, deliver or sell, any capital stock, voting securities or securities convertible into or exchangeable for capital stock or voting securities of the Company, and (iv) no equity equivalents, performance shares, interests in the ownership or earnings of the Company or other similar rights issued by the Company (collectively, "Company Securities"). Except as set forth on Schedule 2.2 hereto, there are no outstanding obligations of the Company or any of its subsidiaries to repurchase, redeem or otherwise acquire any Company Securities. Except as set forth on Schedule 2.2 hereto, each of the outstanding shares of capital stock of each of the Company's subsidiaries is duly authorized, validly issued, fully paid and nonassessable and is directly or indirectly owned by the Company, free and clear of all security interests, liens, claims, pledges, charges, voting agreements or other encumbrances of any nature whatsoever (collectively, "Liens")non-assessable. Except as set forth on Schedules 1.10 above and 2.2 heretoin Section 2.2(a) of the Sellers' Disclosure Schedule, (1) there are no existing shares of capital stock of the Company authorized, issued or outstanding, (2) there are no authorized or outstanding options, calls warrants, calls, preemptive rights, subscriptions or other rights, agreements, arrangements or commitments of any character (whether or not conditional) relating to the issued or unissued capital stock of the Company or any of its Subsidiaries, obligating the Company or any of its Subsidiaries to issue, transfer or sell or cause to be issued, transferred or sold any shares of capital stock or other equity interest in the Company or any of its Subsidiaries or securities convertible into or exchangeable for such shares or equity interests, or obligating the Company or any of its Subsidiaries to grant, extend or enter into any such option, warrant, call, subscription or other right, agreement, arrangement or commitment, (3) there are no outstanding contractual obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any capital stock of the Company or any of its Subsidiaries, or to make any payments based on the market price or value of capital stock of the Company 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 and (4) there are no outstanding shareholder agreements, voting agreements, option agreements, buy-sell agreements, rights of first refusal or first offer, proxies, registration rights agreements or other similar agreements with respect to the equity securities of the Company or any subsidiary of the Companyits Subsidiary.

Capitalization of the Company and its Subsidiaries. (a) The authorized capital stock of the Company consists of (i) 20,000,000 30,000,000 Shares and 1,000,000 shares of Common Stock preferred stock, of which, as of July 31, 1997, 4,910,880 which 14,192,776 Shares and no shares of Common Stock were preferred stock are issued and outstanding. All outstanding shares of capital stock of the Company outstanding Shares have been validly issued, and are fully paid, nonassessable and free of preemptive rights. Set forth All of the outstanding Shares have been issued in Schedule 2.2(acompliance with all applicable United States federal and state and foreign securities laws. Other than (x) are all outstanding options, warrants, or other rights to purchase Riviera Stock. Except as set forth above or in Schedule 2.2the first sentence of this Section 3.2(a); (y) an aggregate of 1,975,000 Shares reserved for issuance for awards under Option Plans, of which 1,561,564 Shares are subject to outstanding Stock Options issued under such Option Plans; and except as a result (z) an aggregate of 1,078,524 Shares subject to outstanding Stock Options issued outside of the exercise of Employee Options, Directors' Options and such rights under the Company Stock Plan and the Compensation Committee Plan outstanding as of July 31, 1997Plans, there are no other outstanding (i) no shares of capital stock or other voting securities of the Company, ; (ii) no securities of the Company or its subsidiaries convertible into or exercisable or exchangeable for shares of capital stock or voting securities of the Company, ; (iii) no options, subscriptions, warrants, convertible securities, calls options or other rights to acquire from the CompanyCompany or its subsidiaries, and no obligation or obligations of the Company or its subsidiaries to issue, deliver or sell, any capital stock, voting securities or securities convertible into or exercisable or exchangeable for capital stock or voting securities of the Company, ; and (iv) no equity equivalents, performance shares, interests in the ownership or earnings of the Company or its subsidiaries or other similar rights issued by the Company (clauses (i) through (iv) above, collectively, "Company SecuritiesCOMPANY SECURITIES"). Except as set forth on Schedule 2.2 hereto, there There are no outstanding obligations of the Company or any of its subsidiaries to repurchase, redeem or otherwise acquire any Company Securities. Except as set forth on Schedule 2.2 heretoThere are no stockholder agreements, each voting trusts or other agreements or understandings to which the Company is a party or by which it is bound relating to the voting or registration of the outstanding any shares of capital stock of each of the Company's subsidiaries is duly authorized, validly issued, fully paid and nonassessable and is directly or indirectly owned by the Company, free and clear of all security interests, liens, claims, pledges, charges, voting agreements or other encumbrances of any nature whatsoever (collectively, "Liens"). Except as set forth on Schedules 1.10 and 2.2 hereto, there are no existing options, calls or commitments of any character relating to the issued or unissued capital stock or other equity securities of any subsidiary of the Company.

Capitalization of the Company and its Subsidiaries. (a) The authorized capital stock of the Company consists of 190,000,000 Shares and 10,000,000 shares of preferred stock, par value US$0.001 per share (“Company Preferred Stock”). As of December 9, 2013 (the “Capitalization Date”), (i) 20,000,000 36,807,075 Shares were issued and outstanding; (ii) no Shares were issued and held in the treasury of the Company; (iii) 2,950,519 Shares are reserved for issuance upon exercise of the Company Warrants and (iv) no shares of Common Stock of which, as of July 31, 1997, 4,910,880 shares of Common Company Preferred Stock were issued and outstanding. All outstanding shares of capital stock Section 3.2(a) of the Company have been validly issuedDisclosure Schedule sets forth a complete and correct list of all holders of Company Warrants, including such Person’s name, the number of Company Warrants held by such Person as of the Capitalization Date and the exercise price for each such Company Warrants. All the outstanding Shares are, and are fully paid, nonassessable and free of preemptive rights. Set forth in Schedule 2.2(a) are all outstanding options, warrants, or other rights to purchase Riviera Stock. Except as set forth above or in Schedule 2.2, and except as a result of the Shares issuable upon the exercise of Employee Optionsoutstanding Company Warrants will be, Directors' Options and such rights under when issued in accordance with the Company Stock Plan and the Compensation Committee Plan outstanding as of July 31terms thereof, 1997, there are outstanding (i) no shares of capital stock or other voting securities of the Company, (ii) no securities of the Company convertible into or exchangeable for shares of capital stock or voting securities of the Company, (iii) no options, subscriptions, warrants, convertible securities, calls or other rights to acquire from the Company, and no obligation of the Company to issue, deliver or sell, any capital stock, voting securities or securities convertible into or exchangeable for capital stock or voting securities of the Company, and (iv) no equity equivalents, performance shares, interests in the ownership or earnings of the Company or other similar rights issued by the Company (collectively, "Company Securities"). Except as set forth on Schedule 2.2 hereto, there are no outstanding obligations of the Company or any of its subsidiaries to repurchase, redeem or otherwise acquire any Company Securities. Except as set forth on Schedule 2.2 hereto, each of the outstanding shares of capital stock of each of the Company's subsidiaries is duly authorized, validly issued, fully paid and nonassessable non-assessable, in compliance with all applicable Laws, and is directly none of such outstanding Shares was or indirectly owned by the Company, free and clear of all security interests, liens, claims, pledges, charges, voting agreements or other encumbrances will be issued in violation of any nature whatsoever (collectively, "Liens")preemptive rights or similar rights to subscribe for or purchase securities. Except as set forth on Schedules 1.10 above and 2.2 heretoexcept as contemplated by this Agreement, (i) there is no share capital of the Company authorized, issued or outstanding, (ii) there are no existing authorized or outstanding options, calls warrants, calls, preemptive rights, subscriptions or other rights, agreements, arrangements or commitments of any character (whether or not conditional) relating to the issued or unissued capital stock of the Company or any of its Subsidiaries, obligating the Company or any of its Subsidiaries to issue, transfer or sell or cause to be issued, transferred or sold any share capital or other equity interest in the Company or any of its Subsidiaries or securities convertible into or exchangeable for such share capital or equity interests, or obligating the Company or any of its Subsidiaries to grant, extend or enter into any subsidiary such option, warrant, call, subscription or other right, agreement, arrangement or commitment, (iii) there are no outstanding contractual obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any Shares or other share capital of the Company or any of its Subsidiaries, or to make any payments based on the market price or value of Shares or other capital stock of the Company or its Subsidiaries, or to provide funds to make any investment (in the form of a loan, capital contribution or otherwise) in the Company’s Subsidiaries or any other entity other than loans to the Company’s Subsidiaries in the ordinary course of business, and (iv) there are no outstanding bonds, debentures, notes or other obligations the holders of which have the right to vote (or convertible into or exercisable for securities having the right to vote) with the stockholders of the Company on any matter.

Capitalization of the Company and its Subsidiaries. The authorized capital stock of the Company consists of (i) 20,000,000 shares of Common Stock and (ii) 5,000,000 shares of whichpreferred stock, as par value $0.01, of July 31the Company (the "Preferred Stock"). As of the date hereof, 1997(a) no shares of Preferred Stock are issued or outstanding, 4,910,880 (b) 15,299,516 shares of Common Stock were issued and outstanding. All outstanding , and (c) 219,101 shares of capital stock of the Company have been validly issued, and are fully paid, nonassessable and free of preemptive rights. Set forth in Schedule 2.2(a) are all outstanding options, warrants, Common Stock were reserved for or other rights subject to purchase Riviera Stock. Except as set forth above or in Schedule 2.2, and except as a result of issuance upon the exercise of Employee outstanding Company Options, Directors' Options . Schedule 3.6 sets forth a true and such rights under the Company Stock Plan and the Compensation Committee Plan correct list of all outstanding as of July 31, 1997, there are outstanding (i) no options or warrants to purchase shares of capital any class or series of stock or other voting securities of the Company, (ii) no securities of the Company convertible into or exchangeable for shares of capital stock or voting securities of the Company, (iii) no options, subscriptions, warrants, convertible securities, calls or other rights to acquire from the Company, and no obligation of the Company to issue, deliver or sell, any capital stock, voting securities or securities convertible into or exchangeable for capital stock or voting securities of the Company, and (iv) no equity equivalents, performance shares, interests in the ownership or earnings of the Company or other similar rights issued by the Company (collectively, the "Company SecuritiesOptions") and a true and correct list of each of the Company's stock option, incentive or other plans pursuant to which options or warrants to purchase stock of the Company may be issued (collectively, the "Existing Plans"). Except (1) as set forth in the second sentence of this Section 3.6, (2) for shares of Common Stock issued pursuant to the exercise of outstanding Company Options, and (3) for shares of Common Stock issuable upon conversion of the Series A Preferred Stock, on the Closing Date there will be no shares of Common Stock or any other equity security of the Company issued or outstanding and no shares of Common Stock or any other equity security of the Company or any of its Subsidiaries issuable upon conversion or exchange of any security of the Company or any of its Subsidiaries nor will there be any rights, options or warrants outstanding or other agreements to acquire shares of stock of the Company or any of its Subsidiaries nor will the Company or any of its Subsidiaries be contractually obligated to issue any shares of stock or to purchase, redeem or otherwise acquire any of its outstanding shares of stock. Neither the Company nor any of its Subsidiaries has created any "phantom stock," stock appreciation rights or other similar rights the value of which is related to or based upon the price or value of the Common Stock. Neither the Company nor any of its Subsidiaries has outstanding debt or debt instruments providing for voting rights with respect to the Company or such Subsidiary to the holders thereof. No stockholder of the Company or any of its Subsidiaries or other Person is entitled to any preemptive or similar rights to subscribe for shares of stock of the Company or any of its Subsidiaries. All of the issued and outstanding shares of Common Stock are duly authorized, validly issued, fully paid, and nonassessable. Except as set forth on Schedule 2.2 3.6 hereto, there are no outstanding obligations neither the Company nor any of its Subsidiaries has granted to any Person the right to demand or request that the Company or such Subsidiary effect a registration under the Securities Act of any securities held by such Person or to include any securities of its subsidiaries to repurchase, redeem or otherwise acquire such Person in any Company Securities. Except as set forth on Schedule 2.2 hereto, each of the outstanding shares of capital stock of each of the Company's subsidiaries is duly authorized, validly issued, fully paid and nonassessable and is directly or indirectly owned such registration by the Company, free and clear of all security interests, liens, claims, pledges, charges, voting agreements Company or other encumbrances of any nature whatsoever (collectively, "Liens"). Except as set forth on Schedules 1.10 and 2.2 hereto, there are no existing options, calls or commitments of any character relating to the issued or unissued capital stock or other equity securities of any subsidiary of the Companysuch Subsidiary.

Capitalization of the Company and its Subsidiaries. The authorized capital stock of the Company consists of (i) 20,000,000 1,500,000,000 shares of Common Stock and 50,000,000 shares of whichpreferred stock, as par value $0.001, of July 31the Company (the “Preferred Stock”). As of the date hereof, 1997(a) 7,000,000 shares of Series A Preferred Stock are issued or outstanding, 4,910,880 and 250,000 shares of Series C Preferred Stock are issued or outstanding and have no voting rights, (b) 15,283,597 shares of Common Stock were are issued and outstanding. All outstanding , (c) 4,534,897 shares of capital Common Stock are reserved for or subject to issuance. Schedule 3.6 sets forth a true and correct list of all outstanding rights, options or warrants to purchase shares of any class or series of stock of the Company have been validly issued, and are fully paid, nonassessable and free of preemptive rights. Set forth in Schedule 2.2(a) are all outstanding options, warrants, or other rights to purchase Riviera Stock. Except as set forth above or in Schedule 2.2, and except as a result of the exercise of Employee Options, Directors' Options and such rights under the Company Stock Plan and the Compensation Committee Plan outstanding as of July 31, 1997, there are outstanding (i) no shares of capital stock or other voting securities of the Company, (ii) no securities of the Company convertible into or exchangeable for shares of capital stock or voting securities of the Company, (iii) no options, subscriptions, warrants, convertible securities, calls or other rights to acquire from the Company, and no obligation of the Company to issue, deliver or sell, any capital stock, voting securities or securities convertible into or exchangeable for capital stock or voting securities of the Company, and (iv) no equity equivalents, performance shares, interests in the ownership or earnings of the Company or other similar rights issued by the Company (collectively, "the “Company Securities"Options”) and a true and correct list of each of the Company’s stock option, incentive, purchase or other plans pursuant to which options or warrants to purchase stock of the Company may be issued (collectively, the “Existing Plans”). Except as set forth on Schedule 2.2 heretofor (i) shares of Common Stock issuable pursuant to the exercise of outstanding Company Options, and (ii) for shares of Common Stock issuable upon conversion of the Series A Preferred Stock or the Series C Preferred Stock, there are no outstanding obligations shares of Common Stock or any other equity security of the Company issuable upon conversion or exchange of any security of the Company or any of its subsidiaries Subsidiaries nor any rights, options or warrants outstanding or other agreements to repurchaseacquire shares of stock of the Company or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries is contractually obligated to issue any shares of stock or to purchase, redeem or otherwise acquire any Company Securities. Except as set forth on Schedule 2.2 hereto, each of the its outstanding shares of capital stock. Neither the Company nor any of its Subsidiaries has created any “phantom stock,” stock appreciation rights or other similar rights the value of which is related to or based upon the price or value of the Common Stock. Neither the Company nor any of its Subsidiaries has outstanding debt or debt instruments providing for voting rights with respect to the Company or such Subsidiary to the holders thereof. No stockholder of the Company or any of its Subsidiaries or other Person is entitled to any preemptive or similar rights to subscribe for shares of stock of each the Company or any of its Subsidiaries. All of the Company's subsidiaries is issued and outstanding shares of Common Stock and Preferred Stock are duly authorized, validly issued, fully paid paid, and nonassessable and is directly nonassessable. Other than pursuant to Article 8, neither the Company nor any of its Subsidiaries has granted to any Person the right to demand or indirectly owned request that the Company or such Subsidiary effect a registration under the Securities Act of any securities held by such Person or to include any securities of such Person in any such registration by the CompanyCompany or such Subsidiary. Immediately following the Closing, free the shares of Common Stock issuable upon conversion of the Series D Preferred Stock that will be issued to the Purchaser under this Agreement will represent, in the aggregate, no less than 10% of the outstanding capital stock of the Company on a Fully Diluted Basis, and clear the voting power of such issued shares of Series D Preferred Stock will represent, in the aggregate, no less than 7% of the total number of votes able to be cast on any matter by Voting Securities of the Company on a Fully Diluted Basis. Upon completion of the sale and issuance of the Series E Preferred Stock, and the exchange of all security interestsof the shares of Series D Preferred Stock for additional shares of Series E Preferred Stock, liensand the exchange by the Purchaser with Xxxxx XxXxxxx of 933,333 shares of Series E Preferred Stock for all of his shares of Series A Preferred Stock, claimsthen the shares of Common Stock issuable upon conversion of the Series A Preferred Stock and Series E Preferred Stock that will be held by the Purchaser will represent, pledgesin the aggregate, charges, voting agreements or other encumbrances no less than 40% of any nature whatsoever the outstanding capital stock of the Company on a Fully Diluted Basis (collectively, "Liens"). Except as set forth on Schedules 1.10 and 2.2 hereto, there are assuming no existing options, calls or commitments of any character relating changes to the issued or unissued outstanding capital stock or other equity securities of any subsidiary of the CompanyCompany as of the date hereof other as described in the Series E Purchase Agreement), and the voting power of such shares of Series A Preferred Stock and Series E Preferred Stock will represent, in the aggregate, no less than 50% of the total number of votes able to be cast on any matter by Voting Securities of the Company on a Fully Diluted Basis (assuming no changes to the outstanding capital stock of the Company as of the date hereof other as described in the Series E Purchase Agreement).

Capitalization of the Company and its Subsidiaries. (a) The authorized share capital stock of the Company consists of 1,000,000,000 Shares of par value of US$0.001. As of May 12, 2011 (the “Capitalization Date”), (i) 20,000,000 shares of Common Stock of which, as of July 31, 1997, 4,910,880 shares of Common Stock 60,263,183 Shares were issued and outstanding. All outstanding shares of capital stock ; (ii) 3,000,585 Shares were reserved for issuance upon exercise of the Company have been validly issuedWarrants; (iii) 1,082,909 Shares were reserved for issuance upon exercise of the Company Options and (iv) 778,800 Shares were reserved for issuance upon exercise of the Company Unit Options (including Company Warrants issuable upon the exercise of such Company Unit Options). From the Capitalization Date through the date of this Agreement, and are fully paid, nonassessable and free of preemptive rights. Set forth in Schedule 2.2(a) are all outstanding no options, warrants, warrants or other rights to purchase Riviera StockShares have been issued or granted and no Shares have been issued. All the outstanding Shares are, and the Shares issuable upon the exercise of outstanding Company Options and Company Warrants will be, when issued in accordance with the terms thereof, duly authorized, validly issued, fully paid and non-assessable. Except as set forth above or in Schedule 2.2, and except as a result of for the exercise of Employee Options, Directors' Options and such rights under the Company Stock Plan and the Compensation Committee Plan outstanding as of July 31, 1997, transactions contemplated by this Agreement (1) there are outstanding (i) is no shares of share capital stock or other voting securities of the Company, (ii) no securities of the Company convertible into authorized, issued or exchangeable for shares of capital stock or voting securities of the Companyoutstanding, (iii2) there are no authorized or outstanding options, subscriptions, warrants, convertible securitiescalls, calls preemptive rights, subscriptions or other rights rights, agreements, arrangements or commitments of any character (whether or not conditional) relating to acquire from the Company, and no obligation issued or unissued share capital of the Company or any of its Subsidiaries, obligating the Company or any of its Subsidiaries to issue, deliver transfer or sellsell or cause to be issued, transferred or sold any share capital stock, voting securities or other equity interest in the Company of any of its Subsidiaries or securities convertible into or exchangeable or exercisable for such share capital stock or voting securities equity interests, or obligating the Company or any of the Companyits Subsidiaries to grant, extend or enter into any such option, warrant, call, preemptive right, subscription or other right, agreement, arrangement or commitment, and (iv3) no equity equivalents, performance shares, interests in the ownership or earnings of the Company or other similar rights issued by the Company (collectively, "Company Securities"). Except as set forth on Schedule 2.2 hereto, there are no outstanding obligations of the Company or any of its subsidiaries Subsidiaries to repurchase, redeem or otherwise acquire any Company Securities. Except as set forth on Schedule 2.2 hereto, each Shares or other share capital of the outstanding Company or any of its Subsidiaries, or to make any payments based on the market price or value of shares of or other share capital stock of each of the Company's subsidiaries is duly authorizedCompany or its Subsidiaries, validly issuedor to provide funds to make any investment (in the form of a loan, fully paid and nonassessable and is directly capital contribution or indirectly owned by otherwise) in any Subsidiary or any other entity other than loans to Subsidiaries in the Companyordinary course of business. The Company does not have outstanding any bonds, free and clear of all security interestsdebentures, liens, claims, pledges, charges, voting agreements notes or other encumbrances obligations the holders of any nature whatsoever which have the right to vote (collectively, "Liens"). Except as set forth on Schedules 1.10 and 2.2 hereto, there are no existing options, calls or commitments of any character relating convertible into or exchangeable or exercisable for securities having the right to vote) with the issued or unissued capital stock or other equity securities of any subsidiary shareholders of the CompanyCompany on any matter.

Capitalization of the Company and its Subsidiaries. The authorized capital stock of the Company consists of (i) 20,000,000 30,000,000 shares of Common Stock common stock and 4,259,350 shares of preferred stock of which, as of July 31June 28, 19971999, 4,910,880 8,280,765 shares of Common Stock common stock were issued and outstanding and no shares of preferred stock were issued and outstanding. All outstanding shares of capital stock of the Company have been validly issued, and are fully paid, nonassessable and free of preemptive rights. Set forth in Schedule 2.2(aAs of June 28, 1999, Options (as hereinafter defined) are all outstanding options, warrants, or other rights to purchase Riviera Stockan aggregate of 1,242,960 Shares were outstanding and the weighted average exercise price of such Options was $6.25 per Share, provided, that an aggregate of 3,606 additional shares of the Company's common stock may be issued in connection with the ESPP prior to the Effective Time. Except as set forth above or in Schedule 2.2, and except as a result of the exercise of Employee Options, Directors' Options and such rights under the Company Stock Plan and the Compensation Committee Plan outstanding as of July 31, 1997above, there are outstanding (i) no shares of capital stock or other voting securities of the Company, (ii) no securities of the Company convertible into or exchangeable for shares of capital stock or voting securities of the Company, (iii) no options, subscriptions, warrants, convertible securities, calls or other rights to acquire from the Company, and no obligation of the Company to issue, deliver or sell, sell any capital stock, voting securities or securities convertible into or exchangeable for capital stock or voting securities of the Company, and (iv) no equity equivalents, performance shares, interests in the ownership or earnings of the Company or other similar rights issued by the Company (collectively, "Company SecuritiesCOMPANY SECURITIES"). Except as set forth on Schedule 2.2 hereto, there There are no outstanding obligations of the Company or any of its subsidiaries Subsidiaries to repurchase, redeem or otherwise acquire any Company Securities, other than the Company's obligations hereunder with respect to the 1994 Options, 1995 Options and Director Options as contemplated by Section 2.8(a), (b) and (c), respectively, and the Company's obligations under the ESPP as contemplated by Section 2.8(d). Except as set forth on Schedule 2.2 hereto, 4.2 each of the outstanding shares of capital stock of each of the Company's subsidiaries Subsidiaries is duly authorized, validly issued, fully paid and nonassessable and is directly or indirectly owned by the Company, free and clear of all security interests, liens, claims, pledges, charges, voting agreements or other encumbrances of any nature whatsoever (collectively, "LiensLIENS"). Except The Company is directly or indirectly the record (or legal and registered) and beneficial owner of all of the outstanding shares of capital stock of each of such entities as set forth on Schedules 1.10 and 2.2 heretoSchedule 4.1(d), there are no existing proxies with respect to such shares, and no equity securities of any of such entities are or may be required to be issued by reason of any options, warrants, scrip, rights to subscribe for, calls or commitments of any character whatsoever relating to, or securities or rights convertible into or exchangeable for, shares of any capital stock of any such entity, and there are no contracts, commitments, understandings or arrangements by which any such entity is bound to the issued or unissued issue additional shares of its capital stock or other equity securities of any subsidiary of the Companyconvertible into or exchangeable for such shares.

Capitalization of the Company and its Subsidiaries. The authorized capital stock of the Company consists of (i) 20,000,000 1,500,000,000 shares of Common Stock and 50,000,000 shares of whichpreferred stock, as par value $0.001, of July 31the Company (the "Preferred Stock"). As of the date hereof, 1997(a) 7,000,000 shares of Series A Preferred Stock are issued or outstanding, 4,910,880 250,000 shares of Series C Preferred Stock are issued and outstanding and have no voting rights, and 2,285,714 shares of Series D Preferred Stock are issued and outstanding, (b) [14,819,691] shares of Common Stock were are issued and outstanding. All outstanding , (c) [__________] shares of capital Common Stock are reserved for or subject to issuance. Schedule 3.6 sets forth a true and correct list of all outstanding rights, options or warrants to purchase shares of any class or series of stock of the Company have been validly issued, and are fully paid, nonassessable and free of preemptive rights. Set forth in Schedule 2.2(a) are all outstanding options, warrants, or other rights to purchase Riviera Stock. Except as set forth above or in Schedule 2.2, and except as a result of the exercise of Employee Options, Directors' Options and such rights under the Company Stock Plan and the Compensation Committee Plan outstanding as of July 31, 1997, there are outstanding (i) no shares of capital stock or other voting securities of the Company, (ii) no securities of the Company convertible into or exchangeable for shares of capital stock or voting securities of the Company, (iii) no options, subscriptions, warrants, convertible securities, calls or other rights to acquire from the Company, and no obligation of the Company to issue, deliver or sell, any capital stock, voting securities or securities convertible into or exchangeable for capital stock or voting securities of the Company, and (iv) no equity equivalents, performance shares, interests in the ownership or earnings of the Company or other similar rights issued by the Company (collectively, the "Company SecuritiesOptions") and a true and correct list of each of the Company's stock option, incentive, purchase or other plans pursuant to which options or warrants to purchase stock of the Company may be issued (collectively, the "Existing Plans"). Except as set forth on Schedule 2.2 heretofor (i) shares of Common Stock issuable pursuant to the exercise of outstanding Company Options, and (ii) shares of Common Stock issuable upon conversion of the Series A Preferred Stock, the Series C Preferred Stock, or the Series D Preferred Stock, there are no outstanding obligations shares of Common Stock or any other equity security of the Company issuable upon conversion or exchange of any security of the Company or any of its subsidiaries Subsidiaries nor any rights, options or warrants outstanding or other agreements to repurchaseacquire shares of stock of the Company or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries is contractually obligated to issue any shares of stock or to purchase, redeem or otherwise acquire any Company Securities. Except as set forth on Schedule 2.2 hereto, each of the its outstanding shares of capital stock other than shares of Series D Preferred Stock pursuant to its terms. Neither the Company nor any of its Subsidiaries has created any "phantom stock," stock appreciation rights or other similar rights the value of which is related to or based upon the price or value of the Common Stock. Neither the Company nor any of its Subsidiaries has outstanding debt or debt instruments providing for voting rights with respect to the Company or such Subsidiary to the holders thereof. Other than pursuant to the Investor Rights Agreement, no stockholder of the Company or any of its Subsidiaries or other Person is entitled to any preemptive or similar rights to subscribe for shares of stock of each the Company or any of its Subsidiaries. All of the Company's subsidiaries is issued and outstanding shares of Common Stock and Preferred Stock are duly authorized, validly issued, fully paid paid, and nonassessable nonassessable. Other than pursuant to the Employment Agreement between the Company and is directly Xxxxx XxXxxxx, neither the Company nor any of its Subsidiaries has granted to any Person the right to demand or indirectly owned request that the Company or such Subsidiary effect a registration under the Securities Act of any securities held by such Person or to include any securities of such Person in any such registration by the CompanyCompany or such Subsidiary. Immediately following the Closing and the Contemplated Transactions, free and clear the shares of all security interests, liens, claims, pledges, charges, voting agreements or other encumbrances Common Stock issuable upon conversion of any nature whatsoever (collectively, "Liens"). Except as set forth on Schedules 1.10 and 2.2 hereto, there are no existing options, calls or commitments of any character relating the Series E Preferred Stock that will be issued to the issued or unissued Purchaser under this Agreement will represent, in the aggregate, no less than [___]% of the outstanding capital stock or other equity securities of any subsidiary of the CompanyCompany on a Fully Diluted Basis, and the voting power of such issued shares of Series E Preferred Stock will represent, in the aggregate, no less than [___]% of the total number of votes able to be cast on any matter by Voting Securities of the Company on a Fully Diluted Basis.

Capitalization of the Company and its Subsidiaries. The authorized capital stock of the Company consists of (i) 20,000,000 100,000,000 shares of Common Stock of which, as of July 31, 1997, 4,910,880 shares of Common Stock 4,929,313 Shares were issued and outstanding. All outstanding shares of capital stock of the Company have been validly issued, and are fully paid, nonassessable and free of preemptive rights. Set forth in Schedule 2.2(a) are all outstanding options, warrants, or other rights to purchase Riviera Stock. Except as set forth above or in on Schedule 2.22.2 hereof, and except as a result of the exercise of Employee Options, Directors' Options and such rights under the Company Stock Plan and the Compensation Committee Plan outstanding as of July 31, 1997, there are outstanding (i) no shares of capital stock or other voting securities of the Company, (ii) no securities of the Company convertible into or exchangeable for shares of capital stock or voting securities of the Company, (iii) no options, subscriptions, warrants, convertible securities, calls or other rights to acquire from the Company, and no obligation of the Company to issue, deliver or sell, sell any capital stock, voting securities or securities convertible into or exchangeable for capital stock or voting securities of the Company, and (iv) no equity equivalents, performance shares, interests in the ownership or earnings of the Company or other similar rights issued by the Company (collectively, "Company Securities"). Except as set forth on Schedule 2.2 hereto, there are no outstanding obligations of the Company or any of its subsidiaries to repurchase, redeem or otherwise acquire any Company Securities. Except as set forth on Schedule 2.2 hereto, each of the outstanding shares of capital stock of each of the Company's subsidiaries is duly authorized, validly issued, fully paid and nonassessable and is directly or indirectly owned by the Company, free and clear of all security interests, liens, claims, pledges, charges, voting agreements or other encumbrances of any nature whatsoever (collectively, "Liens"). Except as set forth on Schedules 1.10 and Schedule 2.2 hereto, there are no existing options, calls or commitments of any character relating to the issued or unissued capital stock or other equity securities of any subsidiary of the Company.

Capitalization of the Company and its Subsidiaries. (a) The authorized capital stock of the Company consists of of: (i) 20,000,000 110,000,000 shares of Company Common Stock Stock, of which, which 25,661,122 shares are issued and outstanding as of July 31the date hereof and held by less than 1,000 stockholders, 1997, 4,910,880 and (ii) 10,000,000 shares of Common Stock were Preferred Stock, no par value, no shares of which are issued and outstanding. All outstanding shares of capital stock of the Company issued and outstanding Shares have been validly issued, and are duly authorized, fully paid, nonassessable non-assessable and free of preemptive rights. Set forth As of the date hereof, 3,492,000 Shares are reserved for issuance and issuable upon or otherwise deliverable in Schedule 2.2(a) are all connection with the exercise of outstanding options, warrants, or other rights Company Stock Options issued pursuant to purchase Riviera Stockthe Company’s 2002 Stock Plan. Except as set forth above or listed in Schedule 2.2, and except as a result Section 3.2(a) of the exercise of Employee OptionsCompany Disclosure Schedule, Directors' Options and such rights under the Company Stock Plan and the Compensation Committee Plan outstanding as of July 31, 1997the date hereof, there are no outstanding (i) no shares of capital stock or other voting securities of the Company, ; (ii) no securities of the Company or any of its Subsidiaries convertible into or exchangeable for shares of capital stock or voting securities of the Company, ; (iii) no options, subscriptions, warrants, convertible securities, calls options or other rights to acquire from the CompanyCompany or any of its Subsidiaries, and no obligation obligations of the Company or any of its Subsidiaries to issue, deliver or sell, any capital stock, voting securities securities, or securities convertible into or exchangeable for capital stock or voting securities of the Company, and ; or (iv) no equity equivalents, performance shares, interests in the ownership or earnings of the Company Company, or other similar rights issued by the Company (including stock appreciation rights) (collectively, "“Company Securities"”). Except as set forth on Schedule 2.2 hereto, there There are no outstanding obligations of the Company or any of its subsidiaries Subsidiaries to repurchase, redeem or otherwise acquire any Company Securities. Except as set forth on Schedule 2.2 heretoThere are no stockholder agreements, each voting trusts or other agreements or understandings to which the Company or any of its Subsidiaries is a party or to which it is bound relating to the outstanding voting of any shares of capital stock of each of the Company's subsidiaries is duly authorized, validly issued, fully paid and nonassessable and is directly or indirectly owned by Company (other than the Company, free and clear of all security interests, liens, claims, pledges, charges, voting agreements or other encumbrances of any nature whatsoever (collectively, "Liens"Company Voting Agreement). Except as set forth on Schedules 1.10 and 2.2 hereto, there are no existing options, calls or commitments of any character relating to the issued or unissued capital stock or other equity securities of any subsidiary of the Company.

Capitalization of the Company and its Subsidiaries. The authorized capital stock of the Company consists of (i) 20,000,000 25,000,000 shares of Common Stock and (ii) 10,000,000 shares of whichpreferred stock, as par value $0.10, of July 31the Company (the "Preferred Stock"). As of the date hereof, 1997(a) no shares of Preferred Stock are issued or outstanding, 4,910,880 (b) 7,651,918 shares of Common Stock were issued and outstanding. All outstanding , (c) 3,050,000 shares of capital stock Common Stock were reserved for or subject to issuance upon the exercise of outstanding Company Options, and (d) shares of Common Stock are issuable in connection with the earn-out provision in connection with the acquisition by the Company have been validly issued, of Portland Professional Pharmacy and are fully paid, nonassessable and free of preemptive rights. Set forth in Schedule 2.2(a) are all outstanding options, warrants, or other rights to purchase Riviera Stock. Except Portland Professional Pharmacy Associates as set forth above on Schedule 3.6. Schedule 3.6 sets forth a true and correct list of all outstanding rights, options or in Schedule 2.2, and except as a result of the exercise of Employee Options, Directors' Options and such rights under the Company Stock Plan and the Compensation Committee Plan outstanding as of July 31, 1997, there are outstanding (i) no warrants to purchase shares of capital any class or series of stock or other voting securities of the Company, (ii) no securities of the Company convertible into or exchangeable for shares of capital stock or voting securities of the Company, (iii) no options, subscriptions, warrants, convertible securities, calls or other rights to acquire from the Company, and no obligation of the Company to issue, deliver or sell, any capital stock, voting securities or securities convertible into or exchangeable for capital stock or voting securities of the Company, and (iv) no equity equivalents, performance shares, interests in the ownership or earnings of the Company or other similar rights issued by the Company (collectively, the "Company SecuritiesOptions") and a true and correct list of each of the Company's stock option, incentive, purchase or other plans pursuant to which options or warrants to purchase stock of the Company may be issued (collectively, the "Existing Plans"). Except (1) as set forth in subsection (d) in the first sentence of this Section 3.6, (2) for shares of Common Stock issued pursuant to the exercise of outstanding Company Options, and (3) for shares of Common Stock issuable upon conversion of the Series A Preferred Stock, on the Closing Date there will be no shares of Common Stock or any other equity security of the Company issued or outstanding and no shares of Common Stock or any other equity security of the Company or any of its Subsidiaries issuable upon conversion or exchange of any security of the Company or any of its Subsidiaries nor will there be any rights, options or warrants outstanding or other agreements to acquire shares of stock of the Company or any of its Subsidiaries nor will the Company or any of its Subsidiaries be contractually obligated to issue any shares of stock or to purchase, redeem or otherwise acquire any of its outstanding shares of stock. Neither the Company nor any of its Subsidiaries has created any "phantom stock," stock appreciation rights or other similar rights the value of which is related to or based upon the price or value of the Common Stock. Neither the Company nor any of its Subsidiaries has outstanding debt or debt instruments providing for voting rights with respect to the Company or such Subsidiary to the holders thereof. No stockholder of the Company or any of its Subsidiaries or other Person is entitled to any preemptive or similar rights to subscribe for shares of stock of the Company or any of its Subsidiaries. All of the issued and outstanding shares of Common Stock are duly authorized, validly issued, fully paid, and nonassessable. Except as set forth on Schedule 2.2 3.6 hereto, there neither the Company nor any of its Subsidiaries has granted to any Person the right to demand or request that the Company or such Subsidiary effect a registration under the Securities Act of any securities held by such Person or to include any securities of such Person in any such registration by the Company or such Subsidiary. Immediately following the Closing, and assuming that the Maximum Number are tendered into the Offer, the shares of Common Stock issuable upon conversion of the Series A Preferred Stock that will be issued to the Purchaser under this Agreement will represent, in the aggregate, no less than 54.6% (as adjusted pursuant to Section 2.2) of the outstanding obligations capital stock of the Company or any on a Fully Diluted Basis, and the voting power of its subsidiaries such issued shares of Series A Preferred Stock will represent, in the aggregate, no less than 54.6% (as adjusted pursuant to repurchase, redeem or otherwise acquire any Company Securities. Except as set forth on Schedule 2.2 hereto, each Section 2.2) of the outstanding shares total number of capital stock of each votes able to be cast on any matter by Voting Securities of the Company's subsidiaries is duly authorized, validly issued, fully paid and nonassessable and is directly or indirectly owned by the Company, free and clear of all security interests, liens, claims, pledges, charges, voting agreements or other encumbrances of any nature whatsoever (collectively, "Liens"). Except as set forth Company on Schedules 1.10 and 2.2 hereto, there are no existing options, calls or commitments of any character relating to the issued or unissued capital stock or other equity securities of any subsidiary of the Companya Fully Diluted Basis.

Capitalization of the Company and its Subsidiaries. (a) The authorized capital stock of the Company consists of of: (i) 20,000,000 60,000,000 shares of Company Common Stock Stock, of which, which 32,516,383 shares were issued and outstanding as of July 3113, 19971999, 4,910,880 and (ii) 1,000,000 shares of Common Stock were issued and Preferred Stock, par value $.01 per share, of which 300,000 shares are designated as Series A Junior Participating Preferred Stock, no shares of which are outstanding. All outstanding shares of capital stock of the Company issued and outstanding Shares have been validly issued, and are duly authorized, fully paid, nonassessable non-assessable and free of preemptive rights. Set forth As of the date hereof, 6,260,252 Shares are reserved for issuance and issuable upon or otherwise deliverable in Schedule 2.2(a) are all connection with the exercise of outstanding options, warrants, or other rights to purchase Riviera StockCompany Stock Options. Except as set forth above or in Schedule 2.2, and except for the Option Agreement and the Company Rights Agreement (as a result hereinafter defined), as of the exercise of Employee Options, Directors' Options and such rights under the Company Stock Plan and the Compensation Committee Plan outstanding as of July 31, 1997date hereof, there are outstanding (i) no shares of capital stock or other voting securities of the Company, ; (ii) no securities of the Company or any of its subsidiaries convertible into or exchangeable for shares of capital stock or voting securities of the Company, ; (iii) no options, subscriptions, warrants, convertible securities, calls options or other rights to acquire from the CompanyCompany or any of its subsidiaries, and no obligation obligations of the Company or any of its subsidiaries to issue, deliver or sell, any capital stock, voting securities securities, or securities convertible into or exchangeable for capital stock or voting securities of the Company, ; and (iv) no equity equivalents, performance shares, interests in the ownership or earnings of the Company Company, or other similar rights issued by the Company (including stock appreciation rights) (collectively, "Company SecuritiesCOMPANY SECURITIES"). Except as set forth on Schedule 2.2 heretofor the Option Agreement, there are no outstanding obligations of the Company or any of its subsidiaries to repurchase, redeem or otherwise acquire any Company Securities. Except as set forth on Schedule 2.2 heretoThere are no stockholder agreements, each voting trusts or other agreements or understandings to which the Company or any of its subsidiaries is a party or to which it is bound relating to the outstanding voting of any shares of capital stock of each the Company (other than the Voting Agreement). Section 3.2 of the Company's subsidiaries is duly authorizedCompany Disclosure Schedule sets forth information regarding the current exercise price, validly issuedthe date of grant, fully paid and nonassessable and is directly or indirectly owned by the Company, free and clear number of all security interests, liens, claims, pledges, charges, voting agreements or other encumbrances of any nature whatsoever (collectively, "Liens"). Except as set forth on Schedules 1.10 and 2.2 hereto, there are no existing options, calls or commitments of any character relating to the issued or unissued capital stock or other equity securities of any subsidiary of the CompanyCompany Stock Options granted for each holder thereof.

Capitalization of the Company and its Subsidiaries. The authorized capital stock of the Company consists of (i) 20,000,000 1,500,000,000 shares of Common Stock and 50,000,000 shares of whichpreferred stock, as par value $0.001, of July 31the Company (the “Preferred Stock”). As of the date hereof, 1997(a) 7,000,000 shares of Series A Preferred Stock are issued and outstanding, 4,910,880 87,500 shares of Series C Preferred Stock are issued and outstanding and have no voting rights, and 2,285,714 shares of Series D Preferred Stock are issued and outstanding, (b) 15,794,763 shares of Common Stock were are issued and outstanding. All outstanding , (c) 12,329,915 shares of capital Common Stock are reserved for or subject to issuance, excluding shares of Common Stock to be issued to Xxxxxxx Xxxxxx as set forth in Schedule 3.6. Schedule 3.6 sets forth a true and correct list of all outstanding rights, options or warrants to purchase shares of any class or series of stock of the Company have been validly issued(collectively, the “Company Options”) and are fully paida true and correct list of each of the Company’s stock option, nonassessable and free of preemptive rights. Set forth in Schedule 2.2(a) are all outstanding optionsincentive, warrants, purchase or other rights plans pursuant to which options or warrants to purchase Riviera Stockstock of the Company may be issued (collectively, the “Existing Plans”). Except as set forth above or in out on Schedule 2.2, 3.6 and except as a result for (i) shares of Common Stock issuable pursuant to the exercise of Employee outstanding Company Options, Directors' Options and such rights under the Company Stock Plan and the Compensation Committee Plan outstanding as of July 31, 1997, there are outstanding (i) no shares of capital stock or other voting securities of the Company, (ii) no securities shares of Common Stock issuable upon conversion of the Company convertible into Series A Preferred Stock, the Series C Preferred Stock, or exchangeable for shares of capital stock or voting securities of the CompanySeries D Preferred Stock, (iii) no options, subscriptions, warrants, convertible securities, calls or other rights to acquire from the Company, and no obligation securities issuable upon conversion of the Company to issue, deliver or sell, any capital stock, voting securities or securities convertible into or exchangeable for capital stock or voting securities of the CompanyXxXxxxx Note, and (iv) no equity equivalents, performance shares, interests in the ownership or earnings securities issuable upon conversion of the Company or other similar rights issued by the Company (collectively, "Company Securities"). Except as set forth on Schedule 2.2 heretoBridge Note, there are no outstanding obligations shares of Common Stock or any other equity security of the Company issuable upon conversion or exchange of any security of the Company or any of its subsidiaries Subsidiaries nor any rights, options or warrants outstanding or other agreements to repurchaseacquire shares of stock of the Company or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries is contractually obligated to issue any shares of stock or to purchase, redeem or otherwise acquire any Company Securities. Except as set forth on Schedule 2.2 hereto, each of the its outstanding shares of capital stock other than shares of Series D Preferred Stock pursuant to its terms. Neither the Company nor any of its Subsidiaries has created any “phantom stock,” stock appreciation rights or other similar rights the value of which is related to or based upon the price or value of the Common Stock. Neither the Company nor any of its Subsidiaries has outstanding debt or debt instruments providing for voting rights with respect to the Company or such Subsidiary to the holders thereof. Other than pursuant to the Investor Rights Agreement, no stockholder of the Company or any of its Subsidiaries or other Person is entitled to any preemptive or similar rights to subscribe for shares of stock of each the Company or any of its Subsidiaries. All of the Company's subsidiaries is issued and outstanding shares of Common Stock and Preferred Stock are duly authorized, validly issued, fully paid paid, and nonassessable nonassessable. Other than pursuant to the Employment Agreements between the Company and is directly XxXxxxx and Song, respectively, neither the Company nor any of its Subsidiaries has granted to any Person the right to demand or indirectly owned request that the Company or such Subsidiary effect a registration under the Securities Act of any securities held by such Person or to include any securities of such Person in any such registration by the CompanyCompany or such Subsidiary. Immediately following the Closing and the Contemplated Transactions, free the shares of Common Stock issuable upon conversion of the Series E Preferred Stock that will be issued to the Purchasers under this Agreement will represent, in the aggregate, no less than 38% of the outstanding capital stock of the Company on a Fully Diluted Basis, and clear the voting power of all security interestssuch issued shares of Series E Preferred Stock will represent, liensin the aggregate, claimsno less than 45% of the total number of votes able to be cast on any matter by Voting Securities of the Company on a Fully Diluted Basis, pledgesexcluding for purposes of the calculations referred to in this sentence, chargesthe shares of Common Stock, voting agreements or other encumbrances of any nature whatsoever (collectivelyoptions to purchase Common Stock, "Liens"). Except to be granted to Xxxxxxx Xxxxxx, Xxxxxxx Xxxxxxx and Xxxxx Xxxxxxx as set forth on Schedules 1.10 in Schedule 3.6 and 2.2 hereto, there are no existing options, calls or commitments the shares of any character relating to the issued or unissued capital stock or other equity securities of any subsidiary Common Stock issuable upon conversion of the CompanySeries C Preferred Stock.

Capitalization of the Company and its Subsidiaries. (a) The authorized share capital stock of the Company consists of (i) 20,000,000 shares US$36,000 divided into 360,000,000 Shares. As of Common Stock of whichthe date hereof, as of July 31, 1997, 4,910,880 shares of Common Stock 197,446,940 Shares were issued and outstanding. All outstanding shares , all of capital stock of the Company have been validly issued, and which are fully paid, nonassessable and free of preemptive rights. Set forth in Schedule 2.2(a) are all outstanding options, warrants, or other rights to purchase Riviera Stock. Except as set forth above or in Schedule 2.2, and except as a result of the exercise of Employee Options, Directors' Options and such rights under the Company Stock Plan and the Compensation Committee Plan outstanding as of July 31, 1997, there are outstanding (i) no shares of capital stock or other voting securities of the Company, (ii) no securities of the Company convertible into or exchangeable for shares of capital stock or voting securities of the Company, (iii) no options, subscriptions, warrants, convertible securities, calls or other rights to acquire from the Company, and no obligation of the Company to issue, deliver or sell, any capital stock, voting securities or securities convertible into or exchangeable for capital stock or voting securities of the Company, and (iv) no equity equivalents, performance shares, interests in the ownership or earnings of the Company or other similar rights issued by the Company (collectively, "Company Securities"). Except as set forth on Schedule 2.2 hereto, there are no outstanding obligations of the Company or any of its subsidiaries to repurchase, redeem or otherwise acquire any Company Securities. Except as set forth on Schedule 2.2 hereto, each of the outstanding shares of capital stock of each of the Company's subsidiaries is duly authorized, validly issued, fully paid and nonassessable non-assessable, in compliance with all applicable Laws, and is directly or indirectly owned by the Company, free and clear none of all security interests, liens, claims, pledges, charges, voting agreements or other encumbrances which was issued in violation of any nature whatsoever (collectively, "Liens")preemptive rights or similar rights to subscribe for or purchase securities. Except as set forth on Schedules 1.10 in this Section 4.02 and 2.2 heretoexcept for this Agreement and the Transactions, (A) there is no share capital of the Company authorized, issued or outstanding, (B) there are no existing authorized or outstanding options, calls warrants, calls, preemptive rights, subscriptions or other rights, agreements, arrangements or commitments of any character (whether or not conditional) relating to the issued or unissued share capital stock of the Company or any of its Subsidiaries, obligating the Company or any of its Subsidiaries to issue, transfer or sell or cause to be issued, transferred or sold any share capital or other equity interest in the Company or any of its Subsidiaries or securities convertible into or exchangeable for such share capital or equity interests, or obligating the Company or any of its Subsidiaries to grant, extend or enter into any subsidiary such option, warrant, call, subscription or other right, agreement, arrangement or commitment, (C) there are no outstanding contractual obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any share capital of the Company or any of its Subsidiaries, or to make any payments based on the market price or value of Shares or other share capital of the Company or its Subsidiaries, or to provide funds to make any investment (in the form of a loan, capital contribution or otherwise) in the Company’s Subsidiaries or any other entity other than loans to the Company’s Subsidiaries in the ordinary course of business, and (D) there are no outstanding bonds, debentures, notes or other obligations of the Company the holders of which have the right to vote (or convertible into or exercisable for securities having the right to vote) with the shareholders of the Company on any matter.

Capitalization of the Company and its Subsidiaries. (a) The authorized share capital stock of the Company consists is US$500,000 divided into 6,613,756 Shares. As of the close of business (iU.S. Eastern Standard Time) 20,000,000 shares of Common Stock of whichon September 19, as of July 312016 (the “Measurement Date”), 1997, 4,910,880 shares of Common Stock there were issued and outstanding. All outstanding shares of capital stock of the Company have been validly issued, and are fully paid, nonassessable and free of preemptive rights. Set forth in Schedule 2.2(a) are all outstanding options, warrants, or other rights to purchase Riviera Stock. Except as set forth above or in Schedule 2.2, and except as a result of the exercise of Employee Options, Directors' Options and such rights under the Company Stock Plan and the Compensation Committee Plan outstanding as of July 31, 1997, there are outstanding (i) no shares of capital stock or other voting securities of the Company5,253,715 Shares, (ii) no securities of the Company convertible into or exchangeable for shares of capital stock or voting securities of the Company290,469 Restricted Shares (both vested and unvested), (iii) no options, subscriptions, warrants, convertible securities, calls or other rights to acquire from the Company, 208,200 Company Options (both vested and no obligation of the Company to issue, deliver or sell, any capital stock, voting securities or securities convertible unvested) exercisable into or exchangeable for capital stock or voting securities of the Company208,200 Shares, and (iv) no equity equivalents, performance shares, interests in 570,741 Shares reserved for future issuance under the ownership or earnings Company Share Incentive Plans (other than Shares reserved for issuance upon the exercise of the Restricted Shares and Company or other similar rights issued by the Company Options referenced in (collectively, "Company Securities"ii) and (iii) above). Except as set forth on Schedule 2.2 hereto, there are no outstanding obligations of the Company or any of its subsidiaries to repurchase, redeem or otherwise acquire any Company Securities. Except as set forth on Schedule 2.2 hereto, each All of the outstanding shares Shares are, and the Shares issuable upon exercise of capital stock of each of outstanding Company Options and Restricted Shares, will be, when issued in accordance with the Company's subsidiaries is respective terms thereof, duly authorized, validly issued, fully paid and nonassessable non-assessable, in compliance with all applicable Laws, and is directly none of which was or indirectly owned by the Company, free and clear of all security interests, liens, claims, pledges, charges, voting agreements or other encumbrances will be issued in violation of any nature whatsoever (collectively, "Liens")preemptive rights or similar rights to subscribe for or purchase securities. Except as set forth on Schedules 1.10 in this Section 4.2 and 2.2 heretoexcept for this Agreement and the Transactions, (A) there is no share capital of the Company authorized, issued or outstanding, (B) there are no existing authorized or outstanding options, calls warrants, calls, preemptive rights, subscriptions or other rights, agreements, arrangements or commitments of any character (whether or not conditional) relating to the issued or unissued share capital stock of the Company or any of its Subsidiaries, obligating the Company or any of its Subsidiaries to issue, transfer or sell or cause to be issued, transferred or sold any share capital or other equity interest in the Company or any of its Subsidiaries or securities convertible into or exchangeable for such share capital or equity interests, or obligating the Company or any of its Subsidiaries to grant, extend or enter into any subsidiary such option, warrant, call, subscription or other right, agreement, arrangement or commitment, (C) there are no outstanding contractual obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any share capital of the Company or any of its Subsidiaries, or to make any payments based on the market price or value of Shares or other share capital of the Company or its Subsidiaries, or to provide funds to make any investment (in the form of a loan, capital contribution or otherwise) in the Company’s Subsidiaries or any other entity other than loans to the Company’s Subsidiaries in the ordinary course of business (other than the acquisition by the Company of its securities in connection with the forfeiture of Company Options or Restricted Shares outstanding on the Measurement Date or the acquisition by the Company of its securities in connection with the net exercise of Company Options outstanding on the Measurement Date, in each case in accordance with their terms on the Measurement Date), and (D) there are no outstanding bonds, debentures, notes or other obligations of the Company the holders of which have the right to vote (or convertible into or exercisable for securities having the right to vote) with the shareholders of the Company on any matter. From the Measurement Date through the date hereof, the Company has not issued any Shares (other than Shares issued upon the exercise of Company Options and Restricted Shares outstanding on or prior to the date hereof in accordance with their terms), or other rights or securities exercisable for, convertible into or exchangeable for any Shares.

Capitalization of the Company and its Subsidiaries. (a) The authorized capital stock of the Company consists of of: (i) 20,000,000 shares 100,000,000 Shares, of Common Stock which 27,937,737 Shares were issued and outstanding and no Shares of whichwhich were held in the Company's treasury, in each case, as of July 31the close of business on the date of this Agreement, 1997, 4,910,880 (ii) 100,000 shares of Common Stock were Class A Convertible Preferred Stock, par value of $.01 per share, no shares of which are outstanding, and (iii) 10,000,000 shares of Serial Preferred Stock, with no par value, of which none are issued and outstanding. All outstanding shares of capital stock of the Company issued and outstanding Shares have been validly issued, and are duly authorized, fully paid, nonassessable non-assessable and free of preemptive rights. Set As of April 30, 2002, there were 3,104,247 Shares reserved for issuance and issuable pursuant to the Company Option Plan or otherwise deliverable in connection with the exercise of outstanding Company Stock Options issued pursuant to the Company Option Plan. In addition, as of the date of this Agreement, there were 2,557,175 Shares reserved for issuance and issuable pursuant to various warrant agreements with third parties or otherwise deliverable in connection with the exercise of outstanding Common Stock warrants. Section 3.2(a) of the Company Disclosure Schedule includes a list of all holders of Company Options and a summary of the terms of each option including the exercise price, vesting period, grant date and expiration date, as of the date of this Agreement. Section 3.2(a) of the Company Disclosure Schedule also lists all persons, to the Company's knowledge, that hold, directly or indirectly (applying the beneficial ownership rules of Rule 13d-3 of the Exchange Act), at least five percent (5%) of the number of shares of the Company's outstanding capital stock or at least five percent (5%) of the Company's voting power outstanding, as of the date of this Agreement, determined on an as-converted and fully-diluted basis, and any terms, conditions, rights, privileges or obligations relating to such ownership that differ from those set forth in Schedule 2.2(a) are all outstanding options, warrants, or other rights to purchase Riviera Stockthe Company's articles of incorporation and bylaws. Except as set forth above or in on the Company Disclosure Schedule 2.2, and except for the warrants to be issued to Parent in connection with the Loan Agreement, as a result of the exercise of Employee Options, Directors' Options and such rights under the Company Stock Plan and the Compensation Committee Plan outstanding as of July 31, 1997date hereof, there are outstanding (i) no shares of capital stock or other voting securities of the Company, (ii) no securities of the Company or its subsidiaries convertible into or exchangeable for shares of capital stock or voting securities of the Company, (iii) no options, subscriptions, warrants, convertible securities, calls options or other rights to acquire from the CompanyCompany or its subsidiaries, and no obligation obligations of the Company or its subsidiaries to issue, deliver or sell, any capital stock, voting securities or securities convertible into or exchangeable for capital stock or voting securities of the Company, and (iv) no equity equivalents, performance shares, interests in the ownership or earnings of the Company or its subsidiaries or other similar rights issued by the Company (including stock appreciation rights) (collectively, "Company SecuritiesCOMPANY SECURITIES"). Except as set forth on Schedule 2.2 hereto, there There are no outstanding obligations of the Company or any of its subsidiaries to repurchase, redeem or otherwise acquire any Company Securities. Except as set forth on Schedule 2.2 heretofor the Irrevocable Proxy to be executed pursuant to Section 6.14 of this Agreement, each there are no stockholder agreements, voting trusts or other agreements or understandings to which the Company is a party or to which it is bound relating to the voting of the outstanding any shares of capital stock of each the Company, and, to the Company's knowledge, no such agreements exist between any of the Company's subsidiaries is duly authorized, validly issued, fully paid and nonassessable and is directly or indirectly owned by the Company, free and clear of all security interests, liens, claims, pledges, charges, voting agreements or other encumbrances of any nature whatsoever (collectively, "Liens"). Except as set forth on Schedules 1.10 and 2.2 hereto, there are no existing options, calls or commitments of any character relating to the issued or unissued capital stock or other equity securities of any subsidiary of the Companyholders.

Capitalization of the Company and its Subsidiaries. (a) The authorized capital stock of the Company consists of (i) 2,000,000 shares of preferred stock, $0.01 par value per share, none of which are issued and outstanding as of the date hereof; and (ii) 20,000,000 shares of Common Stock common stock, $0.01 par value per share, 3,812,222 of which, which are issued and outstanding as of July 31, 1997, 4,910,880 shares of Common Stock were issued and outstandingthe date hereof. All of the outstanding shares of capital stock of the Company Common Stock have been validly issued, issued and are fully paid, nonassessable and free of preemptive rights. Set forth in Schedule 2.2(a) are all outstanding options, warrants, or other rights to purchase Riviera Stock. Except as set forth above supra or as set forth in Schedule 2.2, and except as a result Section 3.2 of the exercise of Employee OptionsCompany Disclosure Schedule, Directors' Options and such rights under the Company Stock Plan and the Compensation Committee Plan outstanding as of July 31, 1997the date hereof, there are outstanding (i) no shares of capital stock or other voting securities of the Company, (ii) no securities of the Company convertible into or exchangeable for shares of capital stock or voting securities of the Company, (iii) no options, subscriptions, warrants, convertible securities, calls warrants or other rights to acquire from the CompanyCompany and, and no obligation obligations of the Company to issue, deliver or sell, any capital stock, voting securities or securities convertible into or exchangeable for capital stock or voting securities of the Company, Company and (iv) no equity equivalents, performance shares, equivalent interests in the ownership or earnings of the Company or other similar rights issued by its subsidiaries (collectively “Company Securities”). Section 3.2 of the Company (collectivelyDisclosure Schedule identifies, "as of the date hereof, the holder of each outstanding Stock Option issued pursuant to the Stock Option Plans, the number of shares of Company Securities"). Except Common Stock issuable upon the exercise of each such Stock Option and the exercise price and expiration date thereof and, except as set forth on Schedule 2.2 heretoin Section 3.2 of the Company Disclosure Schedule, no options currently outstanding have been granted other than pursuant to the Stock Option Plans. As of the date hereof, except as set forth in Section 3.2 of the Company Disclosure Schedule, there are no outstanding obligations of the Company or any of its subsidiaries to repurchase, redeem or otherwise acquire any shares of Company Common Stock or Company Securities. Except as set forth on Schedule 2.2 hereto, each in Section 3.2 of the outstanding Company Disclosure Schedule, there are no shareholder agreements, voting trusts or other agreements or understandings to which the Company is a party or by which it is bound relating to the voting or registration of any shares of capital stock of each of the Company's subsidiaries is duly authorized, validly issued, fully paid and nonassessable and is directly or indirectly owned by the Company, free and clear of all security interests, liens, claims, pledges, charges, voting agreements or other encumbrances of any nature whatsoever (collectively, "Liens"). Except as set forth on Schedules 1.10 and 2.2 hereto, there are no existing options, calls or commitments of any character relating to the issued or unissued capital stock or other equity securities of any subsidiary of the Company.

Capitalization of the Company and its Subsidiaries. (a) The authorized capital stock of the Company consists of of: (i) 20,000,000 110,000,000 shares of Company Common Stock Stock, of which, which 25,661,122 shares are issued and outstanding as of July 31the date hereof and held by less than 1,000 stockholders, 1997, 4,910,880 and (ii) 10,000,000 shares of Common Stock were Preferred Stock, no par value, no shares of which are issued and outstanding. All outstanding shares of capital stock of the Company issued and outstanding Shares have been validly issued, and are duly authorized, fully paid, nonassessable non-assessable and free of preemptive rights. Set forth As of the date hereof, 3,492,000 Shares are reserved for issuance and issuable upon or otherwise deliverable in Schedule 2.2(a) are all connection with the exercise of outstanding options, warrants, or other rights Company Stock Options issued pursuant to purchase Riviera Stockthe Company's 2002 Stock Plan. Except as set forth above or listed in Schedule 2.2, and except as a result Section 3.2(a) of the exercise of Employee OptionsCompany Disclosure Schedule, Directors' Options and such rights under the Company Stock Plan and the Compensation Committee Plan outstanding as of July 31, 1997the date hereof, there are no outstanding (i) no shares of capital stock or other voting securities of the Company, ; (ii) no securities of the Company or any of its Subsidiaries convertible into or exchangeable for shares of capital stock or voting securities of the Company, ; (iii) no options, subscriptions, warrants, convertible securities, calls options or other rights to acquire from the CompanyCompany or any of its Subsidiaries, and no obligation obligations of the Company or any of its Subsidiaries to issue, deliver or sell, any capital stock, voting securities securities, or securities convertible into or exchangeable for capital stock or voting securities of the Company, and ; or (iv) no equity equivalents, performance shares, interests in the ownership or earnings of the Company Company, or other similar rights issued by the Company (including stock appreciation rights) (collectively, "Company Securities"). Except as set forth on Schedule 2.2 hereto, there There are no outstanding obligations of the Company or any of its subsidiaries Subsidiaries to repurchase, redeem or otherwise acquire any Company Securities. Except as set forth on Schedule 2.2 heretoThere are no stockholder agreements, each voting trusts or other agreements or understandings to which the Company or any of its Subsidiaries is a party or to which it is bound relating to the outstanding voting of any shares of capital stock of each of the Company's subsidiaries is duly authorized, validly issued, fully paid and nonassessable and is directly or indirectly owned by Company (other than the Company, free and clear of all security interests, liens, claims, pledges, charges, voting agreements or other encumbrances of any nature whatsoever (collectively, "Liens"Company Voting Agreement). Except as set forth on Schedules 1.10 and 2.2 hereto, there are no existing options, calls or commitments of any character relating to the issued or unissued capital stock or other equity securities of any subsidiary of the Company.

Capitalization of the Company and its Subsidiaries. The As of the date hereof, the authorized capital stock of the Company consists of 500,000,000 shares of capital stock, of which: (i) 20,000,000 496,500,000 are classified as Common Stock, par value $0.0001 per share, 28,500,000 shares of Common Stock of which, as of July 31, 1997, 4,910,880 shares of Common Stock were are issued and outstanding, and (ii) 3,500,000 are classified as Series A Junior Participating Preferred Stock, par value $0.0001 per share, none of which shares are issued or outstanding. All The Series A Junior Participating Preferred Stock has been reserved for issuance upon the exercise of the preferred share purchase rights in accordance with the Rights Agreement. As of the date hereof, there are outstanding shares Company Stock Options in respect of capital stock 1,437,250 Shares at the exercise prices set forth in Section 2.9(a) of the Company have been validly issued, and are fully paid, nonassessable and free of preemptive rights. Set forth in Schedule 2.2(a) are all outstanding options, warrants, or other rights to purchase Riviera StockDisclosure Schedule. Except as set forth above or as set forth in Schedule 2.2, and except as a result Section 2.9(a) of the exercise of Employee Options, Directors' Options and such rights under the Company Stock Plan and the Compensation Committee Plan outstanding as of July 31, 1997Disclosure Schedule, there are outstanding (i) no shares of capital stock or other voting securities of the Company, (ii) no securities of the Company or its subsidiaries convertible into or exchangeable or exercisable for shares of capital stock or voting securities of the Company, (iii) no options, subscriptions, warrants, convertible securities, calls or other rights (including warrants or other contractual rights, including contingent rights) to acquire from the CompanyCompany or its subsidiaries, and no obligation obligations of the Company or its subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, any capital stock, voting securities or securities convertible into or exchangeable or exercisable for capital stock or voting securities of the Company, Company and (iv) no equity equivalents, performance shares, interests in the ownership or earnings of the Company or its subsidiaries or other similar rights issued by the Company (including stock appreciation rights) (collectively, "Company Securities"). Except for the Company Stock Option Plan or as set forth on Schedule 2.2 heretoin Section 2.9(a) of the Company Disclosure Schedule, there are no outstanding obligations of the Company or any of its subsidiaries to repurchase, redeem or otherwise acquire any Company Securities. Except as set forth on Schedule 2.2 hereto, each of the outstanding shares of Securities or any capital stock of each of the Company's subsidiaries is duly authorized, validly issued, fully paid and nonassessable and is directly or indirectly owned by the Company, free and clear of all security interests, liens, claims, pledges, chargesstock, voting agreements securities or other encumbrances of any nature whatsoever (collectively, "Liens"). Except as set forth on Schedules 1.10 and 2.2 hereto, there are no existing options, calls or commitments of any character relating to the issued or unissued capital stock or other equity securities of ownership interests in any subsidiary of the Company.

Capitalization of the Company and its Subsidiaries. (a) The authorized capital stock of the Company consists of 12,000,000 shares of capital stock, including 6,000,000 shares of Common Stock, par value $2.00 per share (i) 20,000,000 the “Common Stock”), 4,000,000 shares of Class B Common Stock, par value $2.00 per share the Class B Common Stock”), and 2,000,000 shares of Preferred Stock (“Preferred Stock”). As of the date of this Agreement, 2,604,269 shares of Common Stock of which, as of July 31, 1997, 4,910,880 and 1,906,786 shares of Class B Common Stock were issued and outstanding. No shares of Preferred Stock are outstanding. All of the outstanding shares of capital stock of the Company Common Stock and Class B Common Stock have been duly authorized and validly issued, issued and are fully paidpaid and nonassessable. The Company has no shares of Common Stock or Class B Common Stock or Preferred Stock reserved for or otherwise subject to issuance, nonassessable and free of preemptive rights. Set forth in Schedule 2.2(a) are all outstanding options, warrants, or other rights to purchase Riviera Stock. Except as set forth above or in Schedule 2.2, and except as a result of the exercise of Employee Options, Directors' Options and such rights under the Company Stock Plan and the Compensation Committee Plan outstanding as of July 31, 1997, there are outstanding that (i) no as of the date of this Agreement, there were (x) 1,907,286 shares of capital stock or other voting securities Common Stock reserved for issuance upon the conversion of the Company, Class B Common Stock into Common Stock and (iiy) no securities of the Company convertible into or exchangeable for 6,600 shares of capital stock or voting securities of the Company, (iii) no options, subscriptions, warrants, convertible securities, calls or other rights Common Stock subject to acquire from the Company, and no obligation of the issuance pursuant to Company to issue, deliver or sell, any capital stock, voting securities or securities convertible into or exchangeable for capital stock or voting securities of the Company, and (iv) no equity equivalents, performance shares, interests in the ownership or earnings of the Company or other similar rights issued by the Company (collectively, "Company Securities")Options. Except as set forth on Schedule 2.2 hereto, there are no outstanding obligations of the Company or any of its subsidiaries to repurchase, redeem or otherwise acquire any Company Securities. Except as set forth on Schedule 2.2 hereto, each Each of the outstanding shares of capital stock or other ownership interests of each of the Company's subsidiaries ’s Subsidiaries is duly authorized, validly issued, fully paid and nonassessable and is directly or indirectly owned by the Company or a direct or indirect wholly owned Subsidiary of the Company, in each case free and clear of all security interests, liens, claims, pledges, charges, voting agreements or other encumbrances of any nature whatsoever (collectively, "Liens")Lien. Except as set forth on Schedules 1.10 and 2.2 heretoabove, there are no existing registration rights or preemptive or other outstanding rights, options, calls warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements, calls, commitments or commitments rights of any character relating kind which obligate the Company or any of its Subsidiaries to the issued register, issue or unissued sell any shares of capital stock or other equity securities of the Company or any subsidiary of its Subsidiaries or any securities or obligations convertible or exchangeable into or exercisable for, or giving any Person a right to subscribe for or acquire from the Company or any of its Subsidiaries, any securities of the CompanyCompany or any of its Subsidiaries, and no securities or obligations evidencing such rights are issued or outstanding. The Company does not have outstanding any bonds, debentures, notes or other obligations the holders of which have the right to vote (or which are convertible into or exercisable for securities having the right to vote) with the stockholders of the Company on any matter. For purposes of this Agreement, “Lien” means, with respect to any asset (including any security) any option, claim, mortgage, lien, pledge, charge, security interest or encumbrance or material restrictions in respect of such asset.

Capitalization of the Company and its Subsidiaries. The authorized capital stock of the Company consists of (i) 20,000,000 30,000,000 shares of Common Stock Stock, par value $.01 per share, of which, as of July 31the date of this Agreement, 1997, 4,910,880 8,262,513 shares of Common Stock were are issued and outstanding and (ii) 10,000,000 shares of Preferred Stock, par value $1.00 per share, of which, as of the date of this Agreement, no shares are issued and outstanding. All outstanding shares of capital stock of the Company Common Stock have been duly authorized and validly issued, and are fully paidpaid and nonassessable. As of the date of this Agreement, nonassessable and free of preemptive rights. Set forth in Schedule 2.2(a) are all outstanding options, warrants, or other rights Employee Options to purchase Riviera Stockan aggregate of 610,500 shares of Common Stock are outstanding and warrants to purchase 435,000 shares of Common Stock are outstanding and held by Metropolitan Life Insurance Company, First Boston LBO, Inc. or their successors and assigns (the "Warrants"). Except as set forth above or in Schedule 2.2, and except as a result of the exercise of Employee Options, Directors' Options and such rights under the Company Stock Plan and the Compensation Committee Plan outstanding as of July 31, 1997set forth on Schedule 2.2, there are outstanding (i) no shares of capital stock or other voting securities of the Company, (ii) no securities of the Company convertible into or exchangeable for shares of capital stock or voting securities of the Company, (iii) no written or oral options, subscriptions, warrants, convertible securities, calls calls, preemptive or rescission rights or other rights to acquire from the Company, and no obligation of the Company to issue, deliver or sell, any capital stock, voting securities or securities convertible into or exchangeable for capital stock or voting securities of the Company, and (iv) no equity equivalentsequivalents (including, performance shareswithout limitation, stock appreciation rights), interests in the ownership or earnings of the Company or other similar rights issued by the Company (collectively, "Company Securities"). Except as set forth on Schedule 2.2 hereto, there There are no outstanding obligations of the Company or any of its subsidiaries to repurchase, redeem or otherwise acquire any Company Securities. Except as set forth on Schedule 2.2 hereto2.2, each of the outstanding shares of capital stock of each of the Company's subsidiaries is duly authorized, validly issued, fully paid and nonassessable and is directly or indirectly owned by the Company, free and clear of all security interests, liens, claims, pledges, charges, voting agreements or other encumbrances of any nature whatsoever (collectively, "Liens"). Except as set forth on Schedules 1.10 and 2.2 hereto, there are no existing options, calls or commitments of any character relating to the issued or unissued capital stock or other equity securities of any subsidiary of the Company.all

Capitalization of the Company and its Subsidiaries. (a) The authorized capital stock of the Company consists of (i) 20,000,000 100,000,000 shares of Common Stock of whichpreferred stock, as of July 31$0.01 par value per share, 1997, 4,910,880 1,000,000 shares of Common Stock were which are designated Series A Junior Participating Preferred ("Series A Preferred Stock"), none of which are issued and outstanding, and 99,000,000 shares of which are blank check preferred stock without designation, none of which are issued and outstanding; and (ii) 100,000,000 shares of common stock, $0.01 par value per share, 33,333,333 shares of which are designated as Class A Common Stock, 11,418,499 of which are issued and outstanding as of April 8, 2002, and 66,666,667 shares of which are designated as Class B Common Stock, 21,075,263 of which are issued and outstanding as of April 8, 2002. All of the outstanding shares of capital stock of the Company Common Stock have been validly issued, issued and are fully paid, nonassessable and free of preemptive rights. Set forth in Schedule 2.2(a) are all As of April 8, 2002, 56,680 shares of Class A Common Stock and 184,643 shares of Class B Common Stock were reserved for issuance pursuant to outstanding options, warrants, or other rights to purchase Riviera StockCompany Stock Options. Except as set forth above or as set forth in Schedule 2.2, and except as a result Section 3.2 of the exercise of Employee OptionsCompany Disclosure Schedule, Directors' Options and such rights under the Company Stock Plan and the Compensation Committee Plan outstanding as of July 31, 1997the date hereof, there are were outstanding (i) no shares of capital stock or other voting securities of the Company, (ii) no securities of the Company convertible into or exchangeable for shares of capital stock or voting securities of the Company, (iii) no options, subscriptions, warrants, convertible securities, calls options or other rights to acquire from the CompanyCompany and, and no obligation obligations of the Company to issue, deliver or sell, issue any capital stock, voting securities or securities convertible into or exchangeable for capital stock or voting securities of the Company, Company and (iv) no equity equivalents, performance shares, equivalent interests in the ownership or earnings of the Company or other similar rights issued by the Company its subsidiaries (collectively, collectively "Company Securities"). Except Section 3.2 of the Company Disclosure Schedule identifies, as of April 8, 2002, the holder of each outstanding Company Stock Option issued pursuant to the Stock Option Plan, the number of shares of Company Common Stock issuable upon the exercise of each Company Stock Option and the exercise price and expiration date thereof and except as set forth on in Section 3.2 of the Company Disclosure Schedule 2.2 heretono options currently outstanding have been granted other than pursuant to the Stock Option Plan. As of the date hereof, except as set forth in Section 3.2 of the Company Disclosure Schedule, there are no outstanding obligations of the Company or any of its subsidiaries to repurchase, redeem or otherwise acquire any Company Securities. Except as set forth on Schedule 2.2 hereto, each in Section 3.2 of the outstanding Company Disclosure Schedule, there are no stockholder agreements, voting trusts or other agreements or understandings to which the Company is a party or by which it is bound relating to the voting or registration of any shares of capital stock of each the Company. Since April 8, 2002, there have been no issuances of the Company's subsidiaries is duly authorized, validly issued, fully paid and nonassessable and is directly or indirectly owned by the Company, free and clear of all security interests, liens, claims, pledges, charges, voting agreements or other encumbrances of any nature whatsoever (collectively, "Liens"). Except as set forth on Schedules 1.10 and 2.2 hereto, there are no existing options, calls or commitments of any character relating to the issued or unissued capital stock or other equity securities of any subsidiary of the Companythan issuances pursuant to outstanding Company Stock Options.

Capitalization of the Company and its Subsidiaries. The As -------------------------------------------------- of the date hereof, the authorized capital stock of the Company consists of 500,000,000 shares of capital stock, of which: (i) 20,000,000 496,500,000 are classified as Common Stock, par value $0.0001 per share, 28,500,000 shares of Common Stock of which, as of July 31, 1997, 4,910,880 shares of Common Stock were are issued and outstanding, and (ii) 3,500,000 are classified as Series A Junior Participating Preferred Stock, par value $0.0001 per share, none of which shares are issued or outstanding. All The Series A Junior Participating Preferred Stock has been reserved for issuance upon the exercise of the preferred share purchase rights in accordance with the Rights Agreement. As of the date hereof, there are outstanding shares Company Stock Options in respect of capital stock 1,437,250 Shares at the exercise prices set forth in Section 2.9(a) of the Company have been validly issued, and are fully paid, nonassessable and free of preemptive rights. Set forth in Schedule 2.2(a) are all outstanding options, warrants, or other rights to purchase Riviera StockDisclosure Schedule. Except as set forth above or as set forth in Schedule 2.2, and except as a result Section 2.9(a) of the exercise of Employee Options, Directors' Options and such rights under the Company Stock Plan and the Compensation Committee Plan outstanding as of July 31, 1997Disclosure Schedule, there are outstanding (i) no shares of capital stock or other voting securities of the Company, (ii) no securities of the Company or its subsidiaries convertible into or exchangeable or exercisable for shares of capital stock or voting securities of the Company, (iii) no options, subscriptions, warrants, convertible securities, calls or other rights (including warrants or other contractual rights, including contingent rights) to acquire from the CompanyCompany or its subsidiaries, and no obligation obligations of the Company or its subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, any capital stock, voting securities or securities convertible into or exchangeable or exercisable for capital stock or voting securities of the Company, Company and (iv) no equity equivalents, performance shares, interests in the ownership or earnings of the Company or its subsidiaries or other similar rights issued by the Company (including stock appreciation rights) (collectively, "Company Securities"). Except for the ------------------ Company Stock Option Plan or as set forth on Schedule 2.2 heretoin Section 2.9(a) of the Company Disclosure Schedule, there are no outstanding obligations of the Company or any of its subsidiaries to repurchase, redeem or otherwise acquire any Company Securities. Except as set forth on Schedule 2.2 hereto, each of the outstanding shares of Securities or any capital stock of each of the Company's subsidiaries is duly authorized, validly issued, fully paid and nonassessable and is directly or indirectly owned by the Company, free and clear of all security interests, liens, claims, pledges, chargesstock, voting agreements securities or other encumbrances of any nature whatsoever (collectively, "Liens"). Except as set forth on Schedules 1.10 and 2.2 hereto, there are no existing options, calls or commitments of any character relating to the issued or unissued capital stock or other equity securities of ownership interests in any subsidiary of the Company.

Capitalization of the Company and its Subsidiaries. (a) The authorized capital stock of the Company consists of (i) 20,000,000 100 million shares of Common Stock capital stock, of which, as of July 31January 16, 19972001, 4,910,880 18,558,065 shares of Company Common Stock were issued and outstanding, and no shares of Company Common Stock were held in the Company's treasury. All of the outstanding shares of capital stock of the Company Common Stock have been validly issued, issued and are fully paid, nonassessable and free of preemptive rights. Set forth in Schedule 2.2(a) are all As of January 17, 2001, 1,724,856 shares of Company Common Stock were reserved for issuance pursuant to outstanding options, warrants, or other rights to purchase Riviera StockCompany Stock Options. Except as set forth above or in Schedule 2.2this Section 3.2, and except as a result of the exercise of Employee Options, Directors' Options and such rights under the Company Stock Plan and the Compensation Committee Plan outstanding as of July 31January 17, 19972001, there are were outstanding (i) no shares of capital stock or other voting securities of the Company, (ii) no stock appreciation rights, phantom stock units, restricted stock grants, contingent stock grants or Employee Plans which grant awards of any of the foregoing, and no other outstanding contractual rights to which the Company is a party the value of which is based on the value of Company Common Stock, (iii) no bonds, debentures, notes or other indebtedness of the Company or any subsidiary having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which stockholders of the Company may vote, (iv) no securities of the Company or its subsidiaries convertible into or exchangeable for shares of capital stock or voting securities of the Company, (iiiv) no options, subscriptions, warrants, convertible securities, calls options or other rights to acquire from the CompanyCompany or its subsidiaries and, and no obligation obligations of the Company or its subsidiaries to issue, deliver or sell, issue any capital stock, voting securities or securities convertible into or exchangeable for capital stock or voting securities of the Company, Company and (iv) no equity equivalents, performance shares, equivalent interests in the ownership or earnings of the Company or other similar rights issued by the Company its subsidiaries (collectively, collectively "Company SecuritiesCOMPANY SECURITIES"). Except as set forth on Section 3.2 of the Company Disclosure Schedule 2.2 heretolists each outstanding Company Stock Option, showing in each case the exercise price, the number of shares of Company Common Stock into which each such Company Stock Option is exercisable, and the expiration date of such Company Stock Option. As of the date hereof, there are no outstanding obligations of the Company or any of its subsidiaries to repurchase, repurchase redeem or otherwise acquire any Company Securities. Except as set forth on Schedule 2.2 heretoThere are no stockholder agreements, each voting trusts or other agreements or understandings to which the Company is a party or by which it is bound relating to the voting or registration of the outstanding any shares of capital stock of each the Company. To the knowledge of the Company's subsidiaries is duly authorized, validly issued, fully paid and nonassessable and is directly or indirectly owned by as of the Company, free and clear date of all security interests, liens, claims, pledges, charges, voting agreements or other encumbrances of any nature whatsoever (collectively, "Liens"). Except as set forth on Schedules 1.10 and 2.2 heretothis Agreement, there are no existing options, calls or commitments irrevocable proxies and no voting agreements (other than the Voting Agreement) with respect to any shares of any character relating to the issued or unissued capital stock or the other equity voting securities of any subsidiary of the CompanyCompany to which the Company is a party.

Capitalization of the Company and its Subsidiaries. The authorized -------------------------------------------------- capital stock of the Company consists of (i) 20,000,000 30,000,000 shares of Common Stock Stock, par value $.01 per share, of which, as of July 31the date of this Agreement, 1997, 4,910,880 8,262,513 shares of Common Stock were are issued and outstanding and (ii) 10,000,000 shares of Preferred Stock, par value $1.00 per share, of which, as of the date of this Agreement, no shares are issued and outstanding. All outstanding shares of capital stock of the Company Common Stock have been duly authorized and validly issued, and are fully paidpaid and nonassessable. As of the date of this Agreement, nonassessable and free of preemptive rights. Set forth in Schedule 2.2(a) are all outstanding options, warrants, or other rights Employee Options to purchase Riviera Stockan aggregate of 610,500 shares of Common Stock are outstanding and warrants to purchase 435,000 shares of Common Stock are outstanding and held by Metropolitan Life Insurance Company, First Boston LBO, Inc. or their successors and assigns (the "Warrants"). Except as set forth above or in Schedule 2.2, and except as a result of the exercise of Employee Options, Directors' Options and such rights under the Company Stock Plan and the Compensation Committee Plan outstanding as of July 31, 1997set forth on Schedule 2.2, there are outstanding (i) no shares of capital stock or other voting securities of the Company, (ii) no securities of the Company convertible into or exchangeable for shares of capital stock or voting securities of the Company, (iii) no written or oral options, subscriptions, warrants, convertible securities, calls calls, preemptive or rescission rights or other rights to acquire from the Company, and no obligation of the Company to issue, deliver or sell, any capital stock, voting securities or securities convertible into or exchangeable for capital stock or voting securities of the Company, and (iv) no equity equivalentsequivalents (including, performance shareswithout limitation, stock appreciation rights), interests in the ownership or earnings of the Company or other similar rights issued by the Company (collectively, "Company Securities"). Except as set forth on Schedule 2.2 hereto, there There are no outstanding obligations of the Company or any of its subsidiaries to repurchase, redeem or otherwise acquire any Company Securities. Except as set forth on Schedule 2.2 hereto2.2, each of the outstanding shares of capital stock of each of the Company's subsidiaries is duly authorized, validly issued, fully paid and nonassessable and is directly or indirectly owned by the Company, free and clear of all security interests, liens, claims, pledges, charges, voting agreements or other encumbrances of any nature whatsoever (collectively, "Liens"). Except as set forth on Schedules 1.10 and 2.2 hereto, there are no existing options, calls or commitments of any character relating to the issued or unissued capital stock or other equity securities of any subsidiary of the Company.all

Capitalization of the Company and its Subsidiaries. (a) The authorized capital stock of the Company consists of 112,500,000 shares of Company Common Stock. As of September 17, 2008, (i) 20,000,000 52,652,675 shares of Company Common Stock of which, as of July 31, 1997, 4,910,880 shares of Common Stock were are issued and outstanding. All outstanding shares , all of capital stock of the Company have been which are validly issued, fully paid and are fully paid, nonassessable and free of preemptive rights. Set forth in Schedule 2.2(a) are all outstanding options, warrants, or other rights to purchase Riviera Stock. Except as set forth above or in Schedule 2.2, and except as a result of the exercise of Employee Options, Directors' Options and such rights under the Company Stock Plan and the Compensation Committee Plan outstanding as of July 31, 1997, there are outstanding (i) no shares of capital stock or other voting securities of the Companynon-assessable, (ii) no securities of the Company convertible into or exchangeable for shares of capital stock or voting securities Company Common Stock are held in the treasury of the Company, (iii) no optionsshares of Company Common Stock are held by any Subsidiary, subscriptions, warrants, convertible securities, calls or other rights to acquire from the Company, and no obligation of the Company to issue, deliver or sell, any capital stock, voting securities or securities convertible into or exchangeable for capital stock or voting securities of the Company, and (iv) no equity equivalents17,334,100 shares of Company Common Stock are reserved for issuance upon conversion of Company’s outstanding 7% convertible demand notes (the “Convertible Notes”), performance shares, interests in all of which are held by the ownership or earnings Principal Stockholders and will be converted immediately prior to the Effective Time and (v) 10,212,181 shares of Company Common Stock are reserved for issuance pursuant to outstanding employee stock options pursuant to the Company or other similar rights issued by the Company (collectively, "Company Securities")Option Plan. Except as set forth in this Section 3.2(a) and except for the Company Stockholder’s Agreement, there are no options, warrants, convertible or exchangeable securities, unissued capital stock of the Company or any Subsidiary or other agreements obligating the Company or any Subsidiary to issue or sell any shares of capital stock of, or other equity interests in, the Company or any Subsidiary, and there are no bonds, debentures, notes or other indebtedness having the right to vote on Schedule 2.2 heretomatters submitted to the Company’s stockholders. All shares of Company Common Stock reserved for issuance under the Company Option Plan or the Convertible Notes, upon issuance on the terms and conditions specified in the instruments pursuant to which they are issuable, will be validly issued, fully paid and nonassessable. Except as set forth in Section 3.2(a) of the Company Disclosure Schedule, there are no outstanding contractual obligations of the Company or any of its subsidiaries Subsidiary to repurchase, redeem or otherwise acquire any shares of Company SecuritiesCommon Stock or any capital stock of any Subsidiary. Except as set forth on Schedule 2.2 hereto, each of the Each outstanding shares share of capital stock or membership interest of each of the Company's subsidiaries Subsidiary is duly authorized, validly issued, fully paid and nonassessable nonassessable, (to the extent such terms are applicable) and each such share or interest is directly or indirectly owned by the Company, Company or another Subsidiary free and clear of all security interestsLiens other than Permitted Liens. The authorized, liens, claims, pledges, charges, voting agreements or other encumbrances issued and outstanding shares of any nature whatsoever (collectively, "Liens"). Except as set forth on Schedules 1.10 and 2.2 hereto, there are no existing options, calls or commitments of any character relating to the issued or unissued capital stock or other equity securities membership interests of any subsidiary each of the Company’s Subsidiaries and its jurisdiction of incorporation or organization is set forth in Section 3.2(a) of the Company Disclosure Schedule.

Capitalization of the Company and its Subsidiaries. (a) The authorized capital stock of the Company consists of of: (i) 20,000,000 60,000,000 shares of Company Common Stock Stock, of which, which 32,516,383 shares were issued and outstanding as of July 3113, 19971999, 4,910,880 and (ii) 1,000,000 shares of Common Stock were issued and Preferred Stock, par value $.01 per share, of which 300,000 shares are designated as Series A Junior Participating Preferred Stock, no shares of which are outstanding. All outstanding shares of capital stock of the Company issued and outstanding Shares have been validly issued, and are duly authorized, fully paid, nonassessable non-assessable and free of preemptive rights. Set forth As of the date hereof, 6,260,252 Shares are reserved for issuance and issuable upon or otherwise deliverable in Schedule 2.2(a) are all connection with the exercise of outstanding options, warrants, or other rights to purchase Riviera StockCompany Stock Options. Except as set forth above or in Schedule 2.2, and except for the Option Agreement and the Company Rights Agreement (as a result hereinafter defined), as of the exercise of Employee Options, Directors' Options and such rights under the Company Stock Plan and the Compensation Committee Plan outstanding as of July 31, 1997date hereof, there are outstanding (i) no shares of capital stock or other voting securities of the Company, ; (ii) no securities of the Company or any of its subsidiaries convertible into or exchangeable for shares of capital stock or voting securities of the Company, ; (iii) no options, subscriptions, warrants, convertible securities, calls options or other rights to acquire from the CompanyCompany or any of its subsidiaries, and no obligation obligations of the Company or any of its subsidiaries to issue, deliver or sell, any capital stock, voting securities securities, or securities convertible into or exchangeable for capital stock or voting securities of the Company, ; and (iv) no equity equivalents, performance shares, interests in the ownership or earnings of the Company Company, or other similar rights issued by the Company (including stock appreciation rights) (collectively, "Company SecuritiesCOMPANY SECURITIES"). Except as set forth on Schedule 2.2 heretofor the Option Agreement, there are no outstanding obligations of the Company or any of its subsidiaries to repurchase, redeem or otherwise acquire any Company Securities. Except as set forth on Schedule 2.2 heretoThere are no stockholder agreements, each voting trusts or other agreements or understandings to which the 9 18 Company or any of its subsidiaries is a party or to which it is bound relating to the outstanding voting of any shares of capital stock of each the Company (other than the Voting Agreement). Section 3.2 of the Company's subsidiaries is duly authorizedCompany Disclosure Schedule sets forth information regarding the current exercise price, validly issuedthe date of grant, fully paid and nonassessable and is directly or indirectly owned by the Company, free and clear number of all security interests, liens, claims, pledges, charges, voting agreements or other encumbrances of any nature whatsoever (collectively, "Liens"). Except as set forth on Schedules 1.10 and 2.2 hereto, there are no existing options, calls or commitments of any character relating to the issued or unissued capital stock or other equity securities of any subsidiary of the CompanyCompany Stock Options granted for each holder thereof.

Capitalization of the Company and its Subsidiaries. (a) The authorized capital stock of the Company consists of (i) 20,000,000 shares of Common Stock Three Hundred Million (300,000,000) Shares, of which, as of July 31May 28, 19972003, 4,910,880 shares of Common Stock One Hundred Twenty-Two Million Four Hundred Twenty-Six Thousand Six Hundred Sixty-Four (122,426,664) Shares were issued and outstanding; and (ii) Five Million (5,000,000) shares of preferred stock, par value $0.001 per share ("COMPANY PREFERRED STOCK"), none of which are outstanding as of the date hereof. All outstanding shares of capital stock of the Company outstanding Shares have been validly issued, issued and are fully paid, nonassessable and free of preemptive rights. Set forth As of May 28, 2003, an aggregate of Thirty-One Million Nine Hundred Sixty-Six Thousand Two Hundred Sixty-Nine (31,966,269) Shares were reserved for issuance of which Twenty-Two Million Forty-Five Thousand Three Hundred and One (22,045,301) Shares were issuable upon or otherwise deliverable in Schedule 2.2(a) are all connection with the exercise of outstanding optionsCompany Stock Options issued pursuant to the Company Plans. Between May 28, warrants2003 and the date hereof, or no shares of the Company's capital stock have been issued other rights than pursuant to purchase Riviera Stockthe exercise of Company Stock Options already in existence on such first date, and between May 28, 2003 and the date hereof, no stock options have been granted. Except as set forth above or in Schedule 2.2and for the stockholder rights Company Rights issued pursuant to that certain Preferred Stock Rights Agreement, dated as of October 22, 2001, as amended, between the Company and except Computershare Trust Company, Inc., as a result Rights Agent (the "COMPANY RIGHTS AGREEMENT"), as of the exercise of Employee Options, Directors' Options and such rights under the Company Stock Plan and the Compensation Committee Plan outstanding as of July 31, 1997date hereof, there are outstanding (i) no shares of capital stock or other voting securities of the Company, (ii) no securities of the Company or any Subsidiary convertible into or exchangeable for or exercisable for, shares of capital stock or other voting securities of the CompanyCompany or any Subsidiary, (iii) no options, subscriptions, warrants, convertible securities, calls warrants or other rights to acquire from the CompanyCompany or any Subsidiary, and no obligation obligations of the Company or any Subsidiary to issue, deliver or sell, issue any capital stock, voting securities or securities convertible into or exchangeable or exercisable for capital stock or other voting securities of the CompanyCompany or any Subsidiary, and (iv) no equity equivalents, performance shares, equivalent interests in the ownership or earnings of the Company or any Subsidiary or other similar rights rights. All of the outstanding Shares and Company Stock Options (collectively "COMPANY SECURITIES") were issued by in compliance with the Securities Act of 1933, as amended in the Securities Act, and applicable state securities laws. As of the date hereof, except with respect to the Restricted Company (collectively, "Company Securities"). Except as set forth on Schedule 2.2 heretoShares, there are no outstanding rights or obligations of the Company or any of its subsidiaries Subsidiary to repurchase, redeem or otherwise acquire any outstanding shares of its capital stock or other ownership interests. Other than the Company Securities. Except as set forth on Schedule 2.2 heretoVoting Agreements, each there are no stockholder agreements, voting trusts or other arrangements or understandings to which the A-14 Company, the Company Board or any Subsidiary is a party, and to the Company's knowledge, there are no other agreements, voting trusts or other arrangements or understandings, relating to the voting or registration of the outstanding any shares of capital stock or other voting securities of the Company or any Subsidiary. Other than treasury stock as described in the Financial Statements, no Shares, Company Preferred Stock or Company Stock Options are owned by the Company or any Subsidiary. The Company has provided to Parent a true and complete list of all holders of outstanding Restricted Company Shares or Company Stock Options, the exercise or vesting schedule, the exercise price per share, and the term of each Restricted Company Share or Company Stock Option, as applicable and in the case of Company Stock Options, whether such option is a nonqualified stock option or incentive stock option, and any restrictions on the Company's subsidiaries right to repurchase of the Shares underlying the options, and whether or not, to the Company's knowledge, an election under Section 83(b) of the Code is duly authorizedin effect with respect to such Shares that are Restricted Company Shares, validly issuedin each case as of the date hereof. None of the terms of the Company Stock Options or Restricted Company Shares provides for accelerated vesting as a result of the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby. Other than as disclosed in the Company's SEC Reports filed on or before the date hereof, fully paid and nonassessable and is directly since the Company's initial public offering, the Company has not granted Company Stock Options to employees or indirectly owned consultants under any Company Plan at an exercise price of less than the fair market value per Share at the time of grant as determined in good faith by the Company, free and clear of all security interests, liens, claims, pledges, charges, voting agreements or other encumbrances of any nature whatsoever (collectively, "Liens"). Except as set forth on Schedules 1.10 and 2.2 hereto, there are no existing options, calls or commitments of any character relating to the issued or unissued capital stock or other equity securities of any subsidiary of the CompanyCompany Board.