Common use of Capitalization of the Company Clause in Contracts

Capitalization of the Company. (a) As of the date of this Agreement, the issued and outstanding share capital of the Company consists of 325,332 Company Ordinary Shares. Set forth in Section 5.6 of the Company Disclosure Letter is a true, correct and complete list of each legal owner of Company Ordinary Shares or other Equity Securities of the Company and the number of Company Ordinary Shares or other Equity Securities held by each such holder as of the date hereof. Except as set forth in Section 5.6 of the Company Disclosure Letter or pursuant to the Permitted Activities Documents, as of the date hereof there are no other ordinary shares, preferred shares or other Equity Securities of the Company authorized, reserved for issuance, issued or outstanding. All of the issued and outstanding Company Shares (x) have been duly authorized and validly issued and allotted and are fully paid; (y) have been offered, sold, transferred and issued in compliance with applicable Law; and (z) are free and clear of any Liens. (b) The Company has not issued, granted, and is not otherwise bound by or subject to any outstanding subscriptions, options, warrants, rights or other securities (including debt securities) convertible, exercisable or exchangeable for Company Ordinary Shares, any other commitments, calls, conversion rights, rights of exchange or privilege (whether pre-emptive, contractual or by matter of Law), plans or other agreements of any character providing for the issuance of additional shares, the sale of treasury shares or other equity interests, or for the repurchase or redemption of shares or other equity interests of the Company or the value of which is determined by reference to shares or other equity interests of the Company, and there are no voting trusts, proxies or agreements of any kind which may obligate the Company to issue, purchase, register for sale, redeem or otherwise acquire any Company Ordinary Shares.

Capitalization of the Company. (a) As of the date of this Agreement, the issued and outstanding share capital of the Company consists of 325,332 Company Ordinary Shares. Set Schedule 4.29 sets forth in Section 5.6 of the Company Disclosure Letter is a true, correct true and complete list of each legal owner of Company Ordinary Shares or other Equity Securities of the Company and the number of Company Ordinary Shares or other Equity Securities held by each such holder as of the date hereof. Except as set forth in Section 5.6 of the Company Disclosure Letter or pursuant to the Permitted Activities Documents, as of the date hereof there are no other ordinary shares, preferred shares or other Equity Securities of the Company authorized, reserved for issuance, issued or outstanding. All all of the issued and outstanding Equity Interests of the Company. Such Equity Interests of the Company Shares (x) have been duly authorized and authorized, are validly issued and allotted are fully paid and, except to the extent otherwise provided under the law of the Company’s jurisdiction of formation, non-assessable and were issued in conformity with the Organizational Documents of the Company and all applicable contracts or Laws and were not issued in violation of, and are fully paid; (y) have been offerednot subject to, soldany purchase option, transferred and issued in compliance with call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of applicable Law; , the Organizational Documents of the Company or any contract to which the Company is or was a party or by which it is or was otherwise bound. There are no certificates representing any of the Equity Interests of the Company. Seller has made available to Buyer true and (z) complete copies of the Organizational Documents, minute books, membership interest certificate books, membership interest transfer books and equity ledgers of the Company to the extent the same are free and clear of any Liensin existence. (b) The Company has not issued, granted, and is not otherwise bound by There are no rights or subject to any outstanding subscriptions, Contracts (including options, warrants, rights calls and preemptive rights) obligating the Company (A) to issue, sell, pledge, dispose of or other securities encumber any Equity Interest of the Company, (including debt securitiesB) convertibleto redeem, exercisable purchase or exchangeable for Company Ordinary Shares, acquire in any other commitments, calls, conversion rights, rights of exchange or privilege (whether pre-emptive, contractual or by matter of Law), plans or other agreements of manner any character providing for the issuance of additional shares, the sale of treasury shares or other equity interests, or for the repurchase or redemption of shares or other equity interests Equity Interests of the Company or (C) to make any dividend or distribution of any kind with respect to the Equity Interests of the Company (or to allow any participation in the profits or appreciation in value of which is determined by reference to shares or other equity interests of the Company, and there ). There are no outstanding or authorized membership interest appreciation, phantom unit, profit participation, or similar rights affecting the Equity Interests of the Company. There are no agreements, instruments, proxies, judgments or decrees, whether written or oral, express or implied, other than this Agreement, relating to the voting trustsof, proxies sale, assignment, conveyance, transfer, delivery, right of first refusal, option or agreements limitation on transfer of any kind which may obligate Equity Interests of the Company to issue, purchase, register for sale, redeem or otherwise acquire any Company Ordinary SharesCompany.

Capitalization of the Company. (a) As of the date of this Agreement, the issued and outstanding share The authorized capital stock of the Company consists of 325,332 12,000,000 shares of Company Ordinary SharesCommon Stock and 4,000,000 shares of Series A Preferred Stock, and the Company has no authority to issue any other capital stock. Set forth There are 4,651,550 shares of Company Common Stock issued and outstanding and 100,000 shares of Series A Preferred Stock issued and outstanding, and such shares are duly authorized, validly issued, fully paid and nonassessable, and none of such shares have been issued in Section 5.6 violation of the preemptive rights of any person. After the (i) amendment of the Company’s Certificate of Incorporation to provide for a 1.719-for-1 forward stock split (the “Company Disclosure Letter is a trueStock Split”), correct and complete list of each legal owner (ii) conversion into shares of Company Ordinary Shares Common Stock of the outstanding shares of Series A Convertible Preferred Stock, par value $.01 per share (the “Series A Preferred Stock”), and the balance owed under the Company’s outstanding Shareholder Notes (the “Shareholder Notes”), immediately prior to the Effective Time, the Company will have 9,500,000 shares of Company Common Stock outstanding. The offer, issuance and sale of such shares of Company Common Stock were (a) exempt from the registration and prospectus delivery requirements of the Securities Act, (b) registered or qualified (or were exempt from registration or qualification) under the registration or qualification requirements of all applicable state securities laws and (c) accomplished in conformity with all other applicable securities laws. None of such shares of Company Stock are subject to a right of withdrawal or a right of rescission under any federal or state securities or blue sky law. Except as disclosed in Schedule 2.5, the Company has no outstanding options, rights or commitments to issue Company Common Stock or other Equity Securities of the Company and the number of Company Ordinary Shares or other Equity Securities held by each such holder as of the date hereof. Except as set forth in Section 5.6 of the Company Disclosure Letter or pursuant to the Permitted Activities Documents, as of the date hereof there are no other ordinary shares, preferred shares or other Equity Securities of the Company authorized, reserved for issuance, issued or outstanding. All of the issued and outstanding Company Shares (x) have been duly authorized and validly issued and allotted and are fully paid; (y) have been offered, sold, transferred and issued in compliance with applicable Law; and (z) are free and clear of any Liens. (b) The Company has not issued, granted, and is not otherwise bound by or subject to any outstanding subscriptions, options, warrants, rights or other securities (including debt securities) convertible, exercisable or exchangeable for Company Ordinary Shares, any other commitments, calls, conversion rights, rights of exchange or privilege (whether pre-emptive, contractual or by matter of Law), plans or other agreements of any character providing for the issuance of additional shares, the sale of treasury shares or other equity interests, or for the repurchase or redemption of shares or other equity interests of the Company or the value of which is determined by reference to shares or other equity interests of the Company, and there are no voting trusts, proxies outstanding securities convertible or agreements exercisable into or exchangeable for Company Common Stock or other Equity Securities of the Company. The Company has received written waivers executed by each of the holders of Series A Preferred Stock providing for the waiver of payment of any kind which may obligate and all accrued but unpaid dividends under the Company to issue, purchase, register for sale, redeem or otherwise acquire any Company Ordinary Sharesterms of the Series A Preferred Stock.

Capitalization of the Company. (a) As of the date of this Agreement, the issued The authorized and outstanding share capital equity securities of the Company consists of 325,332 Company Ordinary Shares. Set forth in Section 5.6 of the Company Disclosure Letter is a true, correct and complete list of each legal owner of Company Ordinary Shares or other Equity Securities of the Company and the number of Company Ordinary Shares or other Equity Securities held by each such holder as of the date hereof. Except are as set forth in Section 5.6 3.03 of the Company Disclosure Letter or pursuant to Schedules, and such Disclosure Schedule accurately reflects the Permitted Activities Documents, name of each Seller and the Membership Interests owned of record by such Seller as of the date hereof there are no other ordinary shares, preferred shares or other Equity Securities and as of the Company authorized, reserved for issuance, issued or outstandingdate of Closing. All of The Membership Interests constitute the issued and outstanding Company Shares (x) have been duly authorized and validly issued and allotted and are fully paid; (y) have been offered, sold, transferred and issued in compliance with applicable Law; and (z) are free and clear of any Liens. (b) The Company has not issued, granted, and is not otherwise bound by or subject to any outstanding subscriptions, options, warrants, rights or other securities (including debt securities) convertible, exercisable or exchangeable for Company Ordinary Shares, any other commitments, calls, conversion rights, rights of exchange or privilege (whether pre-emptive, contractual or by matter of Law), plans or other agreements of any character providing for the issuance of additional shares, the sale of treasury shares or other equity interests, or for the repurchase or redemption of shares or other equity interests of the Company or the value of which is determined by reference to shares or other only equity interests of the Company, and there such equity interests have been duly authorized and are validly issued and fully paid, and are nonassessable. (b) There are no voting trustspreemptive or other outstanding rights, proxies options, warrants, conversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements or agreements commitments of any kind character under which the Company is or may obligate become obligated to issue or sell, or give any Person a right to subscribe for or acquire, or in any way dispose of, any shares of equity interests, or any securities or obligations exercisable or exchangeable for or convertible into any shares of equity interests, of the Company, and no securities or obligations evidencing such rights are authorized, issued or outstanding. There are no Contracts relating to the registration or voting of any equity securities or other securities of the Company to issuewhich the Company is a party. (c) All dividends or other distributions declared, purchasemade or paid by the Company prior to the date hereof have been declared, register for salemade or paid in accordance with the Company’s Organizational Documents and all applicable Laws. (d) True and correct copies of the Company’s Organizational Documents have been provided to Buyer, redeem and the same have not been modified, altered or otherwise acquire any Company Ordinary Sharesamended.

Capitalization of the Company. (a) As of the date of this Agreement, the issued and outstanding share capital of the Company consists of 325,332 Company Ordinary Shares. Set forth in Section 5.6 of the Company Disclosure Letter is a true, correct and complete list of each legal owner of Company Ordinary Shares or other Equity Securities of the Company and the number of Company Ordinary Shares or other Equity Securities held by each such holder as of the date hereof. Except as set forth in Section 5.6 of the Company Disclosure Letter or pursuant to the Permitted Activities Documents, as of the date hereof there are no other ordinary shares, preferred shares or other Equity Securities of the Company authorized, reserved for issuance, issued or outstanding. All The Membership Interests constitute one hundred percent (100%) of the issued and outstanding Company Shares (x) membership interests of the Company. The Membership Interests have been duly authorized authorized, validly issued, and validly issued and allotted and are fully paid; (y) have been offered, sold, transferred and issued in compliance with applicable Law; and (z) are . Seller owns the Membership Interests free and clear of any Liensall liens. At the Closing, Seller shall transfer to Buyer record and beneficial ownership of the Membership Interests, free and clear of all liens, except those created by Buyer. (b) The Company has not issuedThere are no authorized or outstanding (i) securities convertible into or exchangeable for membership interests of the Company, granted, and is not otherwise bound by or subject to any outstanding subscriptions, (ii) options, warrants, rights or other securities rights to purchase or subscribe for membership interests of the Company, (including debt securitiesiii) convertiblecontracts, exercisable or exchangeable for Company Ordinary Shares, any other commitments, callsagreements, conversion rightsunderstandings, rights of exchange or privilege (whether pre-emptive, contractual or by matter of Law), plans or other agreements arrangements of any character providing for kind relating to the issuance of additional shares, the sale of treasury shares or other equity interests, or for the repurchase or redemption of shares or other equity any membership interests of the Company or the value of any such convertible or exchangeable securities or any such options, warrants, or rights, pursuant to which Seller or its property is determined by reference to shares subject or other equity bound, or (iv) interests of any Person that would dilute Seller’s ownership interest in the Company, and there are in each case that have been issued, agreed to or authorized by Seller or the Company. (c) The Company has no voting trusts, proxies obligation (contingent or agreements of any kind which may obligate the Company other) to issue, purchase, register for sale, redeem or otherwise acquire any Company Ordinary Sharesof the Membership Interests or to provide material funds to, or make any material investment in (in the form of a loan, capital contribution or otherwise), or provide any guarantee with respect to the obligations of, any other Person. Except for this Agreement, there is no voting trust or agreement, members agreement, pledge agreement, buy-sell agreement, agreement with any employee of the Company, right of first refusal, preemptive right, or proxy relating to any equity securities or securities convertible member interests of the Company, in each case that have been issued, agreed to or authorized by Seller or the Company.

Capitalization of the Company. (a) As of the date hereof and as of immediately prior to the Closing, all Common Units are and will be held, directly or indirectly, beneficially and of record by Trimble and/or one of its Subsidiaries. Trimble and/or its Subsidiaries have good and valid title to the Common Units, free and clear of all Liens (other than Liens created by the terms of this Agreement, ). Upon the issued and outstanding share capital occurrence of the Company consists Closing and assuming performance by AGCO of 325,332 Company Ordinary Shares. Set forth its obligations under Section 2.4 in Section 5.6 accordance with its terms, Trimble and/or its Subsidiaries shall hold, beneficially and of the Company Disclosure Letter is a truerecord, correct and complete list of each legal owner of Company Ordinary Shares directly or other Equity Securities of the Company and the number of Company Ordinary Shares or other Equity Securities held by each such holder as of the date hereof. Except as set forth in Section 5.6 of the Company Disclosure Letter or pursuant to the Permitted Activities Documentsindirectly, as of the date hereof there are no other ordinary shares, preferred shares or other Equity Securities of the Company authorized, reserved for issuance, issued or outstanding. All fifteen percent (15%) of the issued and outstanding Company Shares Common Units and AGCO shall hold, beneficially and of record, directly or indirectly, eighty-five percent (x85%) have been of the issued and outstanding Common Units. (b) As of the date hereof and as of the Closing, the Common Units are and will be duly authorized and validly issued in compliance with applicable Laws, and allotted and are fully paid; (y) will not have been offered, sold, transferred and sold or issued in compliance with applicable Law; and (z) are free and clear violation of any Liens. (b) The preemptive rights. Except for the Common Units, at the Closing, there will be no common units, preferred units, equity interests or other voting securities of the Company has not issuedreserved, grantedissued or outstanding, and is not otherwise bound by there will be no preemptive or subject to any other outstanding rights, subscriptions, options, warrants, rights stock appreciation rights, phantom equity or other securities (including debt securities) similar rights, redemption rights, repurchase rights, convertible, exercisable or exchangeable for Company Ordinary Shares, any other commitments, calls, conversion rights, rights of exchange or privilege (whether pre-emptive, contractual or by matter of Law), plans securities or other agreements agreements, arrangements or commitments of any character providing for relating to the issuance of additional shares, the sale of treasury shares issued or unissued share capital or other equity interestsownership interest in the Company, or any other securities or obligations convertible or exchangeable into or exercisable for, or giving any Person (whether with or without the occurrence of any contingency), a right to subscribe for the repurchase or redemption of shares or other equity interests of the Company or the value of which is determined by reference to shares acquire, any securities or other equity interests of the Company, in each case, to which Trimble or any of its Subsidiaries or any other Person is a party, and there are no voting trustssecurities or other equity interests evidencing such rights will be authorized, proxies issued or agreements of any kind which may obligate outstanding, other than pursuant to the Company LLC Operating Agreement. (c) The Company has no obligation (contingent or otherwise) to issue, purchase, register for sale, redeem or otherwise acquire the Common Units as contemplated by this Agreement. Except for this Agreement, the Company LLC Operating Agreement and any agreement or arrangement entered into by AGCO and its Affiliates, there is no voting trust or agreement, stockholders agreement, pledge agreement, buy-sell agreement, right of first refusal, preemptive right or proxy relating to the Common Units. The Company Ordinary Sharesis not subject to any obligation or requirement to make any investment (in the form of a loan, capital contribution or otherwise) in any other Person. The Company has no outstanding bonds, debentures, notes or other obligations which provide the holders thereof the right to vote (or are convertible or exchangeable into or exercisable for securities having the right to vote) with the members (or holders of other equity interests or other voting securities) of the Company on any matter. (d) Subsequent to the transactions contemplated by Sections 2.1, 2.4, and 2.5, and assuming compliance by AGCO and (following the sale and issuance of the Common Units to AGCO) the Company with their respective obligations in Section 2.4 and 2.5, AGCO and Trimble shall hold Common Units representing eighty-five percent (85%) and fifteen percent (15%) of the Common Units, respectively, before dilution for any equity issued to management in accordance with the terms of this Agreement and the Company LLC Operating Agreement.

Capitalization of the Company. (a) The Company's entire authorized capital stock consists of 70,000,000 shares, of which 65,000,000 shares are classified as Company Common Stock, and 5,000,000 of which are classified as Preferred Stock, par value $.10 per share (the "Preferred Stock"). As of the date hereof, there are no shares of this AgreementPreferred Stock issued and outstanding, the 35,853,545 shares of Company Common Stock issued and outstanding share capital (not including 697,556 shares of Company Common Stock held in the Company's treasury), 4,996,131 shares reserved for issuance in connection with the Company's stock option plans (of which options to purchase 2,902,357 shares are outstanding (the "Company Outstanding Options")); and 2,184,760 shares reserved for issuance upon conversion of the Company consists of 325,332 Company Ordinary Shares. Set forth in Section 5.6 of Company's 6 1/2% Convertible Debentures (the Company Disclosure Letter is a true, correct and complete list of each legal owner of Company Ordinary Shares or other Equity Securities of the Company and the number of Company Ordinary Shares or other Equity Securities held by each such holder as of "Debentures") outstanding on the date hereofhereof (the "Outstanding Debentures"). Except as set forth above or in Section 5.6 of the Company Disclosure Letter Schedule, there are outstanding (i) no shares of capital stock or pursuant to the Permitted Activities Documents, as other voting securities of the date hereof there are Company, (ii) no other ordinary shares, preferred shares or other Equity Securities of the Company authorized, reserved for issuance, issued or outstanding. All of the issued and outstanding Company Shares (x) have been duly authorized and validly issued and allotted and are fully paid; (y) have been offered, sold, transferred and issued in compliance with applicable Law; and (z) are free and clear of any Liens. (b) The Company has not issued, granted, and is not otherwise bound by or subject to any outstanding subscriptions, options, warrants, rights or other securities (including debt securities) convertible, exercisable or exchangeable for Company Ordinary Shares, any other commitments, calls, conversion rights, rights of exchange or privilege (whether pre-emptive, contractual or by matter of Law), plans or other agreements of any character providing for the issuance of additional shares, the sale of treasury shares or other equity interests, or for the repurchase or redemption of shares or other equity interests of the Company or any of the value Company Subsidiaries convertible into or exchangeable for shares of which is determined by reference to shares capital stock or other equity interests voting securities of the Company, and there are (iii) no voting trustsoptions, proxies warrants or agreements of any kind which may obligate other rights to acquire from the Company or any of the Company Subsidiaries (including any rights issued or issuable under a shareholders rights plan or similar arrangement), and no obligations of the Company or any of the Company Subsidiaries to issue, purchaseany capital stock, register voting securities or securities convertible into or exchangeable for salecapital stock or voting securities of the Company, (iv) no equity equivalents, interests in the ownership or earnings of the Company or any of the Company Subsidiaries or other similar rights (with the securities listed in clauses (i) through (iv) referred to collectively as the "Corporation's Securities"), and (v) no outstanding obligations of the Company or any of the Company Subsidiaries to repurchase, redeem or otherwise acquire any of the Corporation's Securities or to make any investment (by loan, capital contribution or otherwise) in any other entity. The Company Ordinary SharesDisclosure Statement sets forth a list of all Company Outstanding Options, including the shares of each holder thereof, which such options are currently vested and which such options will vest as a result of the Merger. (b) All of the outstanding capital stock of, or other ownership interests in, each of the Company Subsidiaries, is owned by the Company, directly or indirectly, free and clear of any Lien or any other limitation or restriction (including any restriction on the right to vote or sell the same, except as may be provided as a matter of law). For purposes of this Agreement, "Lien" means, with respect to any asset (including, without limitation, any security) any mortgage, lien, pledge, charge, security interest or encumbrance of any kind in respect of such asset. There are no securities of the Company or any of the Company Subsidiaries convertible into or exchangeable for, no options or other rights to acquire from the Company or any of the Company Subsidiaries, and no other contract, understanding, arrangement or obligation (whether or not contingent) providing for the issuance or sale, directly or indirectly, of any capital stock or other ownership interests in, or any other securities of, any of the Company Subsidiaries. There are no outstanding contractual obligations of the Company or any of the Company Subsidiaries to repurchase, redeem or otherwise acquire any outstanding shares of capital stock or other ownership interests in any subsidiary of the Company.

Capitalization of the Company. (a) As Section 4.6(a) of the Company Disclosure Letter sets forth a true and complete statement as of the date of this Agreement, Agreement of (i) the issued number and outstanding share capital class or series (as applicable) of all equity securities of the Company consists issued and outstanding, (ii) the identity of 325,332 the Persons that are the record and beneficial owners thereof, and (iii) the confirmation no incentive stock options, restricted stock units, or other various Company Ordinary Sharesawards are issued. Set forth in Section 5.6 The equity securities of the Company Disclosure Letter is a true, correct and complete list of each legal owner of Company Ordinary Shares or other Equity Securities of the Company and the number of Company Ordinary Shares or other Equity Securities held by each such holder as of the date hereof. Except as set forth in Section 5.6 of the Company Disclosure Letter or pursuant to the Permitted Activities Documents, as of the date hereof there are no other ordinary shares, preferred shares or other Equity Securities of the Company authorized, reserved for issuance, issued or outstanding. All of the issued and outstanding Company Shares (x) have been duly authorized and validly issued and allotted and are fully paidpaid and non-assessable; (y) have been offered, sold, transferred sold and issued in compliance with applicable Law, including federal and state securities Laws, and all requirements set forth in (1) the Governing Documents of the Company and (2) any other applicable Contracts governing the issuance of such securities; and (z) are free and clear not subject to, nor have they been issued in violation of, any purchase option, call option, right of first refusal, pre-emptive right, subscription right or any similar right under any provision of any Liensapplicable Law, the Governing Documents of the Company or any Contract to which the Company is a party or otherwise bound. (b) The Except as otherwise set forth in this Section 4.6 or on Section 4.6 of the Company Disclosure Letter, the Company has not issued, granted, and is not otherwise bound by or subject to granted any outstanding subscriptions, options, stock appreciation rights, warrants, rights or other securities (including debt securities) convertible, exercisable convertible into or exchangeable or exercisable for Company Ordinary Sharesequity securities of the Company, any other commitments, calls, conversion rights, rights of exchange or privilege (whether pre-emptive, contractual or by matter of Law), plans or other agreements of any character providing for the issuance of additional shares, the sale of treasury shares or other equity interests, or for the repurchase or redemption of shares or other equity interests of the Company or the value of which is determined by reference to shares or other equity interests of the Company, and there are no voting trusts, proxies or agreements of any kind which may obligate the Company to issue, purchase, register for sale, redeem or otherwise acquire any Company Ordinary Sharesequity securities of the Company.

Capitalization of the Company. (a) As of the date of this Agreement, the issued and outstanding share capital of the Company consists of 325,332 Company Ordinary Shares. Set forth in Section 5.6 of the Company Disclosure Letter is a true, correct and complete list of each legal owner of Company Ordinary Shares or other Equity Securities of the Company and the number of Company Ordinary Shares or other Equity Securities held by each such holder as of the date hereof. Except as set forth in Section 5.6 of the Company Disclosure Letter or pursuant to the Permitted Activities Documents, as of the date hereof there are no other ordinary shares, preferred shares or other Equity Securities of the Company authorized, reserved for issuance, issued or outstanding. All of the issued and outstanding Company Shares (x) Membership Interests have been duly authorized and are validly issued issued, duly paid and allotted and are fully paid; (y) have been offered, sold, transferred and non-assessable. None of the Membership Interests were issued in compliance with applicable Law; and (z) are free and clear violation of any Liens. preemptive or similar rights of any other person or entity, nor in violation of the United States Securities Act of 1933, as amended (b) The the "Securities Act"), or applicable securities laws of any other jurisdiction. Exhibit A hereto sets forth a true, complete and correct list of all of the members of the Company has not issuedimmediately preceding the execution and delivery of this Agreement and the number of Membership Interests owned by each such Member. Except for this Agreement and as described in Schedule 3.3, grantedthere are no other agreements, written or oral, between the Company or any Subsidiary and is not otherwise bound by any holder of its respective equity interests, relating to the acquisition, disposition or subject to any voting of its equity interests. There are no outstanding subscriptions, options, warrants, rights or other securities (including debt securities) convertible, exercisable or exchangeable for Company Ordinary Shares, any other commitments, calls, conversion rights, rights of exchange commitments or privilege (whether pre-emptive, contractual or by matter of Law), plans or any other agreements of any character providing for the issuance of additional shares, the sale of treasury shares or other equity interests, or for the repurchase or redemption of shares or other equity interests of obligating the Company or any Subsidiary to issue any equity interests at any time or under any circumstance, including conversion of debt into equity and including any rights to receive securities in any public offering by the value Company or its successors, except as disclosed in Schedule 3.3. RGHI owns the Membership Interests reflected as owned by it on Exhibit A hereto, free and clear of which is determined all Liens. Upon effectiveness of the BAWAG Interest Transfer Transactions (and in any event as of the time immediately prior to the Merger), RGHI will own the Membership Interests reflected as owned by reference BOI on Exhibit A hereto, free and clear of all Liens. The Company and each of the Subsidiaries that are subject to shares such minimum net capital requirements maintains and has at all times maintained net capital in excess of the minimum level(s) of net capital required by the SEC, CFTC, CME or other equity interests of applicable Governmental Authorities or Self Regulatory Organizations by an amount sufficient in order to avoid the Company, and there are no voting trusts, proxies or agreements triggering of any kind which may obligate the Company to issue, purchase, register for sale, redeem "early warning" notification provisions or otherwise acquire any Company Ordinary Sharessimilar provisions.

Capitalization of the Company. (a) As Schedule 5.2(a) sets forth a complete and accurate list of the authorized and, as of the date of this Agreementhereof, the issued and outstanding share capital stock of the Company consists Company, including (i) a complete and accurate list of 325,332 Company Ordinary all the authorized, issued and outstanding Preferred Shares. Set forth in Section 5.6 , (ii) a complete and accurate list of all of the Company Disclosure Letter is a trueauthorized, correct and complete list of each legal owner of Company Ordinary Shares or other Equity Securities and, as of the Company date hereof, issued and outstanding Common Shares and (iii) the number amount of Company Ordinary any accrued and unpaid dividends with respect to the Preferred Shares or other Equity Securities held by each such holder as of the date hereof. Except as set forth in Section 5.6 The Company has no shares of its capital stock reflected on the books and records of the Company Disclosure Letter or pursuant to the Permitted Activities Documents, as treasury shares. Holders of the date hereof there are no other ordinary shares, preferred shares or other Equity Securities of the Company authorized, reserved for issuance, all issued or outstandingand outstanding Shares have executed this Agreement. All of the issued and outstanding shares of capital stock of the Company Shares (x) have been are duly authorized authorized, validly issued, fully paid and validly issued and allotted and are fully paid; (y) have been offerednon-assessable and, soldexcept as set forth on Schedule 5.2(a), transferred and issued in compliance with applicable Law; and (z) are free and clear of any Lienspreemptive rights in respect thereto. (b) The Schedule 5.2(b) sets forth as of the date hereof, a list of all holders of Options and in the case of each Option held by such holder of such Options, the number of Common Shares subject to such Option and the Exercise Price thereof. Except as set forth on Schedule 5.2(b), there are no other shares of capital stock or other Equity Interests of the Company has not authorized, issued, granted, reserved for issuance or outstanding and is not otherwise bound by no outstanding or subject to any outstanding subscriptions, authorized options, warrants, convertible or exchangeable securities, subscriptions, rights or other securities (including debt securities) convertible, exercisable or exchangeable for Company Ordinary Shares, any other commitments, calls, conversion preemptive rights, rights of exchange or privilege (whether pre-emptive, contractual or by matter of Law), plans calls or other agreements commitments of any character providing for whatsoever, relating to the issuance of additional sharescapital stock of, the sale of treasury shares or other equity interestsor voting interest in, the Company, to which the Company is a party or for is bound requiring the repurchase issuance, delivery or redemption sale of shares of capital stock of the Company. There are no outstanding or authorized stock appreciation, phantom stock, profit participation or similar rights with respect to the capital stock of, or other equity interests of or voting interest in, the Company to which the Company is a party or is bound. The Company has no authorized or outstanding bonds, debentures, notes or other indebtedness the value holders of which have the right to vote (or which is determined by reference convertible into, exchangeable for, or evidencing the right to shares subscribe for or other equity interests of acquire securities having the Companyright to vote). Except as set forth on Schedule 5.2(b), and there are no voting trusts, proxies or agreements of any kind Contracts to which may obligate the Company is a party or by which it is bound to issue, purchase, register for sale(i) repurchase, redeem or otherwise acquire any shares of capital stock of, or other Equity Interests in, the Company Ordinary Sharesor (ii) vote or dispose of any shares of capital stock of, or other Equity Interests in, the Company. Except as set forth on Schedule 5.2(b), there are no irrevocable proxies and no voting agreements with respect to any shares of capital stock of, or other Equity Interests in, the Company. (c) Except as set forth on Schedule 5.2(c), neither the Company nor any Company Subsidiary is a party to any voting trust or other shareholder agreement that contains restrictions, limitations, requirements or otherwise relates to the voting, redemption, sale, issuance, transfer, registration, preemptive or anti-dilutive rights or other disposition of the Equity Interests of the Company or any Company Subsidiary.

Capitalization of the Company. (a) As The authorized capital stock of the date of this Agreement, the issued and outstanding share capital of (i) the Company consists of 325,332 200,000,000 shares of Common Stock, (ii) 1,000,000 shares of Preferred Stock, $0.01 par value per share (the “Company Ordinary SharesPreferred Stock”). Set forth in Section 5.6 As of the Company Disclosure Letter is a trueMeasurement Date, correct there were 82,746,933 shares of Common Stock issued and complete list of each legal owner outstanding, and no shares of Company Ordinary Shares or other Equity Securities Preferred Stock issued and outstanding. As of the Measurement Date, no shares of Common Stock were reserved for issuance except for 8,897,647 shares of Common Stock that were reserved for issuance upon the exercise of outstanding options and warrants (the “Company Options or Warrants”). Between the Measurement Date and the number of Company Ordinary Shares or other Equity Securities held by each such holder as of the date hereof. Except as set forth in Section 5.6 of , the Company Disclosure Letter or has not issued any shares of Common Stock (other than pursuant to the Permitted Activities Documents, as exercise of the date hereof there are no other ordinary shares, preferred shares Company Options or other Equity Securities of the Warrants) or awarded any Company authorized, reserved for issuance, issued Options or outstandingWarrants. All of the issued and outstanding Company Shares (x) shares of Common Stock have been duly authorized and validly issued and allotted and are fully paid; (y) have been offeredpaid and non-assessable. As of the date hereof, soldexcept as set forth above and except for shares of Common Stock issuable pursuant to the Company Options or Warrants outstanding as of the Measurement Date, transferred and issued in compliance with applicable Law; and (z) there are free and clear of any Liens. (b) The Company has not issued, granted, and is not otherwise bound by no outstanding or subject to any outstanding subscriptions, authorized options, warrants, rights or other securities (including debt securities) convertible, exercisable or exchangeable for Company Ordinary Shares, any other commitmentsrights, calls, conversion commitments, preemptive rights, rights subscriptions, claims of exchange any character, convertible or privilege (whether pre-emptiveexchangeable securities, contractual or by matter of Law), plans or other agreements of Contracts, contingent or otherwise, relating to Common Stock or any character providing for the issuance of additional shares, the sale of treasury shares capital stock or capital stock equivalent or other equity interestsnominal interest in the Company or any of its Subsidiaries which relate to the Company (collectively, “Company Equity Interests”) pursuant to which the Company or for the repurchase any of its Subsidiaries is or redemption may become obligated to issue or sell shares of shares its capital stock or other equity interests or any securities convertible into, or exchangeable for, or evidencing the right to subscribe for, any Company Equity Interests. There are no outstanding obligations of the Company or the value of which is determined by reference to shares or other equity interests of the Company, and there are no voting trusts, proxies or agreements of any kind which may obligate the Company to issue, purchase, register for salerepurchase, redeem or otherwise acquire any outstanding securities of the Company Ordinary Sharesor any Company Equity Interests. No bonds, debentures, notes or other indebtedness having the right to vote on any matters on which Company stockholders may vote are issued or outstanding as of the date hereof. (b) When issued in accordance with the terms of this Agreement, the Issued Shares to be issued to ILDE pursuant to Section 1.1(a) will be duly authorized, validly issued, fully paid and non-assessable free and clear of all Encumbrances (other than as imposed by federal or state securities laws).

Capitalization of the Company. (a) The authorized capital stock of the Company consists of 736,668 shares of No Par Common Stock and 491,112 shares of Class B Common Stock. As of the date of this Agreement, the (i) 709,827 shares of No Par Common Stock and 85,100 shares of Class B Common Stock, were issued and outstanding share capital outstanding, for a total of 794,927 Shares; and (ii) no Shares were held in the treasury of the Company consists of 325,332 Company Ordinary Shares. Set forth in Section 5.6 or by any of the Company Disclosure Letter is a trueSubsidiaries or Nonprofit Organizations. All outstanding Shares are duly authorized, correct validly issued, fully paid and complete list nonassessable, and are not subject to and were not issued in violation of each legal owner any preemptive or similar rights, purchase option, call, right of first refusal or similar rights. There are no rights or commitments (including rights to receive any interest in the Company Ordinary Shares in connection with the transactions contemplated hereby) or any other Equity Securities agreements of any character relating to dividend rights or to the sale, issuance or voting of or the granting of rights to acquire, any shares of capital stock or voting securities of the Company and Company, or any securities or obligations convertible into, exchangeable for or evidencing the number right to purchase any shares of Company Ordinary Shares capital stock or other Equity Securities held by each such holder as voting securities of the date hereof. Except as set forth in Section 5.6 of the Company Disclosure Letter or pursuant to the Permitted Activities Documents, as of the date hereof there are no other ordinary shares, preferred shares or other Equity Securities of the Company authorized, reserved for issuance, issued or outstanding. All of the issued and outstanding Company Shares (x) have been duly authorized and validly issued and allotted and are fully paid; (y) have been offered, sold, transferred and issued in compliance with applicable Law; and (z) are free and clear of any LiensCompany. (b) The Company has not issued, granted, and is not otherwise bound by or subject to There are no preemptive rights of any outstanding subscriptions, options, warrants, rights or other securities (including debt securities) convertible, exercisable or exchangeable for Company Ordinary Shareskind which obligate the Company, any other commitments, calls, conversion rights, rights Company Subsidiary or any Nonprofit Organization to issue or deliver any shares of exchange capital stock or privilege (whether pre-emptive, contractual or by matter of Law), plans or other agreements of any character providing for the issuance of additional shares, the sale of treasury shares or other equity interests, or for the repurchase or redemption of shares or other equity interests voting securities of the Company 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 value Company, any Company Subsidiary or any Nonprofit Organization, any shares of which is determined by reference to shares capital stock or other equity interests voting securities of the Company. The Company does not have outstanding any bonds, and there debentures, notes or other obligations the holders of which have the right to vote (or which are no voting trustsconvertible, proxies exchangeable or agreements exercisable for or into securities having the right to vote) with the shareholders of any kind which may obligate the Company to issue, purchase, register for sale, redeem or otherwise acquire on any Company Ordinary Sharesmatter.

Capitalization of the Company. (a) As of the date of this Agreement, the issued and outstanding authorized share capital of the Company consists is $50,000 divided into 5,000,000 shares of 325,332 Company Ordinary Sharespar value of $0.01 each. Set forth in Section 5.6 The number and class of securities (if applicable) of all of the Company Disclosure Letter is a true, correct issued and complete list of each legal owner of Company Ordinary Shares or other outstanding Equity Securities of the Company and the number of Company Ordinary Shares or other Equity Securities held by each such holder as of the date hereof. Except as of this Agreement are set forth in on Section 5.6 4.06(a) of the Company Disclosure Letter or pursuant to the Permitted Activities Documents, as of the date hereof there are no other ordinary shares, preferred shares or other Equity Securities of the Company authorized, reserved for issuance, issued or outstandingLetter. All of the issued and outstanding Equity Securities of the Company Shares (xi) have been duly authorized and validly issued and allotted and are fully paidpaid and non-assessable; (yii) have been offered, sold, transferred sold and issued in compliance with applicable Law, including Securities Laws, and all requirements set forth in (1) the Organizational Documents of the Company and (2) any other applicable Contracts governing the issuance of such Equity Securities; (iii) are not subject to, nor have they been issued in violation of, any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of any applicable Law, the Organizational Documents of the Company or any Contract to which the Company is a party or otherwise bound; and (ziv) are free and clear of any LiensLiens (other than restrictions arising under applicable Laws, the Company’s Organizational Documents and the Transaction Documents). (b) The Except as set forth in Section 4.06(a) or on Section 4.06(a) of the Company has not issuedDisclosure Letter, grantedas of the date hereof, and there are no outstanding Equity Securities or equity appreciation, phantom stock, profit participation, equity or equity-based rights or similar rights with respect to the Equity Securities of, or other equity or voting interest in, the Company. Except as set forth in the Organizational Documents of the Company, as of the date hereof (i) no Person is not otherwise bound by or subject entitled to any outstanding subscriptionspreemptive or similar rights to subscribe for Equity Securities of the Company, options, (ii) there are no warrants, rights or other securities (including debt securities) convertiblepurchase rights, exercisable or exchangeable for Company Ordinary Shares, any other commitments, callssubscription rights, conversion rights, exchange rights, calls, puts, rights of exchange first refusal or privilege (whether pre-emptive, contractual or by matter of Law), plans first offer or other agreements of any character providing for Contract that requires the issuance of additional sharesCompany to issue, the sale of treasury shares sell or other equity interestsotherwise cause to become outstanding or to acquire, or for the repurchase or redemption of shares redeem any Equity Securities or other equity interests of the Company securities convertible into or the value of which is determined by reference to shares or other equity interests exchangeable for Equity Securities of the Company, and (iii) there are no voting trustsoutstanding bonds, proxies debentures, notes or agreements other indebtedness of the Company having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matter for which the Company Shareholders may vote. (c) Except as set forth on Section 4.06(c) of the Company Disclosure Letter, (i) there are no declared but unpaid dividends or distributions in respect of any kind which may obligate Equity Securities of the Company and (ii) since December 31, 2020, through the date of this Agreement, the Company has not made, declared, set aside, established a record date for or paid any dividends or distributions. (d) The Company Ordinary Shares (including those to issuebe issued in respect of the Company Warrants), purchasewhen issued in accordance with the terms hereof, register for saleshall be duly authorized and validly issued, redeem fully paid and non-assessable and issued in compliance with all applicable Securities Laws and not subject to, and not issued in violation of, any Lien (other than restrictions arising under applicable Laws, the Company’s Organizational Documents and the Transaction Documents), purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of applicable Law, the Company’s Organizational Documents, or any Contract to which the Company is a party or otherwise acquire any Company Ordinary Sharesbound. (e) All contributions required to be made under the Joint Venture and Investment Agreement, dated April 27, 2018 (as amended, the “JVIA”), by and among Pangaea Two Acquisition Holdings XXIIB, Ltd. (“XXIIB”), Txx Hortons Restaurants International GmbH (“RBI”), and the other parties thereto (as amended) have been made in accordance with the terms thereof.

Capitalization of the Company. (a) As of the date of this Agreement, the issued and outstanding share The authorized capital stock of the Company consists of 325,332 (i) 200,000,000 shares of Company Ordinary SharesCommon Stock, and (ii) 1,000,000 shares of Preferred Stock, $0.01 par value per share (the “Company Preferred Stock”). Set forth in Section 5.6 As of the Company Disclosure Letter is a trueMeasurement Date, correct and complete list of each legal owner there were 82,746,933 shares of Company Ordinary Shares or other Equity Securities Common Stock issued and outstanding and no shares of Company Preferred Stock issued and outstanding. As of the Measurement Date, no shares of Company Common Stock were reserved for issuance except for 8,897,647 shares of Company Common Stock that were reserved for issuance upon the exercise of outstanding options and warrants (the “Company Options or Warrants”). Between the Measurement Date and the number date hereof, the Company has not issued any shares of Company Ordinary Shares Common Stock (other than pursuant to (x) the exercise of Company Options or other Equity Securities held by each such holder Warrants outstanding as of the date hereof. Except as set forth in Section 5.6 of Measurement Date and (y) the Existing Stock Purchase Agreement) or awarded any Company Disclosure Letter Options or pursuant to the Permitted Activities Documents, as of the date hereof there are no other ordinary shares, preferred shares or other Equity Securities of the Company authorized, reserved for issuance, issued or outstandingWarrants. All of the issued and outstanding shares of Company Shares (x) Common Stock have been duly authorized and validly issued and allotted and are fully paid; (y) have been offeredpaid and non-assessable. As of the date hereof, soldexcept as set forth above and except for shares of Company Common Stock issuable pursuant to the Company Options or Warrants outstanding as of the Measurement Date, transferred and issued in compliance with applicable Law; and (z) there are free and clear of any Liens. (b) The Company has not issued, granted, and is not otherwise bound by no outstanding or subject to any outstanding subscriptions, authorized options, warrants, rights or other securities (including debt securities) convertible, exercisable or exchangeable for Company Ordinary Shares, any other commitmentsrights, calls, conversion commitments, preemptive rights, rights subscriptions, claims of exchange any character, convertible or privilege (whether pre-emptiveexchangeable securities, contractual or by matter of Law), plans or other agreements of Contracts, contingent or otherwise, relating to the Company Common Stock or any character providing for the issuance of additional shares, the sale of treasury shares capital stock or capital stock equivalent or other equity interestsnominal interest in the Company or any of its Subsidiaries (collectively, “Company Equity Interests”) pursuant to which the Company or for the repurchase any of its Subsidiaries is or redemption may become obligated to issue or sell shares of shares its capital stock or other equity interests or any securities convertible into, or exchangeable for, or evidencing the right to subscribe for, any Company Equity Interests. There are no outstanding obligations of the Company or the value of which is determined by reference to shares or other equity interests of the Company, and there are no voting trusts, proxies or agreements of any kind which may obligate the Company to issue, purchase, register for salerepurchase, redeem or otherwise acquire any outstanding securities of the Company Ordinary Sharesor any Company Equity Interests. No bonds, debentures, notes or other indebtedness having the right to vote on any matters on which Company stockholders may vote are issued or outstanding as of the date hereof. (b) When issued in accordance with the terms of this Agreement, the shares of Company Common Stock to be issued to ILDE pursuant to Sections 1.1 and 1.5 will be duly authorized, validly issued, fully paid and non-assessable and free and clear of all Liens (other than as imposed by federal or state securities Laws).

Capitalization of the Company. (a) As of the date of this Agreement, the issued and outstanding share authorized capital stock of the Company consists of 325,332 Company Ordinary Shares. Set forth in Section 5.6 of the Company Disclosure Letter is a true, correct and complete list of each legal owner (x) 500,000,000 shares of Company Ordinary Shares or other Equity Securities Common Stock, of the Company which 1,000 shares are issued and the number of Company Ordinary Shares or other Equity Securities held by each such holder outstanding as of the date hereof. Except as set forth in Section 5.6 of the Company Disclosure Letter or pursuant to the Permitted Activities Documentsthis Agreement, as of the date hereof and there are no other ordinary shares, preferred shares or other Equity Securities authorized equity interests of the Company authorized, reserved for issuance, that are issued or and outstanding. All of the issued and outstanding shares of Company Shares Common Stock (xi) have been duly authorized and validly issued and allotted and are fully paidpaid and non-assessable; (yii) have been offered, sold, transferred sold and issued in compliance in all material respects with applicable Law, including federal and state securities Laws, and all requirements set forth in (1) the Governing Documents of the Company and (2) any other applicable Contracts governing the issuance of such securities; (iii) are not subject to, nor have they been issued in violation of, any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of any applicable Law, the Governing Documents of the Company or any Contract to which the Company is a party or otherwise bound; and (ziv) are free and clear of any Liens. (b) The Company has not issued, granted, and is not otherwise bound by or subject to granted any outstanding subscriptions, stock options, stock appreciation rights, restricted stock, restricted stock units, other equity or equity-based awards, warrants, rights or other securities (including debt securities) convertible, exercisable convertible into or exchangeable or exercisable for shares of Company Ordinary SharesCommon Stock, any other commitments, calls, conversion rights, rights of exchange or privilege (whether pre-emptive, contractual or by matter of Law), plans or other agreements of any character providing for the issuance of additional shares, the sale of treasury shares or other equity interests, or for the repurchase or redemption of shares or other equity interests of the Company or the value of which is determined by reference to shares or other equity interests of the Company, and there are no voting trusts, proxies or agreements of any kind which may obligate the Company to issue, purchase, register for sale, redeem or otherwise acquire any shares of Company Ordinary SharesCapital Stock.

Capitalization of the Company. (a) As Immediately after the effective time of the date Share Exchange (but before the closing of this AgreementOffering), the issued and outstanding share authorized capital stock the capitalization of the Company consists will consist of 325,332 Company Ordinary Shares100,000,000 shares of Common Stock, $0.001 par value per share and 10,000,000 shares of “blank check” Preferred Stock, par value $0.001 per share. Set forth in Section 5.6 Of the authorized capital stock of the Company Disclosure Letter is a trueCompany, correct and complete list of each legal owner of Company Ordinary Shares or other Equity Securities immediately after the effective time of the Company and Share Exchange (taking into account the number cancellation of Company Ordinary Shares or other Equity Securities held by each such holder as 3,025,000 shares of the date hereofCompany’s outstanding Common Stock, but before the closing of this Offering), there will be outstanding 2,375,000 shares of Common Stock, no warrants to purchase shares of Common Stock (excluding warrants to be issued to the Placement Agent as described in the Offering Documents), and no options to purchase shares of Common Stock. Except as set forth disclosed in Section 5.6 of the Company Disclosure Letter SEC Reports or pursuant to the Permitted Activities Offering Documents, as of the date hereof there are no other ordinary sharesadditional outstanding options, preferred warrants, script rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities, rights or obligations convertible into or exchangeable for, or giving any person any right to subscribe for or acquire from the Company, any shares of Common Stock, or contracts, commitments, understandings or arrangements by which the Company or any subsidiary is or may become bound to issue additional shares of Common Stock, or securities or rights convertible or exchangeable into shares of Common Stock. Except as described in the Offering Documents, the issuance and sale of the Shares will not obligate the Company to issue shares of Common Stock or other Equity Securities securities to any person (other than the Subscribers) and will not result in a right of any holder of Company securities to adjust the exercise, conversion, exchange or reset price under such securities. The shares of the Company authorized, reserved for issuance, issued or outstanding. All Company’s capital stock outstanding immediately after the effective time of the issued and outstanding Company Shares Share Exchange (xbut before the closing of the Offering) have been are or will be duly authorized and validly issued and allotted are or will be fully paid and are fully paid; (y) have been offered, sold, transferred and issued in compliance with applicable Law; and (z) are free and clear nonassessable. None of any Liens. (b) The Company has not issued, granted, and is not otherwise bound by the outstanding shares of Common Stock or subject to any outstanding subscriptions, options, warrants, or rights or other securities (including debt securities) convertible, exercisable or exchangeable for Company Ordinary Shares, any other commitments, calls, conversion rights, entitling the holders to acquire Common Stock has been issued in violation of the preemptive rights of exchange or privilege (whether pre-emptive, contractual or by matter of Law), plans or other agreements of any character providing for the issuance of additional shares, the sale of treasury shares or other equity interests, or for the repurchase or redemption of shares or other equity interests of the Company or the value of which is determined by reference to shares or other equity interests security holder of the Company. No holder of any of the Company’s securities has any rights, “demand,” “piggy-back” or otherwise, to have such securities registered by reason of the intention to file, filing or effectiveness of the Registration Statement (as defined below), except as contemplated by the Exchange Agreement. The Shares to be issued to the Subscriber have been duly authorized, and there are no voting trustswhen issued and paid for in accordance with this Subscription Agreement, proxies or agreements of any kind which may obligate the Company to issueCommon Stock will be duly and validly issued, purchasefully paid and non-assessable will be duly and validly issued, register for sale, redeem or otherwise acquire any Company Ordinary Sharesfully paid and non-assessable.

Capitalization of the Company. (a) As of the approximate date hereof, the authorized capital stock of the Company consists of: (i) 250,000,000 shares of Common Stock, $0.001 par value per share, of which approximately 100,000,000 shares are issued and outstanding, of which 51,000,000 will be cancelled and 3,500,000 will be issued under this agreement and a further 7,500,000 under the second acquisition for a revised total of 60,000,000 shares to be issued and outstanding. Except as disclosed in the SEC Documents or in the Schedules, no shares of Common Stock are subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the Company. Except as disclosed in the SEC Documents no shares are reserved for issuance pursuant to the Company’s stock option plans, no shares are reserved for issuance pursuant to securities. All of such outstanding shares of capital stock are, or upon issuance will be, duly authorized, validly issued, fully paid and non-assessable. No shares of capital stock of the Company are subject to preemptive rights or any other similar rights of the investors of the Company or any liens or encumbrances imposed through the actions or failure to act of the Company. Except as disclosed in SEC documents, as of the effective date of this Agreement, the issued and (i) there are no outstanding share options, warrants, scrip, rights to subscribe for, puts, calls, rights of first refusal, agreements, understandings, claims or other commitments or rights of any character whatsoever relating to, or securities or rights convertible into or exchangeable for any shares of capital stock of the Company consists or any of 325,332 its Subsidiaries, or arrangements by which the Company Ordinary Shares. Set forth in Section 5.6 or any of its Subsidiaries is or may become bound to issue additional shares of capital stock of the Company Disclosure Letter or any of its Subsidiaries, (ii) there are no agreements or arrangements under which the Company or any of its Subsidiaries is a trueobligated to register the sale of any of its or their securities under the 1933 Act and (iii) there are no anti-dilution or price adjustment provisions contained in any security issued by the Company (or in any agreement providing rights to security holders) that will be triggered by the issuance of the Note or the Conversion Shares. The Company has furnished to the Buyer true and correct copies of the Company’s Certificate of Incorporation as in effect on the date hereof (“Certificate of Incorporation”), correct the Company’s By-laws, as in effect on the date hereof (the “By-laws”), and complete list the terms of each legal owner of Company Ordinary Shares all securities convertible into or other Equity Securities exercisable for Common Stock of the Company and the number of Company Ordinary Shares or other Equity Securities held by each such holder as material rights of the date hereof. Except as set forth holders thereof in Section 5.6 of the Company Disclosure Letter or pursuant to the Permitted Activities Documents, as of the date hereof there are no other ordinary shares, preferred shares or other Equity Securities of the Company authorized, reserved for issuance, issued or outstanding. All of the issued and outstanding Company Shares (x) have been duly authorized and validly issued and allotted and are fully paid; (y) have been offered, sold, transferred and issued in compliance with applicable Law; and (z) are free and clear of any Liensrespect thereto. (b) The Company has not issued, granted, and is not otherwise bound by or subject to any outstanding subscriptions, options, warrants, rights or other securities (including debt securities) convertible, exercisable or exchangeable for Company Ordinary Shares, any other commitments, calls, conversion rights, rights of exchange or privilege (whether pre-emptive, contractual or by matter of Law), plans or other agreements of any character providing for the issuance of additional shares, the sale of treasury shares or other equity interests, or for the repurchase or redemption of shares or other equity interests of the Company or the value of which is determined by reference to shares or other equity interests of the Company, and there are no voting trusts, proxies or agreements of any kind which may obligate the Company to issue, purchase, register for sale, redeem or otherwise acquire any Company Ordinary Shares.

Capitalization of the Company. (a) As of the date of this Agreement, the issued and outstanding The registered share capital of the Company consists amounts to nominal Euro one hundred eight thousand Euros (€108,000) and is divided into the shares as indicated on Exhibit A of 325,332 Company Ordinary Sharesthe Disclosure Schedule. Set On the date hereof, the Company’s share capital is held of record and beneficially by the persons with the addresses of record and in the amounts set forth in Section 5.6 Exhibit A of the Disclosure Schedule. All outstanding Shares are duly authorized, validly issued and fully paid and, with the exception of the preemptive rights set forth in the Articles of Incorporation of the Company Disclosure Letter which preemptive rights have been waived pursuant to Section 1.2(b), are not subject to preemptive rights created by statute, Articles of Incorporation, Bylaws or Shareholders’ Agreement, any agreement to which the Company or any Shareholder is a trueparty or by which the Company or any Shareholder is bound or otherwise, correct and complete list which has not been waived. (b) Other than the Shares set forth in Exhibit A, there are not outstanding (i) any options, warrants, rights of each legal owner of Company Ordinary Shares first refusal, or other Equity Securities rights to purchase from the Company any Shares, capital stock or other securities of the Company, (ii) any securities, notes or other indebtedness convertible into or exchangeable for Shares, capital stock or securities, (iii) any other commitments or rights of any kind for the Company or the Shareholders to issue additional shares, capital stock, options, warrants or other securities or (iv) any equity equivalent or other ownership interests in the Company or similar rights such as subparticipation rights or trust arrangements. The extract from the Commercial Register of the Company and attached to this Deed as on Exhibit C shows completely and accurately all items requiring registration in the number of Company Ordinary Shares or other Equity Securities held by each such holder Commercial Register as of the date hereof. Except as set forth No Shareholder resolutions have been passed requiring any amendment of the entries in Section 5.6 the Commercial Register. (c) The contributions to the share capital of the Company Disclosure Letter have not been paid back (in full or pursuant in part) to the Permitted Activities Documents, as of the date hereof there any Shareholder (neither openly nor concealed). There are no other ordinary shares, preferred shares outstanding rights or other Equity Securities obligations of the Company authorized, reserved for issuance, issued or outstanding. All of the issued and outstanding Company Shares (x) have been duly authorized and validly issued and allotted and are fully paid; (y) have been offered, sold, transferred and issued in compliance with applicable Law; and (z) are free and clear of any Liens. (b) The Company has not issued, granted, and is not otherwise bound by or subject to any outstanding subscriptions, options, warrants, rights or other securities (including debt securities) convertible, exercisable or exchangeable for Company Ordinary Shares, any other commitments, calls, conversion rights, rights of exchange or privilege (whether pre-emptive, contractual or by matter of Law), plans or other agreements of any character providing for the issuance of additional shares, the sale of treasury shares or other equity interests, or for the repurchase or redemption of shares or other equity interests of the Company or the value of which is determined by reference to shares or other equity interests of the Company, and there are no voting trusts, proxies or agreements of any kind which may obligate the Company to issue, purchase, register for salerepurchase, redeem or otherwise acquire any securities of the Company Ordinary or other securities referred to in Section 3.2(b). There are no shareholder agreements, voting trusts or other agreements or understandings to which the Company or any Shareholder is a party or by which it is bound relating to the voting or registration of any Shares. All of the rights and obligations of the Shareholders are fully and exclusively contained in the Articles of Incorporation and Bylaws, as presently in force as disclosed to Buyer.

Capitalization of the Company. (a) Immediately prior to the date of this Agreement, the authorized capital stock of the Company consisted of 350,000,000 shares of Common Stock, of which 83,895,354 shares are issued and outstanding, and 5,000,000 shares of preferred stock, par value $0.001 per share, of which 2,070,000 shares of convertible preferred stock are issued and outstanding. As of the date of this Agreement, the Company has not, and as of the Closing, the Company will not have, issued any capital stock since its most recently filed periodic report under the Exchange Act, other than (a) pursuant to any equity compensation or stock purchase plan that has been approved by the Company’s Board of Directors and outstanding share capital stockholders, (b) pursuant to the conversion or exercise of Common Stock Equivalents, (c) in connection with bona fide business acquisitions by the Company or any of its subsidiaries, whether by merger, consolidation, sale of assets, sale or exchange of stock or otherwise, each as approved by the Company’s Board of Directors, and (d) in connection with bona fide commercial relationships of the Company consists of 325,332 Company Ordinary Shares. Set forth in Section 5.6 of or its subsidiaries, as long as any such issuance is not primarily intended to provide the Company Disclosure Letter is a truewith equity financing. No Person has any right of first refusal, correct and complete list preemptive right, right of each legal owner of Company Ordinary Shares participation, or other Equity Securities of any similar right to participate in the Company and the number of Company Ordinary Shares or other Equity Securities held transactions contemplated by each such holder as this Agreement. As of the date hereof. Except of this Agreement, except as set forth in Section 5.6 the SEC Reports or as otherwise disclosed to the Purchaser in writing immediately prior to its execution of this Agreement, there are no outstanding options, warrants, script rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities, rights or obligations convertible into or exercisable or exchangeable for, or giving any Person any right to subscribe for or acquire, any shares of Common Stock, or contracts, commitments, understandings or arrangements by which the Company or any subsidiary is or may become bound to issue additional shares of Common Stock or Common Stock Equivalents. The issuance and sale of the Investment Shares will not obligate the Company to issue shares of Common Stock or other securities of the Company Disclosure Letter to any Person (other than the Purchaser) and will not result in a right of any holder of Company securities to adjust the exercise, conversion, exchange or pursuant to the Permitted Activities Documents, as reset price under any of the date hereof there are no other ordinary shares, preferred shares or other Equity Securities of the Company authorized, reserved for issuance, issued or outstandingsuch securities. All of the issued outstanding shares of capital stock of the Company are validly issued, fully paid and outstanding Company Shares (x) nonassessable, have been duly authorized and validly issued and allotted and are fully paid; (y) have been offered, sold, transferred and issued in compliance in all material respects with applicable Law; all federal and (z) are free state securities Laws, and clear none of such outstanding shares was issued in violation of any Liens. (b) The Company has not issued, granted, and is not otherwise bound by or subject to any outstanding subscriptions, options, warrants, preemptive rights or other securities (including debt similar rights to subscribe for or purchase securities) convertible, exercisable . No further approval or exchangeable for Company Ordinary Shares, any other commitments, calls, conversion rights, rights of exchange or privilege (whether pre-emptive, contractual or by matter of Law), plans or other agreements authorization of any character providing stockholder or the Board is required for the issuance of additional shares, the and sale of treasury shares the Investment Shares. There are no stockholders agreements or other equity interests, or for voting agreements with respect to the repurchase or redemption of shares or other equity interests of Company’s capital stock to which the Company or the value of which is determined by reference to shares or other equity interests of the Company, and there are no voting trusts, proxies or agreements of any kind which may obligate the Company to issue, purchase, register for sale, redeem or otherwise acquire any Company Ordinary Sharesa party.

Capitalization of the Company. (a) As The authorized, issued and outstanding shares of capital stock of the date Company are as set forth in the Time of Sale Prospectus and the Prospectus under the caption “Capitalization” (except for subsequent issuances, if any, pursuant to this Agreement, pursuant to reservations, agreements or employee benefit plans referred to in the issued Time of Sale Prospectus and outstanding share the Prospectus or pursuant to the exercise, redemption, or exchange of convertible or exchangeable securities, options or warrants referred to in the Time of Sale Prospectus and the Prospectus, including OP Units (including any “LTIP units” in the Operating Partnership)). The authorized capital stock of the Company consists conforms as to legal matters to the description thereof contained in each of 325,332 Company Ordinary Sharesthe Registration Statement, the Time of Sale Prospectus and the Prospectus. Set forth in Section 5.6 The shares of capital stock of the Company Disclosure Letter is a truehave been duly authorized and are validly issued, correct fully paid and complete list non‑assessable. None of each legal owner the outstanding shares of capital stock of the Company Ordinary Shares were issued in violation of the preemptive or other Equity Securities similar rights of any securityholder of the Company. The certificates, if any, to be used to evidence the Common Stock, including the Shares, will, at the Closing Date, be in due and proper form and will comply in all material respects with all applicable legal requirements, including the requirements of Maryland law, the charter and bylaws of the Company and the number of Company Ordinary Shares or other Equity Securities held by each such holder as of New York Stock Exchange (the date hereof“NYSE”). Except as set forth disclosed in Section 5.6 the Registration Statement, the Time of Sale Prospectus and the Company Disclosure Letter or pursuant to the Permitted Activities DocumentsProspectus, as (i) no shares of the date hereof Common Stock are reserved for any purpose, (ii) there are no other ordinary shares, preferred shares or other Equity Securities of the Company authorized, reserved for issuance, issued or outstanding. All of the issued and outstanding Company Shares (x) have been duly authorized and validly issued and allotted and are fully paid; (y) have been offered, sold, transferred and issued in compliance with applicable Law; and (z) are free and clear of any Liens. (b) The Company has not issued, granted, and is not otherwise bound by or subject to any outstanding subscriptions, options, warrants, rights or other securities (including debt securities) convertible, exercisable convertible into or exchangeable for Company Ordinary Shares, Common Stock or any other commitments, calls, conversion rights, rights of exchange or privilege (whether pre-emptive, contractual or by matter of Law), plans or other agreements of any character providing for the issuance of additional shares, the sale of treasury shares or other equity interests, or for the repurchase or redemption of shares or other equity ownership interests of the Company Common Stock, and (iii) there are no outstanding options, rights (preemptive or the value otherwise) or warrants to purchase or subscribe for shares of which is determined by reference to shares Common Stock or any other equity ownership interests of the Company, and there are no voting trusts, proxies or agreements of any kind which may obligate the Company to issue, purchase, register for sale, redeem or otherwise acquire any Company Ordinary Shares.

Capitalization of the Company. The Company's authorized capital stock consists solely of (a) 20,000,000 shares of common stock, $0.10 par value per share ("Company Common Stock") and (b) 5,000,000 shares of preferred stock, no par value per share ("Company Preferred Stock"). As of June 30, 1997, (i) 9,466,486 shares of Company Common Stock were issued and outstanding, (ii) 450,000 shares of Company Common Stock were issuable upon the exercise or conversion of outstanding options, warrants or convertible securities granted or issuable (on a contingent basis or otherwise) by the Company, and (iii) no shares of Company Preferred Stock were issued and outstanding. Since June 30, 1997, the Company has not issued any shares of its capital stock except upon the exercise of such options, warrants or convertible securities. Each outstanding share of Company capital stock is duly authorized and validly issued, fully paid and nonassessable and free of any preemptive rights. As of the date of this Agreementhereof, the issued and outstanding share capital of other than as set forth above, in the Company consists of 325,332 Company Ordinary Shares. Set forth SEC Documents (as defined in Section 5.6 of 4.7) or in Section 4.4 to the Company Disclosure Letter is a trueSchedule, correct and complete list of each legal owner of Company Ordinary Shares or other Equity Securities of the Company and the number of Company Ordinary Shares or other Equity Securities held by each such holder as of the date hereof. Except as set forth in Section 5.6 of the Company Disclosure Letter or pursuant to the Permitted Activities Documents, as of the date hereof there are no other ordinary shares, preferred outstanding shares of capital stock or other Equity Securities of the Company authorized, reserved for issuance, issued or outstanding. All of the issued and outstanding Company Shares (x) have been duly authorized and validly issued and allotted and are fully paid; (y) have been offered, sold, transferred and issued in compliance with applicable Law; and (z) are free and clear of any Liens. (b) The Company has not issued, granted, and is not otherwise bound by or subject to any outstanding subscriptions, options, warrants, rights puts, calls, agreements, understandings, claims or other commitments or rights of any type relating to the issuance, sale or transfer by the Company of any securities (including debt securities) convertibleof the Company, exercisable nor are there outstanding any securities which are convertible into or exchangeable for any shares of capital stock of the Company; and the Company Ordinary Shares, any other commitments, calls, conversion rights, rights of exchange or privilege (whether pre-emptive, contractual or by matter of Law), plans or other agreements has no obligation of any character providing kind to issue any additional securities or to pay for the issuance of additional shares, the sale of treasury shares or other equity interests, or for the repurchase or redemption of shares or other equity interests securities of the Company or any predecessor. The Company has no outstanding bonds, debentures, notes or other similar obligations the value holders of which is determined by reference have the right to shares or other equity interests vote generally with holders of the Company, and there are no voting trusts, proxies or agreements of any kind which may obligate the Company to issue, purchase, register for sale, redeem or otherwise acquire any Company Ordinary SharesCommon Stock.

Capitalization of the Company. (a) As of the date of this Agreement, the Company’s authorized capital stock consisted solely of 10,000,000 shares of Company Common Stock, of which (i) 6,777,223 shares were issued and outstanding (of which 31,350 shares were held in treasury), (ii) 893,570 shares were reserved for issuance upon the exercise of outstanding Company Stock Options, and (iii) no shares were reserved for future issuance under other option, warrant or conversion agreements or arrangements. Each outstanding share capital of the Company consists Common Stock is duly authorized and validly issued, fully paid and non-assessable, and has not been issued in violation of 325,332 Company Ordinary Sharesany preemptive or similar rights. Set Other than as set forth in Section 5.6 the first sentence of this section and in the Option Schedule (as defined below) and the Company’s obligations under the Rights Agreement, dated as of January 18, 2011 (the “Rights Agreement”), between the Company and Registrar and Transfer Company, as rights agent, and the Rights (as defined in the Rights Agreement) issued thereunder, there are no outstanding subscriptions, options, warrants, puts, calls, agreements, understandings, claims or other commitments or rights of any type relating to the issuance, sale, repurchase or transfer by the Company of any securities of the Company, nor are there outstanding any securities which are convertible into or exchangeable for any shares of the Company Disclosure Letter is a trueCommon Stock, correct and complete list neither the Company nor any of each legal owner its subsidiaries has any obligation of Company Ordinary Shares any kind to issue any additional securities or other Equity Securities to pay for or repurchase any securities of the Company and the number of Company Ordinary Shares or other Equity Securities held by each such holder as of the date hereofany predecessor. Except as set forth in Section 5.6 5.4 of the Company Disclosure Letter or pursuant to the Permitted Activities DocumentsSchedule, as of the date hereof there are no other ordinary shares, preferred shares or other Equity Securities subsidiary of the Company authorized, reserved for issuance, issued or outstandingowns any shares of Company Common Stock and no shares of Company Common Stock are held in treasury. All of the issued and outstanding capital stock of each subsidiary of the Company Shares (x) have been duly authorized and validly issued and allotted and are fully paid; (y) have been offeredis owned by the Company, solddirectly or indirectly, transferred and issued in compliance with applicable Law; and (z) are free and clear of any Liens. (b) lien, limitation or restriction. The issuance and sale of all of the shares of capital stock described in this Section 5.4 have been in compliance in all material respects with federal and state securities laws. The Company has not issuedpreviously delivered to Parent a certified schedule (the “Option Schedule”) accurately setting forth as of the date of this Agreement the names of all holders of options to purchase the Company Common Stock, grantedthe number of shares of each class issuable to each such holder upon exercise of such option, and is not otherwise bound by or subject the exercise price and vesting schedule with respect to those options. The Company has no existing agreements to register any outstanding subscriptions, options, warrants, rights or other securities (including debt securities) convertible, exercisable or exchangeable for Company Ordinary Shares, any other commitments, calls, conversion rights, rights of exchange or privilege (whether pre-emptive, contractual or by matter of Law), plans or other agreements of any character providing for the issuance of additional shares, the sale of treasury shares or other equity interests, or for the repurchase or redemption of shares or other equity interests of the Company under the Securities Act or the value of which is determined by reference under any state securities law or granted registration rights to shares any person or other equity interests of the Company, and there are no voting trusts, proxies or agreements of any kind which may obligate the Company to issue, purchase, register for sale, redeem or otherwise acquire any Company Ordinary Sharesentity.

Capitalization of the Company. (a) As of the date of this Agreement, the issued and outstanding share The authorized ----------------------------- capital stock of the Company consists of 325,332 Company Ordinary Shares. Set forth in Section 5.6 250 shares of the Company Disclosure Letter is a trueCommon Stock, correct par value $4.00 per share, of which 250 shares are validly issued and complete list of each legal owner of Company Ordinary Shares or other Equity Securities of the Company and the number of Company Ordinary Shares or other Equity Securities held by each such holder as of the date hereof. Except as set forth in Section 5.6 of the Company Disclosure Letter or pursuant to the Permitted Activities Documents, as of the date hereof there are no other ordinary shares, preferred shares or other Equity Securities of the Company authorized, reserved for issuance, issued or outstanding. All of The Shares constitute all the issued and outstanding Company Shares (x) capital stock of the Company, have been duly authorized and validly issued issued, are fully paid and allotted nonassessable and are fully paid; (y) have been offeredowned by Seller, soldand when transferred at the Closing will be, transferred and issued in compliance with applicable Law; and (z) are free and clear of any Liens. (b) The Encumbrances, other than such Encumbrances which were incurred by Purchaser or caused to be incurred by the Company has not issued, granted, and is not otherwise bound or its Subsidiary by Purchaser as a result of the transactions contemplated by this Agreement. There are no preemptive or subject to any other outstanding subscriptionsrights, options, warrants, rights conversion rights, stock appreciation rights, redemption rights, agreements, arrangements or commitments to issue or sell any shares of capital stock or other securities (including debt securities) convertible, exercisable or exchangeable for Company Ordinary Shares, any other commitments, calls, conversion rights, rights of exchange or privilege (whether pre-emptive, contractual or by matter of Law), plans or other agreements of any character providing for the issuance of additional shares, the sale of treasury shares or other equity interests, or for the repurchase or redemption of shares or other equity interests of the Company or the value of which is determined by reference any securities or obligations convertible or exchangeable into or exercisable for, or giving any Person a right to shares subscribe for or other equity interests acquire, any securities of the Company, and there no securities or obligations evidencing such rights are no voting trustsauthorized, proxies issued or agreements outstanding. The Company does not have outstanding any bonds, debentures, notes or other obligations the holders of any kind which may obligate 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. The Company has the power and authority to issueown or lease its assets and to carry on its business substantially as it is now being conducted, purchaseand is duly qualified as a foreign corporation to do business, register for saleand is in good standing, redeem in each jurisdiction where the ownership or otherwise acquire any Company Ordinary Sharesoperation of its properties and assets or the conduct of its business requires such qualification, except where the failure to be so qualified would not be reasonably likely to have a Material Adverse Effect.

Capitalization of the Company. (a) As The Company's authorized capital stock consists solely of 100,000,000 authorized shares of Common Stock, of which 28,470,430 shares were issued and outstanding as of the date hereof; and 200 shares of this AgreementPreferred Stock, the par value $.01 per share, of which, 28 shares, designated as Series A 12% Cumulative Convertible Redeemable Preferred Stock, stated value $50,000 per share, were issued and outstanding share capital of the Company consists of 325,332 Company Ordinary Shares. Set forth in Section 5.6 of the Company Disclosure Letter is a true, correct and complete list of each legal owner of Company Ordinary Shares or other Equity Securities of the Company and the number of Company Ordinary Shares or other Equity Securities held by each such holder as of the date hereof. Except as set forth in Section 5.6 No shares of the Company Disclosure Letter or pursuant to the Permitted Activities DocumentsCompany's capital stock are held as treasury shares. In addition, as of the date hereof there are no other ordinary shares, preferred 39,428,429 shares of Common Stock were reserved for issuance upon the exercise or other Equity Securities conversion of outstanding securities of the Company. Except as set forth on Schedule 2.5, the Company authorized, does not have (i) any shares of Common Stock or Preferred Stock reserved for issuance, issued or outstanding. All of the issued and outstanding Company Shares (xii) have been duly authorized and validly issued and allotted and are fully paid; (y) have been offered, sold, transferred and issued in compliance with applicable Law; and (z) are free and clear of any Liens. (b) The Company has not issued, granted, and is not otherwise bound by or subject to any outstanding subscriptionsoption, optionswarrant, warrantsright, rights call or other commitment relating to its capital stock or any outstanding securities (including debt securities) convertible, exercisable or obligations convertible into or exchangeable for, or giving any person any right to subscribe for Company Ordinary Sharesor acquire from it, any other commitmentsshares of its capital stock (collectively, calls, conversion rights, rights of exchange or privilege (whether pre-emptive, contractual or by matter of Law"Company Securities"), plans or other agreements of any character providing for the issuance of additional shares, the sale of treasury shares or other equity interests, or for the repurchase or redemption of shares or other equity interests . There are no outstanding obligations of the Company or the value of which is determined by reference to shares or other equity interests of the Company, and there are no voting trusts, proxies or agreements of any kind which may obligate the Company to issue, purchase, register for salerepurchase, redeem or otherwise acquire any Company Ordinary SharesSecurities. There are no pre-emptive or other subscription rights with respect to any shares of the Company's capital stock or any securities convertible into or exchangeable for shares of the Company's capital stock and all of the issued and outstanding shares of capital stock of the Company have been duly authorized, validly issued, are fully paid and are nonassessable. All of the Company's outstanding securities were offered, issued, sold and delivered by the Company in compliance with all applicable state and federal securities laws. None of such securities were issued in violation of any pre-emptive or subscription rights of any person.

Capitalization of the Company. (a) As Section 5.2(a) of the date Disclosure Letter sets forth a true, complete and accurate list of this Agreementthe authorized, the issued and outstanding share capital of Equity Securities in the Company consists of 325,332 Company Ordinary Shares. Set forth in Section 5.6 of the Company Disclosure Letter is a true, correct and complete list of each legal owner of Company Ordinary Shares or other Equity Securities of the Company and the number of Company Ordinary Shares or other Equity Securities held by each such holder as of the date hereof. Except as set forth in Section 5.6 The Seller owns of record, and has good and valid title to, all of the Company Disclosure Letter or pursuant to the Permitted Activities Documents, as issued and outstanding Equity Securities of the date hereof Company, free and clear of all Encumbrances (other than Encumbrances that are to be released in connection with the Closing) or any restrictions on transfer (other than any restrictions on transfer imposed under federal and state securities Laws). (b) Other than the Purchased Interests, there are no other ordinary shares, preferred shares or other Equity Securities of the Company authorized, issued, allotted, reserved for issuance, sale or allotment or outstanding, and there are no preemptive or other outstanding rights, options, warrants, convertible or exchangeable securities, subscriptions, redemption rights, repurchase rights, calls or commitments or other agreements, arrangements or commitments of any character whatsoever, relating to the Equity Securities of the Company, or any other Equity Securities or obligations convertible or exchangeable into or exercisable for, or giving any Person a right to subscribe for or acquire, any Equity Securities of the Company, and no Equity Securities evidencing such rights are issued or outstanding. There are no outstanding or authorized stock appreciation, phantom stock, profit interest or participation or similar rights with respect to the Equity Securities of, or other equity or voting interest in, the Company. The Company does not have any authorized or outstanding bonds, debentures, notes or other Indebtedness the holders of which have the right to vote (or convertible into, exchangeable for, or evidencing the right to subscribe for or acquire Equity Securities having the right to vote) with the members of the Company on any matter. There are no outstanding Contracts of the Company Group (i) restricting the transfer of, (ii) affecting the voting rights of, (iii) requiring the repurchase, redemption, acquisition or disposition of, or containing any right of first refusal with respect to, (iv) requiring the registration for sale of or (v) granting any preemptive or anti-dilutive rights with respect to, any of the Equity Securities of the Company Group. There are no revocable or irrevocable proxies and no voting agreements with respect to any Equity Securities of the Company, in each case, to the extent such concepts are applicable. No Person has any right of first offer, right of first refusal or preemptive right in connection with any future offer, sale or issuance of any Equity Securities of the Company. (c) All of the issued and outstanding Equity Securities of the Company Shares (xi) have been are duly authorized authorized, validly issued, fully paid and, if applicable, non-assessable, (ii) were issued in material compliance with all applicable Laws and validly issued Contracts and allotted the Organizational Documents of the Company and are fully paid; (yiii) have been were not offered, sold, transferred and sold or issued in compliance with applicable Law; and (z) are free and clear violation of any Liens. (b) The Company has not issued, granted, and is not otherwise bound by or subject to any outstanding subscriptions, options, warrants, rights or other securities (including debt securities) convertible, exercisable or exchangeable for Company Ordinary Shares, any other commitments, calls, conversion preemptive rights, rights of exchange first offer or privilege rights of first refusal (whether pre-emptive, contractual or by matter of Lawsimilar rights), plans or other agreements of any character providing for the issuance of additional shares, the sale of treasury shares or other equity interests, or for the repurchase or redemption of shares or other equity interests . (d) No member of the Company Group is in the process of liquidation or the value of which dissolution under bankruptcy or similar laws, and no action or request is determined by reference pending to shares or other equity interests declare any member of the CompanyCompany Group insolvent, to adjudicate bankruptcy, to grant a moratorium or a suspension of payments or to dissolve or liquidate any member of the Company Group. No member of the Company Group is subject to the Dutch statutory regime with respect to large companies (structure regime), whether full or mitigated, on a voluntary or compulsory basis, and there no filings in respect thereof have been made or are no voting trusts, proxies or agreements of any kind which may obligate the Company required to issue, purchase, register for sale, redeem or otherwise acquire any Company Ordinary Sharesbe made.

Capitalization of the Company. (a) As Schedule 4.3(a) sets forth all of the date of this Agreement, the issued and outstanding share Member Interests and all issued and outstanding capital or other equity interests in the Company. All of the Company consists of 325,332 Company Ordinary Sharesoutstanding and authorized Member Interests are owned by Seller. Set Other than as set forth in Section 5.6 of the Company Disclosure Letter is a trueSchedule 4.3(a), correct there are and complete list of each legal owner of Company Ordinary Shares or other Equity Securities of the Company and the number of Company Ordinary Shares or other Equity Securities held by each such holder as of the date hereofClosing Date there shall be no outstanding options, subscriptions, warrants, calls, commitments, pre-emptive rights or other rights obligating the Company to issue or sell any member interests or equity interests of any kind or any securities convertible into or exercisable for any member interest or equity interest of any kind, or otherwise requiring Seller or the Company to give any Person the right to receive any benefits or rights similar to any rights enjoyed by or accruing to the holders of Member Interests or the Company or any rights to participate in the equity or net income of Seller or the Company. All of the issued Member Interests were issued, and to the extent purchased or transferred, have been so purchased or transferred, in compliance with all applicable Laws, including federal and state securities laws, and any preemptive rights and any other statutory or contractual rights of Seller. (b) Schedule 4.3(b) sets forth all of the issued and outstanding capital or other equity interests in the TEAK Companies. Except as set forth on Schedule 4.3(b), the Company, directly or indirectly, owns all issued and outstanding capital of and other equity interests in Section 5.6 of the Company Disclosure Letter or pursuant to the Permitted Activities DocumentsTEAK Companies, as of the date hereof and there are no other ordinary sharesoutstanding options, preferred shares subscriptions, warrants, calls, commitments, pre-emptive rights or other Equity Securities rights in favor of any Person other than the Company or any of the other TEAK Companies obligating the Company authorizedor any of the other TEAK Companies to issue or sell any capital or other equity interests of any of the TEAK Companies or any securities convertible into or exercisable for any capital or other equity interests of any TEAK Companies, reserved for issuance, issued or outstandingotherwise requiring the Company or any of the other TEAK Companies to give any Person (other than the Company or any of the other TEAK Companies) the right to receive any benefits or rights similar to any rights enjoyed by or accruing to the holders of capital or other equity interests of any of such TEAK Companies or any rights to participate in the equity or net income of any of such TEAK Companies. All issued and outstanding capital and other interests in the TEAK Companies are free and clear of all Liens (other than restrictions on transfer pursuant to applicable securities Laws, the respective organizational documents of such TEAK Companies and Liens under the Credit Agreement, which will be released at or prior to the Closing). (c) Schedule 4.3(c) sets forth all of the issued and outstanding capital or other equity interests held by TEAK or any of the other TEAK Companies and, to the Company’s Knowledge, TexStar in the Joint Ventures and each other Subsidiary that is not a TEAK Company Shares (x) have been duly authorized and validly the subsidiaries of the Joint Ventures collectively referred to as the “Joint Venture Subsidiaries”). Except as set forth on Schedule 4.3(c), the Company or, to the Company’s Knowledge, TexStar, directly or indirectly, own all issued and allotted outstanding capital of and other equity interests in the Joint Venture Entities, and there are fully paid; no outstanding options, subscriptions, warrants, calls, commitments, pre-emptive rights or other rights in favor of any Person other than any of the TEAK Companies, or, to the Company’s Knoweldge, TexStar or an Affiliate of TexStar obligating the Joint Venture Entities to issue or sell any capital or other equity interests in the Joint Venture Entities or any securities convertible into or exercisable for any capital or other equity interests in the Joint Venture Entities, or otherwise requiring any of the Joint Venture Entities to give any Person (yother than the Company, any other of the TEAK Companies, TexStar or an Affiliate of TexStar) have been offered, sold, transferred the right to receive any benefits or rights similar to any rights enjoyed by or accruing to the holders of capital or other equity interests of any of the Joint Venture Entities or any rights to participate in the equity or net income of any such entity. All issued and issued outstanding capital and other interests held by any of the TEAK Companies in compliance with applicable Law; and (z) the Joint Ventures are free and clear of any Liensall Liens (other than restrictions on transfer pursuant to applicable securities Laws, the respective organizational documents of such TEAK Companies and Liens under the Credit Agreement, which will be released at or prior to the Closing). To the Company’s Knowledge, all issued and outstanding capital and other interests held by the Joint Ventures in the Joint Venture Subsidiaries are free and clear of all Liens (other than restrictions on transfer pursuant to applicable securities Laws, the respective organizational documents of such Joint Ventures and Liens under the Credit Agreement, which will be released at or prior to the Closing). (bd) The Neither the Company nor any Subsidiary owns, directly or indirectly, any capital of or other equity interest in or has not issued, granted, and is not otherwise bound by any other investment in or subject outstanding loans to any outstanding subscriptionscorporation, options, warrants, rights partnership or other securities (including debt securities) convertibleentity or organization other than a Subsidiary. Except for the LLC Agreement, exercisable or exchangeable for Company Ordinary Sharesthe Joint Venture LLC Agreements, any other commitments, calls, conversion rights, rights of exchange or privilege (whether pre-emptive, contractual or by matter of Lawthe Credit Agreement and as otherwise set forth on Schedule 4.3(d), plans there are no agreements, voting trusts or other agreements or understandings to which Seller, the Company or any Subsidiary is a party or by which it is bound with respect to the transfer or voting of any character providing for the issuance of additional shares, the sale of treasury shares or other equity interests, or for the repurchase or redemption of shares or other equity interests of the Company or the value of which is determined by reference to shares or other equity interests of the Company, and there are no voting trusts, proxies or agreements of any kind which may obligate the Company to issue, purchase, register for sale, redeem or otherwise acquire any Company Ordinary SharesSubsidiary.

Capitalization of the Company. (a) As of the date of this Agreementhereof, the issued and outstanding share authorized capital stock of the Company consists of 325,332 Company Ordinary Shares. Set forth in Section 5.6 two billion five hundred million (2,500,000,000) shares of the Company Disclosure Letter is a trueCommon Stock, correct par value $0.0001 per share, and complete list twenty-five million (25,000,000) shares of each legal owner preferred stock, par value $0.0001 per share of Company Ordinary Shares or other Equity Securities which 10,000 shares of the Company preferred stock have been designated Series B Preferred Stock, par value $0.0001 per share and the number 1,000 shares of Company Ordinary Shares or other Equity Securities held by each such holder as of the date hereofpreferred stock have been designated Series C Preferred Stock, par value $0.0001 per share. Except as set forth described in Section 5.6 of the Company Disclosure Letter or pursuant to the Permitted Activities DocumentsPrivate Placement Memorandum, as of the date hereof there are no other ordinary sharesadditional outstanding options, preferred warrants, script rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities, rights or obligations convertible into or exchangeable for, or giving any person any right to subscribe for or acquire from the Company, any shares of Common Stock, or contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to issue additional shares of Common Stock, or securities or rights convertible or exchangeable into shares of Common Stock. The issuance and sale of the Units will not obligate the Company to issue shares of Common Stock or other Equity Securities securities to any person (other than the Subscriber or as otherwise described in the Private Placement Memorandum) and will not result in a right of any holder of Company securities to adjust the exercise, conversion, exchange or reset price under such securities. None of the Company authorized, reserved for issuance, issued outstanding shares of Common Stock or outstanding. All of the issued and outstanding Company Shares (x) have been duly authorized and validly issued and allotted and are fully paid; (y) have been offered, sold, transferred and issued in compliance with applicable Law; and (z) are free and clear of any Liens. (b) The Company has not issued, granted, and is not otherwise bound by or subject to any outstanding subscriptions, options, warrants, rights or other securities (including debt securities) convertible, exercisable or exchangeable for Company Ordinary Shares, any other commitments, calls, conversion rights, entitling the holders to acquire Common Stock has been issued in violation of the preemptive rights of exchange or privilege (whether pre-emptive, contractual or by matter of Law), plans or other agreements of any character providing for the issuance of additional shares, the sale of treasury shares or other equity interests, or for the repurchase or redemption of shares or other equity interests of the Company or the value of which is determined by reference to shares or other equity interests security holder of the Company. Except as described in the Private Placement Memorandum, and there are no voting trusts, proxies or agreements other holder of any kind which may obligate of the Company Company’s securities has any rights, “demand,” “piggy-back” or otherwise, to issuehave such securities registered by reason of the intention to file, purchasefiling or effectiveness of a registration statement. The Securities to be issued to each such Subscriber pursuant to this Agreement, register for salewhen issued and delivered in accordance with the terms of this Agreement, redeem will be duly and validly issued and will be fully paid and nonassessable and free from all taxes or otherwise acquire any Company Ordinary Sharesliens with respect to the issue thereof and shall not be subject to preemptive rights or other similar rights of stockholders of the Company.

Capitalization of the Company. (a) As of the date of this Agreement, the issued and outstanding share The authorized capital stock of the Company consists of 325,332 Company Ordinary Shares. Set forth in Section 5.6 20 shares of the Company Disclosure Letter is a trueClass A Common Stock, correct $1 par value, and complete list 2,980 shares of each legal owner Class B Common Stock, $1 par value, of Company Ordinary Shares or other Equity Securities which 10 shares of the Company Class A Common Stock and the number 90 shares of Company Ordinary Shares or other Equity Securities held by each such holder as of the date hereof. Except as set forth in Section 5.6 of the Company Disclosure Letter or pursuant to the Permitted Activities Documents, as of the date hereof there are no other ordinary shares, preferred shares or other Equity Securities of the Company authorized, reserved for issuance, issued or outstanding. All of the issued and outstanding Company Shares (x) Class B Common Stock have been duly authorized and validly issued and allotted and are fully paid; (y) have been offered, sold, transferred and issued in compliance with the terms and conditions of the Certificate of Incorporation and Bylaws of the Company and in compliance with all registration or qualification requirements (or applicable Law; exemptions therefrom) of all applicable federal and (z) state securities laws. The legal and beneficial and record ownership of the Shares is accurately set forth on the Company Disclosure Schedule. The Shares are free fully paid and clear nonassessable and are not subject to preemptive rights. There are no shares of capital stock of the Company currently reserved for issuance for any purpose or upon the occurrence of any Liensevent or condition. (b) The Except as set forth in clause (a) there is no stock or other securities (whether or not such securities have voting rights) of the Company has not issued, granted, and is not otherwise bound by issued or subject to outstanding or any outstanding subscriptions, options, warrants, rights puts, calls, rights, convertible securities or other agreements or commitments of any character obligating Seller, the Company or any of their respective Affiliates to issue, transfer or sell, or cause the issuance, transfer or sale of, any stock or other securities (whether or not such securities have voting rights) of the Company. There are no outstanding contractual rights or obligations of any Person that relate to the purchase, sale, issuance, repurchase, redemption, acquisition, transfer, disposition, holding or voting of any stock or other securities of the Company, or the management or operation of the Company, including debt securities) convertible, exercisable or exchangeable for Company Ordinary Shares, any other commitments, calls, conversion rightsrights of first refusal, rights of exchange first offer, "drag along" rights or privilege (whether pre-emptive, contractual or by matter of Law), plans or other agreements "tag along" rights. Accurate and complete copies of any character providing agreement relating to any such arrangement have previously been provided to Products. Except for Seller's rights as the issuance record and beneficial owner of additional sharesthe Shares, no Person has any right to participate in, or receive any payment based (including payments pursuant to this Agreement or any Related Agreement) on any amount relating to, or arising in connection with, the sale of treasury shares revenue, income, value or other equity interests, or for the repurchase or redemption of shares or other equity interests net worth of the Company or the value any component or portion thereof, or any current or former ownership of which is determined by reference to shares Shares, or other equity interests any current or former ownership of the CompanyCompany or Seller, or any increase or decrease in any of the foregoing. (c) The Shares owned by Seller are owned free and there are no voting trusts, proxies or agreements clear of any kind which may obligate the Company to issue, purchase, register for sale, redeem or otherwise acquire any Company Ordinary Sharesand all Liens.

Capitalization of the Company. (a) As of the date of this Agreement, the issued and outstanding share The authorized capital stock of the Company consists of 325,332 Company Ordinary Shares. Set forth in Section 5.6 10,000,000 shares of the Company Disclosure Letter is a truecommon stock of which 392,825 shares are issued and outstanding, correct and complete list 10,000,000 shares of each legal owner Series A Preferred Stock of Company Ordinary Shares or other Equity Securities of the Company which 3,066,923 shares are issued and the number of Company Ordinary Shares or other Equity Securities held by each such holder as of the date hereof. Except as set forth in Section 5.6 of the Company Disclosure Letter or pursuant to the Permitted Activities Documents, as of the date hereof there are no other ordinary shares, preferred shares or other Equity Securities of the Company authorized, reserved for issuance, issued or outstanding. All The Shares constitute all of the issued and outstanding Company Equity Interests of the Company. The Shares (xi) have been duly authorized authorized, (ii) are validly issued, fully-paid, and validly issued non-assessable, and allotted and are fully paid; (yiii) have been offered, sold, transferred and were not issued in compliance with violation of any preemptive right, subscription right, right of first refusal, or applicable Law; . Except for this Agreement and (z) are free and clear of any Liens. (b) The Company has not issued, granted, and is not otherwise bound by or subject to any outstanding subscriptions, options, warrants, rights or other securities (including debt securities) convertible, exercisable or exchangeable for Company Ordinary Shares, any other commitments, calls, conversion rights, rights of exchange or privilege (whether pre-emptive, contractual or by matter of Lawas set forth on Schedule 3.4(a), plans or other agreements of any character providing for the issuance of additional shares, the sale of treasury shares or other there are no (i) equity interests, profit interests or voting securities in the Company (except for the repurchase Company’s interest in its Subsidiary), (ii) securities convertible or redemption of shares exchangeable into any equity interest or other equity interests of the Company or the value of which is determined by reference to shares or other equity profit interests of the Company, and (iii) outstanding options, warrants, rights, calls, convertible securities, or other Contracts obligating the Company to issue, transfer, sell, repurchase, or redeem any Equity Interests of the Company, including the Shares. Except as set forth on Schedule 3.4(a), there are no outstanding or authorized stock appreciation, phantom, or similar rights with respect to the Company. Except as set forth on Schedule 3.4(a), there are no voting trusts, proxies shareholders agreements, proxies, or agreements other Contracts or understandings in effect with respect to the voting or transfer of any kind of the Shares or any other equity interests in the Company. The Company owns one hundred percent (100%) of the membership interests in PROFleet LLC, a Delaware limited liability company (“PROFleet”), as its sole subsidiary. Such membership interest constitutes all of the issued and outstanding Equity Interests of PROFleet. The Equity Interests of PROFleet (i) have been duly authorized, (ii) are validly issued, fully-paid, and non-assessable, and (iii) were not issued in violation of any preemptive right, subscription right, right of first refusal, or applicable Law. There are no other (i) equity interests, profit interests or voting securities in PROFleet, (ii) securities convertible or exchangeable into any equity interest or profit interests of PROFleet, or (iii) outstanding options, warrants, rights, calls, convertible securities, or other Contracts obligating PROFleet to issue, transfer, sell, repurchase, or redeem any of its Equity Interests. There are no accrued, but unpaid, dividends with respect to any membership interests, equity interests, or other securities of PROFleet. There are no voting trusts, shareholders agreements, proxies, or other Contracts or understandings in effect with respect to the voting or transfer of any of the membership interests or any other Equity Interests in PROFleet. (b) Except as set forth on Schedule 3.4(b), there are no Contracts to which may obligate the Company is a party which require the Company to issue, purchase, register for salerepurchase, redeem or otherwise acquire any Equity Interests or similar equity interest or to make any investment (in the form of a loan, capital contribution or otherwise) in any other Person. Except for the Company’s interest in its Subsidiary, the Company Ordinary Sharesdoes not directly or indirectly own, or have any interest in or right to acquire, any Equity Interests of any other Person. Except for the Company’s Subsidiary, the Company does not control (as such term is defined in the definition of “Affiliate”) any other Person. (c) Except as set forth on Schedule 3.4(c), there are no accrued, but unpaid, dividends with respect to any membership interests, equity interests, or other securities of the Company. (d) Schedule 3.4(d) sets forth each subsidiary of the Company, including each Subsidiary’s jurisdiction of organization or formation, as applicable, and the authorized, issued and outstanding Equity Interests of each such Subsidiary. The Company does not have, nor has it ever had, any Subsidiaries, except for those set forth on Schedule 3.4(d). The Company does not directly or indirectly own or hold, and has never owned or held, any (or the right to acquire any) stock, partnership interest, joint venture interest or other equity ownership interest in any other Person, except for those set forth on Schedule 3.4(d).

Capitalization of the Company. (a) The authorized capital stock of the Company consists of (i) 300,000,000 shares of Company Common Stock, and (ii) 5,000,000 shares of Company Preferred Stock, of which 1,000,000 are designated as Series K Preferred Stock. (b) As of the close of business on June 5, 2019, (i) 73,206,809 shares of Company Common Stock (including 169,899 shares of Company Restricted Stock) were issued and outstanding, (ii) no shares of Company Preferred Stock were issued or outstanding, (iii) all of the shares of Series K Preferred Stock have been reserved for issuance under the Company’s shareholder rights plan, and (iv) 2,135,196 shares of Company Common Stock were reserved for issuance pursuant to outstanding unexercised Company Stock Options, unvested Company RSUs and unvested Company PSUs. Except as set forth in this Section 3.2, and for shares of Company Common Stock reserved for issuance under the Incentive Plan, as of the close of business on June 5, 2019, no other securities of the Company are issued, reserved for issuance or outstanding. All of the outstanding shares of capital stock of the Company have been duly authorized and validly issued and are fully paid and nonassessable and were issued in material compliance with all applicable securities Laws. (c) There are no preemptive or similar rights granted by the Company or any Subsidiary of the Company on the part of any holders of any class of securities of the Company or any Subsidiary of the Company. As of the date of this Agreement, neither the issued and outstanding share capital Company nor any Subsidiary of the Company consists has outstanding any bonds, debentures, notes or other obligations the holders of 325,332 Company Ordinary Shares. Set forth in Section 5.6 of which have the right to vote (or which are convertible into or exercisable for securities having the right to vote) with the Company Disclosure Letter is a true, correct and complete list of each legal owner of Stockholders or any such Subsidiary on any matter (“Voting Company Ordinary Shares or other Equity Securities of the Company and the number of Company Ordinary Shares or other Equity Securities held by each such holder as of the date hereofDebt”). Except as set forth in above or as listed on Section 5.6 3.2(c) of the Company Disclosure Letter or pursuant to Letter, other than the Permitted Activities Documentsoutstanding Company Equity Awards, there are not, as of the date hereof there are no other ordinary sharesof this Agreement, preferred shares or other Equity Securities of the Company authorized, reserved for issuance, issued or outstanding. All of the issued and outstanding Company Shares (x) have been duly authorized and validly issued and allotted and are fully paid; (y) have been offered, sold, transferred and issued in compliance with applicable Law; and (z) are free and clear of any Liens. (b) The Company has not issued, granted, and is not otherwise bound by or subject to any outstanding subscriptions, options, warrants, rights or other securities (including debt securities) convertiblerights, exercisable convertible or exchangeable for Company Ordinary Sharessecurities, any other “phantom” stock rights, stock appreciation rights, restricted stock units, stock-based performance units, commitments, callscontracts, conversion rights, rights arrangements or undertakings of exchange any kind to which the Company or privilege (whether pre-emptive, contractual any of the Subsidiaries of the Company is a party or by matter which any of Law)them is bound (i) obligating the Company or any of its Subsidiaries to issue, plans deliver or other agreements sell or cause to be issued, delivered or sold, additional shares of any character providing for the issuance of additional sharescapital stock of, the sale of treasury shares or other equity interests, or for the repurchase or redemption of shares or other equity interests in, or any security convertible or exercisable for or exchangeable into any capital stock of, or other equity interest in, the Company or any of its Subsidiaries or any Voting Company Debt, (ii) obligating the Company or any of its Subsidiaries to issue, grant, extend or enter into any such option, warrant, call, right, security, commitment, contract, arrangement or undertaking or (iii) that give any Person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights accruing to holders of capital stock of, or other equity interests in, the Company or any of its Subsidiaries. As of the date of this Agreement, there are no outstanding contractual obligations of the Company or the value any of which is determined by reference its Subsidiaries to shares or other equity interests of the Company, and there are no voting trusts, proxies or agreements of any kind which may obligate the Company to issue, purchase, register for salerepurchase, redeem or otherwise acquire any shares of capital stock of the Company Ordinary Sharesor any of the Subsidiaries of the Company. There are no proxies, voting trusts or other agreements or understandings to which the Company or any of the Subsidiaries of the Company is a party or is bound with respect to the voting of the capital stock of, or other equity interests in, the Company or any of its Subsidiaries. (d) The Company has made available, prior to the date hereof at the location specified in Section 3.2(d) of the Company Disclosure Letter, a list that is, in all material respects, complete and correct of the following information as of the close of business on June 5, 2019 with respect to each outstanding Company Equity Award, as applicable: (i) the name of the holder thereof, (ii) the aggregate number of shares of Company Common Stock subject to such Company Equity Award (if performance-based, payable at target levels of performance), (iii) the type of award, (iv) the grant or issuance date, (v) the expiration date (if applicable), (vi) the exercise price, purchase price or similar pricing of such Company Equity Award and (vii) the vesting schedule with respect to such Company Equity Award. Each Company Equity Award was granted in accordance with the terms of the Incentive Plan and any award agreement applicable thereto in all material respects. All shares of Company Common Stock subject to issuance under the Incentive Plan and outstanding Company Equity Awards, upon issuance in accordance with the terms and conditions specified in the instruments pursuant to which they are issuable, will be duly authorized, validly issued, fully paid and nonassessable. Except as would not reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole, each Company Stock Option (x) was granted with an exercise price at least equal to the fair market value of the Company Common Stock (as determined in a manner consistent with Section 409A of the Code) on a date no earlier than the date of the corporate action authorizing the grant and (y) has not had its exercise date or grant date delayed or “back-dated”.

Capitalization of the Company. (a) As of the date of this Agreement, the issued and outstanding share The authorized capital shares of the Company consists of 325,332 Company an unlimited number of shares, with no par value, consisting of six (6) classes of shares which includes (i) an unlimited number of Ordinary Shares. Set forth in Section 5.6 of the Company Disclosure Letter is a true, correct and complete list of each legal owner of Company Ordinary Shares or other Equity Securities of the Company and the (ii) an unlimited number of Company Ordinary Shares or other Equity Securities held by each such holder as preferred shares divided into five (5) classes of preferred shares. As of the date hereof, (x) 4,268,381 Ordinary Shares are issued and outstanding, and (y) no classes of preferred shares are currently issued and outstanding. The Company issued 8,050,000 units in connection with its IPO (as defined herein), with each unit comprised of one (1) Ordinary Share and a warrant to purchase one (1) Ordinary Share. As of the date hereof, warrants to purchase 12,216,667 Ordinary Shares are issued and outstanding, of which 8,050,000 warrants were issued as part of the foregoing units in the IPO. All issued and outstanding Ordinary Shares are duly authorized, validly issued, fully paid and nonassessable and not subject to or issued in violation of any purchase option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the BVI Act, the Company Organizational Documents or any contract to which the Company is a party. None of the outstanding securities of the Company has been issued in violation of any applicable securities Laws. (b) Except as set forth in Section 5.6 of the Company Disclosure Letter or pursuant to the Permitted Activities Documents3.2(a), as of the date hereof there are no other ordinary shares, preferred shares or other Equity Securities of the Company authorized, reserved for issuance, issued or outstanding. All of the issued and (i) outstanding Company Shares (x) have been duly authorized and validly issued and allotted and are fully paid; (y) have been offered, sold, transferred and issued in compliance with applicable Law; and (z) are free and clear of any Liens. (b) The Company has not issued, granted, and is not otherwise bound by or subject to any outstanding subscriptions, options, warrants, rights or other securities (including debt securities) convertible, exercisable or exchangeable for Company Ordinary Shares, any other commitmentsputs, calls, conversion convertible securities, preemptive or similar rights, rights of exchange or privilege (whether pre-emptiveii) bonds, contractual or by matter of Law)debentures, plans notes or other agreements indebtedness having general voting rights or that are convertible or exchangeable into securities having such rights, or (iii) subscriptions or other rights, agreements, arrangements, contracts or commitments of any character providing for character, relating to the issuance of additional shares, the sale of treasury shares issued or other equity interests, unissued Ordinary Shares or for the repurchase or redemption of shares or other equity interests of the Company or the value of which is determined by reference to shares or other equity interests of the Company, and there are no voting trusts, proxies or agreements of any kind which may obligate obligating the Company to issue, purchasetransfer, register deliver or sell or cause to be issued, transferred, delivered, sold or repurchased any options or Ordinary Shares or securities convertible into or exchangeable for salesuch shares, or obligating the Company to grant, extend or enter into any such option, warrant, call, subscription or other right, agreement, arrangement or commitment for such Ordinary Shares. Other than the Tender Offer (as defined herein), there are no outstanding obligations of the Company to repurchase, redeem or otherwise acquire any Ordinary Shares of the Company or to provide funds to make any investment (in the form of a loan, capital contribution or otherwise) in any Person. (c) There are no shareholders agreements, voting trusts or other agreements or understandings to which the Company is a party with respect to the voting of any issued shares of the Company other than as listed in Section 3.2(c) of the Company Disclosure Schedule. (d) No Indebtedness of the Company contains any restriction upon: (i) the prepayment of any of such Indebtedness, (ii) the incurrence of Indebtedness by the Company or (iii) the ability of the Company to grant any Encumbrance (as hereafter defined) on its properties or assets. (e) Since the date of the Company’s formation, and except as contemplated by this Agreement, the Company has not declared or paid any distribution or dividend in respect of the Ordinary Shares and has not repurchased, redeemed or otherwise acquired any Ordinary Shares, and the Company’s board of directors has not authorized any of the foregoing. (f) The authorized capital stock of Merger Sub consists of 75,000,000 shares of Merger Sub Common Stock and no preferred stock. As of the date hereof, 100 shares of Merger Sub Common Stock are issued and outstanding. Except for the foregoing, no capital stock, equity interests or other securities of Merger Sub are issued, reserved for issuance or outstanding. Each share of Merger Sub Common Stock is duly authorized, validly issued, fully paid and nonassessable and owned by the Company, free and clear of all Encumbrances. No Merger Sub Common Stock is subject to or issued in violation of any provision of any foreign, federal or state securities Laws, the NRS, the Subsidiary Organizational Documents of Merger Sub or any contract to which Merger Sub is a party. There are no other outstanding securities of Merger Sub other than the Merger Sub Common Stock. Except for the Merger Sub, the Company does not own, directly or indirectly, any capital stock, membership interest, partnership interest, joint venture interest or other equity interest in any Person and Merger Sub does not own, directly or indirectly, any capital stock, membership interest, partnership interest, joint venture interest or other equity interest in any Person. Since the date of its formation, Merger Sub has not carried on any business or conducted any operations other than the execution of this Agreement, and the performance of its obligations hereunder. Merger Sub was incorporated solely for the consummation of the transactions contemplated hereby.

Capitalization of the Company. (a) As of the date of this Agreement, the issued and outstanding share The authorized capital stock of the Company consists of 325,332 Company Ordinary 1,000 shares of common stock, $.01 par value per share, of which 100 shares (constituting the Shares. Set forth in Section 5.6 of the Company Disclosure Letter is a true, correct ) are issued and complete list of each legal owner of Company Ordinary Shares or other Equity Securities of the Company and the number of Company Ordinary Shares or other Equity Securities held by each such holder as of the date hereof. Except as set forth in Section 5.6 of the Company Disclosure Letter or pursuant to the Permitted Activities Documents, as of the date hereof there are no other ordinary shares, preferred shares or other Equity Securities of the Company authorized, reserved for issuance, issued or outstanding. All of the issued and outstanding Company The Shares (x) have been duly authorized and validly issued issued, are fully paid and allotted nonassessable and are fully paid; owned of record and beneficially solely by Seller free and clear of any lien, pledge, security interest, claim or other encumbrances (y) have been offeredcollectively, sold“Encumbrances”), transferred under Article 8 of the Uniform Commercial Code of the State of Minnesota or otherwise, other than restrictions under federal and state securities laws. The Shares were issued in compliance with applicable Law; federal and (z) are free state securities laws, and clear were not issued in violation of any Liens. (b) The Company has not issued, granted, and is not otherwise bound by Person’s preemptive rights. There are no shares of the Company’s capital stock reserved for any purpose. There are no preemptive or subject to any other outstanding subscriptionsrights, options, warrants, rights conversion rights, stock appreciation rights, “phantom” stock, redemption rights, agreements, arrangements or commitments to issue or sell any shares of capital stock or other securities (including debt securities) convertible, exercisable or exchangeable for Company Ordinary Shares, any other commitments, calls, conversion rights, rights of exchange or privilege (whether pre-emptive, contractual or by matter of Law), plans or other agreements of any character providing for the issuance of additional shares, the sale of treasury shares or other equity interests, or for the repurchase or redemption of shares or other equity interests of the Company or the value of which is determined by reference any securities or obligations convertible or exchangeable into or exercisable for, or giving any Person a right to shares subscribe for or other equity interests acquire, any securities of the Company, and there no securities or obligations evidencing such rights are authorized, 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 convertible into or exercisable for securities having the right to vote) on any matter. There are no agreements relating to the voting trustsof the Company’s capital stock, proxies or restrictions on the transferability of the Company’s capital stock (by agreement, certificate of incorporation, bylaws, statute or otherwise), except pursuant to federal and state securities laws. There are no agreements among the Company, Seller and/or any other Person relating to the Company’s capital stock. When the Shares are delivered to Buyer at the Closing pursuant to this Agreement, the Shares will be duly authorized, validly issued, fully paid and nonassessable, and will be free and clear of any kind which may obligate all Encumbrances, under Article 8 of the Company Uniform Commercial Code of the State of Minnesota or otherwise, other than restrictions on transfer pursuant to issue, purchase, register for sale, redeem or otherwise acquire any Company Ordinary Sharesfederal and state securities laws.

Capitalization of the Company. (a) As of the date of this Agreement, the issued and outstanding share capital of the Company consists of 325,332 five Company Ordinary Shares. Set forth in Section 5.6 5.6(a) of the Company Disclosure Letter is a true, correct and complete list of each legal owner of Company Ordinary Shares or other Equity Securities of the Company and the number of Company Ordinary Shares or other Equity Securities held by each such holder as of the date hereof. Except as set forth in Section 5.6 5.6(a) of the Company Disclosure Letter or pursuant to the Permitted Activities DocumentsLetter, as of the date hereof there are no other ordinary shares, preferred shares or other Equity Securities of the Company authorized, reserved for issuance, issued or outstanding. All of the issued and outstanding Company Ordinary Shares (x) have been duly authorized and validly issued and allotted and are fully paid or credited as fully paid-up and contributions were not paid back; (y) have been offered, soldissued, sold and transferred and issued in compliance with applicable Law, including the Singapore Companies Act and federal and state securities Laws, and including any filings and returns required under any applicable Law to be delivered or made by the Company in respect of such offer, sale, transfer or issuance, and all requirements set forth in (1) the Governing Documents of the Company and (2) any other applicable Contracts governing the issuance or allotment of such securities; are not subject to, nor have they been issued in violation of, any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of any applicable Law, the Governing Documents of the Company or any Contract to which the Company is a party or otherwise bound; and (z) are free and clear of any Liens. (b) The Company has not issued, granted, and is not Except as otherwise bound by or subject to any outstanding subscriptions, options, warrants, rights or other securities (including debt securitiesset forth in Section 5.6(b) convertible, exercisable or exchangeable for Company Ordinary Shares, any other commitments, calls, conversion rights, rights of exchange or privilege (whether pre-emptive, contractual or by matter of Law), plans or other agreements of any character providing for the issuance of additional shares, the sale of treasury shares or other equity interests, or for the repurchase or redemption of shares or other equity interests of the Company or the value of which is determined by reference to shares or other equity interests of Disclosure Letter, the Company, and there are no voting trustsprior to date of this Agreement, proxies or agreements the only Equity Securities of any kind which may obligate the Company to issue, purchase, register for sale, redeem or otherwise acquire any shall be five (5) Company Ordinary SharesShares of which are issued to the Legacy Shareholders.

Capitalization of the Company. (a) As Prior to the Reorganization Contribution, the Entity Seller Owners directly owned, beneficially and of record, and had good and valid title to, the Company Securities set forth on Schedule 3.4, (b) immediately following the Reorganization Contribution, the Seller directly owned, beneficially and of record, and had good and valid title to, the Company Securities set forth on Schedule 3.4, and (c) following the Pre-Closing Reorganization and as of immediately prior to the Closing, the Seller directly owns, beneficially and of record, and has good and valid title to, the Company Securities set forth on Schedule I hereto, in each case of the date foregoing clauses (a) through (c), which Equity Securities represented or represent (as the case may be) one-hundred percent (100%) of this Agreement, the issued and outstanding share capital of the Company consists of 325,332 Company Ordinary Shares. Set forth in Section 5.6 of the Company Disclosure Letter is a true, correct and complete list of each legal owner of Company Ordinary Shares or other Equity Securities of the Company as of such as time, free and clear of any Encumbrances (other than Encumbrances under the number Company’s Organizational Documents and/or Applicable Law related to securities) of Company Ordinary Shares or other Equity Securities held by each such holder any kind whatsoever. Both prior to the Pre-Closing Reorganization and following the Pre-Closing Reorganization and as of the date hereof, all Company Securities were and are validly issued, fully paid and free and clear of Taxes, charges, Encumbrances (other than Encumbrances under the Company’s Organizational Documents and/or Applicable Law related to securities) and preemptive rights, and were and have been issued in compliance with all Applicable Laws. Except as set forth in Section 5.6 of the Company Disclosure Letter or pursuant Both prior to the Permitted Activities Documents, Pre-Closing Reorganization and following the Pre-Closing Reorganization and as of the date hereof there are hereof, the Company has not granted or issued any options, convertible securities, warrants, phantom equity, equity appreciation rights, Encumbrances (other than Encumbrances under the Company’s Organizational Documents), anti-dilution provisions or commitments of any character relating to the Company Securities other than as contemplated by this Agreement or the Related Documents, and no other ordinary shares, preferred shares Person has any right to purchase or other acquire any such Equity Securities Securities. Immediately upon consummation of the transaction contemplated by this Agreement, the Purchaser will own the Company authorizedSecurities, reserved for issuance, issued or outstanding. All of the issued and outstanding Company Shares (x) have been duly authorized and validly issued and allotted and are fully paid; (y) have been offered, sold, transferred and issued in compliance with applicable Law; and (z) are free and clear of any Liens. and all Encumbrances (b) The Company has not issued, granted, and is not otherwise bound by or subject other than Encumbrances under the Company’s Organizational Documents and/or Applicable Law related to any outstanding subscriptions, options, warrants, rights or other securities (including debt securities) convertible, exercisable or exchangeable for Company Ordinary Shares, any other commitments, calls, conversion rights, rights of exchange or privilege (whether pre-emptive, contractual or by matter reason of Lawactions taken by the Purchaser), plans or other agreements of any character providing for the issuance of additional shares, the sale of treasury shares or other equity interests, or for the repurchase or redemption of shares or other equity interests of the Company or the value of which is determined by reference to shares or other equity interests of the Company, and there are no voting trusts, proxies or agreements of any kind which may obligate the Company to issue, purchase, register for sale, redeem or otherwise acquire any Company Ordinary Shares.

Capitalization of the Company. (a) The authorized capital stock of the Company consists of 8,000,000 shares of Company Common Stock. As of the close of business on May 31, 2005 (the “Capitalization Date”), (i) 4,198,512 Shares were issued and outstanding and (ii) no Shares were held in the treasury of Company or by any of the Company Subsidiaries. As of the date of this Agreement, the Company has outstanding Options to purchase 395,075 Shares, with a weighted average exercise price of $10.983. From the close of business on the Capitalization Date until the date of this Agreement, no Shares have been issued except for Shares issued pursuant to the exercise of Options outstanding on the Capitalization Date in accordance with their terms. All outstanding Shares are duly authorized, validly issued, fully paid and nonassessable, and are not subject to and were not issued in violation of any preemptive or similar rights, purchase option, call, or right of first refusal or similar rights. Except as set forth above, there are no outstanding shares, options, warrants, calls, stock appreciation rights, or other rights or commitments or any other agreements of any character relating to dividend rights or to the sale, issuance or voting of, or the granting of rights to acquire, any shares of capital stock or voting securities of the Company, or any securities or obligations convertible into, exchangeable for or evidencing the right to purchase any shares of capital stock or voting securities of the Company. (b) Except as set forth in Section 4.5(a), there are no preemptive rights of any kind which obligate the Company or any Company Subsidiary to issue or deliver any shares of capital stock or voting securities of the Company 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 Company Subsidiary, any shares of capital stock or voting securities of the Company. 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, exchangeable or exercisable for or into securities having the right to vote) with the stockholders of the Company on any matter. (c) As of the date of this Agreement, each Option has the issued and outstanding share capital exercise price, is subject to the vesting schedule, has an exercise period, may be exercised with respect to that number of the Company consists of 325,332 Company Ordinary Shares. Set forth in Section 5.6 of the Company Disclosure Letter is a true, correct and complete list of each legal owner shares of Company Ordinary Shares or other Equity Securities of the Company Common Stock and the number of Company Ordinary Shares or other Equity Securities is held by each such the holder as of the date hereof. Except set forth with respect thereto, as set forth in Section 5.6 4.5(c) of the Company Disclosure Letter or pursuant to the Permitted Activities Documents, as of the date hereof there are no other ordinary shares, preferred shares or other Equity Securities of the Company authorized, reserved for issuance, issued or outstanding. All of the issued and outstanding Company Shares (x) have been duly authorized and validly issued and allotted and are fully paid; (y) have been offered, sold, transferred and issued in compliance with applicable Law; and (z) are free and clear of any LiensLetter. (b) The Company has not issued, granted, and is not otherwise bound by or subject to any outstanding subscriptions, options, warrants, rights or other securities (including debt securities) convertible, exercisable or exchangeable for Company Ordinary Shares, any other commitments, calls, conversion rights, rights of exchange or privilege (whether pre-emptive, contractual or by matter of Law), plans or other agreements of any character providing for the issuance of additional shares, the sale of treasury shares or other equity interests, or for the repurchase or redemption of shares or other equity interests of the Company or the value of which is determined by reference to shares or other equity interests of the Company, and there are no voting trusts, proxies or agreements of any kind which may obligate the Company to issue, purchase, register for sale, redeem or otherwise acquire any Company Ordinary Shares.

Capitalization of the Company. (a) As of the date of this Agreement, the issued and outstanding share capital of the Company consists of 325,332 Company Ordinary Shares. Set forth in Section 5.6 of the Company Disclosure Letter is a true, correct and complete list of each legal owner of has 33,664,977 Company Ordinary Shares or other Equity Securities of the Company issued and the number of Company Ordinary Shares or other Equity Securities held by each such holder as of the date hereof. Except as set forth in Section 5.6 of the Company Disclosure Letter or pursuant to the Permitted Activities Documentsoutstanding, as of the date hereof and there are no other ordinary shares, preferred shares or other Equity Securities authorized equity interests of the Company authorized, reserved for issuance, that are issued or and outstanding. All of the issued and outstanding Company Ordinary Shares (xi) have been duly authorized and validly issued and allotted and are fully paidpaid and non-assessable; (yii) have been offered, sold, transferred sold and issued in compliance with applicable Law, including applicable securities Laws, and all requirements set forth in (1) the Governing Documents of the Company and (2) any other applicable Contracts governing the issuance of such securities; (iii) are not subject to, nor have they been issued in violation of, any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of any applicable Law, the Governing Documents of the Company or any Contract to which the Company is a party or otherwise bound; and (ziv) are free and clear of any Liens, other than as set out in the Governing Documents. (b) Section 4.6(b) of the Company Disclosure Letter sets forth, as of the date of this Agreement, the outstanding Company Warrants. All outstanding Company Warrants (i) have been duly authorized and validly issued and constitute valid and binding obligations of the Company, enforceable against the Company in accordance with their terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity; (ii) have been offered, sold and issued in compliance with applicable Law, including applicable securities Laws, and all requirements set forth in (1) the Governing Documents of the Company and (2) any other applicable Contracts governing the issuance of such securities; and (iii) are not subject to, nor have they been issued in violation of, any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of any applicable Law, the Governing Documents of the Company or any Contract to which the Company is a party or otherwise bound; (iv) are free and clear of any Liens; and (v) are, as of the date of this Agreement, within their exercise period and have not lapsed. (c) As of the date of this Agreement, Company Options to purchase 6,877,613 Company Ordinary Shares are outstanding and Company has no Company Restricted Stock or Company Restricted Stock Unit Awards outstanding. There are 3,071,583 Company Ordinary Shares reserved for issuance under the Company Incentive Plan as of the date of this Agreement. The Company has not issuedprovided to SPAC, grantedprior to the date of this Agreement, a true and complete list of each current or former employee, consultant or director of the Company or any of its Subsidiaries who, as of the date of this Agreement, holds a Company Award, including the type of Company Award, the number of Company Ordinary Shares comprised thereof or subject thereto, vesting schedule, expiration date and, if applicable, the exercise price thereof. All Company Options, shares of Company Restricted Stock and Company Restricted Stock Unit Awards are evidenced by award agreements in substantially the forms previously made available to SPAC, and no Company Option, share of Company Restricted Stock or Company Restricted Stock Unit Award is not otherwise bound by or subject to terms that are materially different from those set forth in such forms. Each Company Option, each share of Company Restricted Stock, and each Company Restricted Stock Unit Award was validly granted or issued and properly approved by the Company Board (or appropriate committee thereof) in accordance with the terms of the Company Incentive Plan. Each Company Option granted to a U.S. Person has been granted with an exercise price that is no less than the fair market value of the underlying Company Ordinary Share on the date of grant, as determined in accordance with Section 409A of the Code or section 422 of the Code, if applicable. Each Company Option granted to a U.S. Person is intended to either qualify as an “incentive stock option” under Section 422 of the Code or to be exempt under Section 409A of the Code. (d) Section 4.6(b) of the Company Disclosure Letter sets forth, as of the date of this Agreement, the outstanding Company Convertible Notes. All outstanding Company Convertible Notes (i) have been duly authorized and validly issued and constitute valid and binding obligations of the Company, enforceable against the Company in accordance with their terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity; (ii) have been offered, sold and issued in compliance with applicable Law, including applicable securities Laws, and all requirements set forth in (1) the Governing Documents of the Company and (2) any other applicable Contracts governing the issuance of such securities; and (iii) are not subject to, nor have they been issued in violation of, any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of any applicable Law, the Governing Documents of the Company or any Contract to which the Company is a party or otherwise bound. (e) Except as otherwise set forth in this Section 4.6 of the Company Disclosure Letter, the Company has not granted any outstanding subscriptions, options, stock appreciation rights, warrants, rights or other securities (including debt securities) convertible, exercisable convertible into or exchangeable or exercisable for shares of Company Ordinary SharesCapital Stock, any other commitments, calls, conversion rights, rights of exchange or privilege (whether pre-emptive, contractual or by matter of Law), plans or other agreements of any character providing for the issuance of additional shares, the sale of treasury shares or other equity interests, or for the repurchase or redemption of shares or other equity interests of the Company or the value of which is determined by reference to shares or other equity interests of the Company, and there are no voting trusts, proxies or agreements of any kind which may obligate the Company to issue, purchase, register for sale, redeem or otherwise acquire any shares of Company Ordinary SharesCapital Stock.

Capitalization of the Company. (a) As of the date of this Agreement, the issued and outstanding share The authorized capital of the Company consists of 325,332 Company Ordinary Shares. Set forth in Section 5.6 of the Company Disclosure Letter is a true, correct and complete list of each legal owner of Company Ordinary Shares or other Equity Securities stock of the Company and the number of Company Ordinary Shares or other Equity Securities held by each such holder Subsidiary is set forth on Schedule 4.7. All securities set forth on Schedule 4.7 will be, as of the date hereofInitial Closing and the Subsequent Closing, duly and validly issued, outstanding, fully paid and nonassessable. Neither the Company nor any of its Subsidiaries has issued any other shares of its capital stock and, except as set forth on Schedule 4.7, there are no outstanding warrants, options or other rights to purchase or acquire any of such shares, nor any outstanding securities convertible into such shares or outstanding warrants, options or other rights to acquire any such convertible securities. After giving effect to the Initial Closing and the Subsequent Closing and assuming the accuracy of the Purchaser representations set forth herein, all of the outstanding shares of capital stock of the Company will have been offered, issued, sold and delivered in compliance with applicable federal and state securities laws not subject to preemptive rights in favor of any Person and will not result in the issuance of additional shares of capital stock of the Company or the triggering of any antidilution or similar rights contained in any agreement to which the Company is a party. The Preferred Stock has been duly and validly authorized and, when delivered and paid for pursuant to this Agreement, will be validly issued, fully paid and nonassessable. The pro-forma capitalization of the Company immediately following the Initial Closing and the Subsequent Closing is set forth in Section 4.7, subject to the assumptions included therein. The Company has authorized and reserved for issuance upon conversion of the Preferred Stock sufficient shares of its Class C Common Stock, and the shares issuable upon such conversion will be, when issued in accordance with the charter of the Company, duly and validly authorized and issued, fully paid and nonassessable. Except as set forth in Section 5.6 of the Company Disclosure Letter on Schedule 4.7 or pursuant to the Permitted Activities DocumentsStockholders Agreement or the Company's charter, as of the date hereof there are no other ordinary sharespreemptive rights, preferred shares rights of first refusal, put or other Equity Securities call rights or obligations or anti-dilution rights with respect to the issuance, sale or redemption of the Company's capital stock. Except as set forth on Schedule 4.7, no officer, director or employee of the Company authorizedor any other person or entity has, reserved for issuanceclaims to have or has any right to claim to have any interest in the Company's capital stock. Except as disclosed in Schedule 4.7, issued or outstanding. All there are no restrictions on the transfer of the issued Company's capital stock other than those arising from federal and outstanding Company Shares (x) have been duly authorized and validly issued and allotted and state securities laws, FCC rules or pursuant to the Stockholders Agreement. Except as set forth on Schedule 4.7, or pursuant to the Stockholders Agreement, there are fully paid; (y) have been offeredno rights, soldobligations, transferred and issued in compliance with applicable Law; and (z) are free and clear or restrictions on the voting of any Liensof the Company's capital stock or the registration of such capital stock for offering to the public pursuant to the Securities Act. (b) The outstanding shares of the capital stock, before giving effect to the transactions contemplated by this Agreement, are held of record and beneficially by the persons identified in Schedule 4.7 in the amounts indicated therein. (c) Other than the Subsidiaries, the Company has does not issuedown or have any direct or indirect interest in, granteda loan or advance to (other than trade receivables incurred in the ordinary course of business), and is not otherwise bound by or subject to control over any outstanding subscriptionscorporation, optionspartnership, warrants, rights joint venture or other securities (including debt securities) convertible, exercisable or exchangeable for Company Ordinary Shares, any other commitments, calls, conversion rights, rights of exchange or privilege (whether pre-emptive, contractual or by matter of Law), plans or other agreements entity of any character providing for the issuance kind. The record and beneficial ownership of additional shares, the sale all outstanding securities of treasury shares or other equity interests, or for the repurchase or redemption of shares or other equity interests of the Company or the value of which such Subsidiaries is determined by reference to shares or other equity interests of the Company, and there are no voting trusts, proxies or agreements of any kind which may obligate the Company to issue, purchase, register for sale, redeem or otherwise acquire any Company Ordinary Sharesas set forth on Schedule 4.7.

Capitalization of the Company. (a) As of the date of this Agreement, the issued and outstanding share The authorized capital stock of the Company consists of 325,332 Company Ordinary Shares. Set forth in Section 5.6 100,000 shares of the Company Disclosure Letter is a truecommon stock, correct of which 10,000 shares are issued and complete list of each legal owner of Company Ordinary Shares or other Equity Securities of the Company and the number of Company Ordinary Shares or other Equity Securities held by each such holder as of the date hereof. Except as set forth in Section 5.6 of the Company Disclosure Letter or pursuant to the Permitted Activities Documents, as of the date hereof there are no other ordinary shares, preferred shares or other Equity Securities of the Company authorized, reserved for issuance, issued or outstanding. All The Shares constitute all of the issued and outstanding Company Equity Interests of the Company. The Shares (xi) have been duly authorized authorized, (ii) are validly issued, fully-paid, and validly issued non-assessable, and allotted and are fully paid; (yiii) have been offered, sold, transferred and were not issued in compliance with violation of any preemptive right, subscription right, right of first refusal, or applicable Law; and . Except for this Agreement, there are no (zi) are free and clear of any Liens. (b) The Company has not issued, granted, and is not otherwise bound by or subject to any outstanding subscriptions, options, warrants, rights or other securities (including debt securities) convertible, exercisable or exchangeable for Company Ordinary Shares, any other commitments, calls, conversion rights, rights of exchange or privilege (whether pre-emptive, contractual or by matter of Law), plans or other agreements of any character providing for the issuance of additional shares, the sale of treasury shares or other equity interests, profit interests or for voting securities in the repurchase Company, (ii) securities convertible or redemption of shares exchangeable into any equity interest or other equity interests of the Company or the value of which is determined by reference to shares or other equity profit interests of the Company, and there (iii) outstanding options, warrants, rights, calls, convertible securities, or other Contracts obligating the Company or Sellers to issue, transfer, sell, repurchase, or redeem any Equity Interests of the Company, including the Shares. There are no outstanding or authorized stock appreciation, phantom, or similar rights with respect to the Company. There are no voting trusts, proxies shareholders agreements, proxies, or agreements other Contracts or understandings in effect with respect to the voting or transfer of any kind of the Shares or any other equity interests in the Company. (b) There are no Contracts to which may obligate the Company any Seller is a party which require such Seller to issue, purchase, register for salerepurchase, redeem or otherwise acquire any Equity Interests or similar equity interest or to make any investment (in the form of a loan, capital contribution or otherwise) in any other Person. The Company Ordinary Sharesdoes not directly or indirectly own, or have any interest in or right to acquire, any Equity Interests of any other Person. The Company does not directly or indirectly control (as such term is defined in the definition of “Affiliate”) any other Person. (c) Except as set forth on Schedule 3.5(c), there are no accrued, but unpaid, dividends with respect to any membership interests, equity interests, or other securities of the Company. (d) Each Seller shall be entitled to the amount allocated to such Seller in accordance with Schedule 3.5(d), and shall not be entitled to any additional consideration with respect to the Equity Interests or the covenants contained in Section 6.4 in connection with the Transactions. (e) The Company does not have, nor has it ever had, any Subsidiaries. The Company does not directly or indirectly own or hold, and has never owned or held, any (or the right to acquire any) stock, partnership interest, joint venture interest or other equity ownership interest in any other Person.

Capitalization of the Company. (a) As Schedule 4.2(a) sets forth a complete and accurate list of the date of this Agreementauthorized, the issued and outstanding share capital Capital Stock of the Company consists of 325,332 Company Ordinary Shares. Set forth in Section 5.6 of the Company Disclosure Letter is a true, correct and complete list of each legal owner of Company Ordinary Shares or other Equity Securities of the Company and the number of Company Ordinary Shares or other Equity Securities held by each such holder as of the date hereof. Except as set forth in Section 5.6 of the Company Disclosure Letter or pursuant to the Permitted Activities Documents, as of the date hereof (the “Company Stock”). As of the date hereof, there are no other ordinary shares, preferred shares or other Equity Securities equity interests of the Company authorized, issued, reserved for issuance or outstanding and no outstanding or authorized options, warrants, convertible or exchangeable securities, subscriptions, rights (including any preemptive rights), calls or commitments of any character whatsoever, relating to the equity interests of, or other voting interest in, the Company, to which the Company is a party or is bound requiring the issuance, issued delivery or outstandingsale of equity interests of the Company. There are no outstanding or authorized equity appreciation, phantom equity, profit participation or similar rights with respect to the equity interests of, or other voting interest in, the Company to which the Company is a party or is bound. The Company has no authorized or outstanding bonds, debentures, notes or other indebtedness the holders of which have the right to vote (or convertible into, exchangeable for, or evidencing the right to subscribe for or acquire securities having the right to vote) with the Company’s Shareholders on any matter. There are no Contracts to which the Company is a party or by which it is bound to (x) repurchase, redeem or otherwise acquire any equity interests of, or other voting interest in, the Company or (y) vote or dispose of any equity interests of, or voting interest in, the Company. There are no irrevocable proxies and no voting agreements with respect to equity interests of, or voting interest in, the Company. (b) All of the issued and outstanding shares of Company Shares (x) have been Stock as of the date hereof are duly authorized authorized, validly issued, fully paid and validly issued non-assessable and allotted and are fully paid; (y) have been offered, sold, transferred and issued in compliance with applicable Law; and (z) are free and clear of any Lienspreemptive rights in respect thereto. (b) The Company has not issued, granted, and is not otherwise bound by or subject to any outstanding subscriptions, options, warrants, rights or other securities (including debt securities) convertible, exercisable or exchangeable for Company Ordinary Shares, any other commitments, calls, conversion rights, rights of exchange or privilege (whether pre-emptive, contractual or by matter of Law), plans or other agreements of any character providing for the issuance of additional shares, the sale of treasury shares or other equity interests, or for the repurchase or redemption of shares or other equity interests of the Company or the value of which is determined by reference to shares or other equity interests of the Company, and there are no voting trusts, proxies or agreements of any kind which may obligate the Company to issue, purchase, register for sale, redeem or otherwise acquire any Company Ordinary Shares.

Capitalization of the Company. (a) As Section 5.2(a) of the date of this Agreement, Seller Disclosure Schedule sets forth the issued and outstanding share capital of the Company consists of 325,332 Company Ordinary Shares. Set forth in Section 5.6 of the Company Disclosure Letter is a true, correct and complete list capitalization of each legal owner of Acquired Company, and such equity interests in each Acquired Company Ordinary Shares or other Equity Securities of the Company and the number of Company Ordinary Shares or other Equity Securities held by each such holder as of the date hereof. Except as set forth in Section 5.6 of the Company Disclosure Letter or pursuant to the Permitted Activities Documents, as of the date hereof there are no other ordinary shares, preferred shares or other Equity Securities of the Company authorized, reserved for issuance, issued or outstanding. All of the issued and outstanding Company Shares (x) have been duly authorized and validly issued authorized and allotted and issued, are fully paid; (ypaid and nonassessable, free of preemptive rights or similar rights under any Contract or Law, and, except as set forth in Section 5.2(a) have been offeredof the Seller Disclosure Schedule, sold, transferred and issued in compliance with applicable Law; and (z) are free and clear of any all Liens. (b) The Company has not issued, granted. Holdings owns beneficially and of record all of the issued and outstanding equity of Holdco, and is not otherwise bound by or subject to any outstanding subscriptions, options, warrants, rights or other securities (including debt securities) convertible, exercisable or exchangeable for Company Ordinary Shares, any other commitments, calls, conversion rights, rights of exchange or privilege (whether pre-emptive, contractual or by matter of Law), plans or other agreements of any character providing for the issuance of additional shares, the sale of treasury shares or other equity interests, or for the repurchase or redemption of shares or other equity interests upon consummation of the Company or transactions contemplated by this Agreement and the value applicable Ancillary Agreements, Holdings will continue to own all of which is determined by reference to shares or other the issued and outstanding equity interests of Holdco, free and clear of all Liens. Xxxxxx owns beneficially and of record all of the issued and outstanding equity of the Company, and there upon consummation of the transactions contemplated by this Agreement and the applicable Ancillary Agreements, Holdco will continue to own all of the issued and outstanding equity of the Company, free and clear of all Liens.‌ (b) There are no voting trusts, proxies or agreements outstanding (i) interests of any kind which may obligate the Acquired Company convertible into or exchangeable for equity interests of such Acquired Company, (ii) contractual obligations of any Acquired Company or any other Person to issue, purchase, register for salerepurchase, redeem or otherwise acquire any equity interests of such Acquired Company Ordinary Shares(other than this Agreement), (iii) options, warrants, purchase rights, subscription rights, conversion rights, exchange rights or other rights, Contracts or commitments to acquire equity interests of any Acquired Company, (iv) stock appreciation, phantom stock profit participation or similar rights with respect to any Acquired Company, (v) voting trusts or similar arrangements with respect to the equity interests of any Acquired Company, or (vi) Indebtedness of any Acquired Company having the right to vote on matters typically voted on by holders of the equity interests of such Acquired Company. (c) The Company does not directly or indirectly own any (i) equity interests in any other Person, (ii) interests convertible into or exchangeable for equity interests of any other Person or (iii) options or other rights to acquire equity interests of any other Person. Holdings does not own any (i) equity interests in any other Person, (ii) interests convertible into or exchangeable for equity interests of any other Person or (iii) options or other rights to acquire equity interests of any other Person, except for the equity interests in Holdco. Holdco does not own any (i) equity interests in any other Person, (ii) interests convertible into or exchangeable for equity interests of any other Person or (iii) options or other rights to acquire equity interests of any other Person, except for the equity interests in the Company.

Capitalization of the Company. (a) As of On the date of this Agreementhereof, the issued and outstanding share capital of the Company consists of 325,332 Company Ordinary Shares. Set forth in Section 5.6 US$50,000.00 divided into 1,000,000 shares of the Company Disclosure Letter nominal or par value of US$0.05 each, of which 1 share is a true, correct issued and complete list of each legal owner of Company Ordinary Shares or other Equity Securities of the Company and the number of Company Ordinary Shares or other Equity Securities held by each such holder outstanding as of the date hereof. On the Closing Date, the share capital of the Company shall consist of Ordinary Shares and Series A Preferred Shares as provided in the Amended and Restated Memorandum and Articles. (b) Except as set forth in this Section 5.6 5.06, there are no outstanding (i) shares of capital stock or voting securities of the Company, (ii) securities of the Company Disclosure Letter convertible into or pursuant to the Permitted Activities Documents, as exchangeable for shares of the date hereof there are no other ordinary shares, preferred shares capital stock or other Equity Securities voting securities of the Company authorizedor (iii) options or other rights to acquire from the Company, reserved for issuance, issued or outstanding. All other obligation of the issued Company to issue, any capital stock, voting securities or securities convertible into or exchangeable for capital stock or voting securities of the Company (the items in Section 5.06(b)(i), 5.06(b)(ii) and outstanding 5.06(b)(iii) being referred to collectively as the “Company Securities”). (c) On the Closing Date, the Conversion Date, the date Carlyle purchases the Additional Carlyle Purchased Shares (x) have been duly authorized and validly issued upon the conversion of the Series A Shares in accordance with the Amended and allotted Restated Memorandum and are fully paid; (y) have been offeredArticles, soldthe Investors will acquire good and valid title to the Series A Shares and Ordinary Shares, transferred and issued in compliance with applicable Law; and (z) are free and clear of any LiensLien, and such Series A Shares and Ordinary Shares will have been duly authorized, validly issued, fully paid and non-assessable. (bd) The Company has not issued, granted, and is not otherwise bound by or subject to any outstanding subscriptions, options, warrants, There are no preemptive rights or other securities (including debt securities) convertible, exercisable or exchangeable for Company Ordinary Shares, any other commitments, calls, conversion rights, similar rights of exchange or privilege (whether pre-emptive, contractual or by matter of Law), plans or other agreements on the part of any character providing Person with respect to the share capital of the Company. (e) Except for the issuance this Agreement, there is no agreement, arrangement or obligation of additional shares, the sale of treasury shares or other equity interests, or for the repurchase or redemption of shares or other equity interests of any kind (and no authorization therefore has been given) obligating the Company or the value of which is determined by reference any other Person: (i) to shares issue or other equity interests of the Companysell, and there are no voting trustsor cause to be issued or sold, proxies or agreements of any kind which may obligate the Company Securities; or (ii) to issue, purchase, register for salerepurchase, redeem or otherwise acquire any outstanding Company Ordinary SharesSecurities.

Capitalization of the Company. (a) As of the date of this Agreement, the issued and outstanding The authorized share capital of the Company consists of 325,332 Company Ordinary Shares12,807,111 common shares, without par value. Set forth The Shares are duly authorized, validly issued, fully paid and nonassessable and owned of record and beneficially by Seller, free and clear of all Encumbrances (other than any Encumbrances under applicable securities Laws). The Shares were not issued in Section 5.6 violation of the Company Disclosure Letter is a true, correct and complete list of each legal owner of Company Ordinary Shares or other Equity Securities any Organizational Document of the Company and Seller, and immediately prior to the number Closing will have, good and valid title and ownership, of Company Ordinary Shares or other Equity Securities held by each such holder as record and beneficially, all of the date hereof. Except as set forth in Section 5.6 equity interests of the Company Disclosure Letter or pursuant to (including the Permitted Activities DocumentsShares), as free and clear of the date hereof there are no all Encumbrances, other ordinary shares, preferred shares or other Equity Securities of the Company authorized, reserved for issuance, issued or outstandingthan restrictions on transfer that may be imposed by applicable securities Laws. All The Shares represent all of the issued and outstanding common shares and all of the outstanding equity interests of the Company. No Person owns any equity interest, directly or indirectly, of the Company (other than Seller). All of the Shares (x) have been duly authorized and validly issued and allotted and are fully paid; (y) have been offered, sold, transferred and were issued in compliance with applicable Law; Laws. None of the Shares were issued in violation of any agreement, arrangement or commitment to which Seller or the Company is a party or is subject to or in violation of any preemptive or similar rights of any Person. Upon consummation of the Sale, Purchaser will own all of the issued and outstanding equity interests in the Company (z) are including the Shares), free and clear of any Liensall Encumbrances, other than restrictions on transfer that may be imposed by applicable securities Laws. (b) The Company has not issued, granted, and is not otherwise bound by or subject to any outstanding subscriptions, options, warrants, rights or other securities (including debt securities) convertible, exercisable or exchangeable Except for Company Ordinary the Shares, any other commitmentsthere are no shares of common stock, calls, conversion rights, rights of exchange or privilege (whether pre-emptive, contractual or by matter of Law), plans or other agreements of any character providing for the issuance of additional shares, the sale of treasury shares or other equity interests, or for the repurchase or redemption of shares preferred stock or other equity interests of the Company issued and outstanding or held in treasury, and there are no preemptive or other outstanding rights, subscriptions, options, warrants, stock appreciation rights, redemption rights, repurchase rights, convertible, exercisable, or exchangeable securities or other agreements, arrangements or commitments of any character relating to the value of which is determined by reference to shares issued or unissued share capital or other equity interests ownership interest in the Company, including any Equity Awards, or any other securities or obligations convertible or exchangeable into or exercisable for, or giving any Person a right to subscribe for or acquire, any securities of the Company, and there no securities evidencing such rights are authorized, issued or outstanding. The Company has no outstanding bonds, debentures, notes or other obligations that provide the holders thereof the right to vote (or are convertible or exchangeable into or exercisable for securities having the right to vote) with the sole stockholder of the Company on any matter. There are no voting trusts, stockholder agreements, proxies or other agreements or understandings in effect with respect to the voting or transfer of any kind which may obligate of the Company to issue, purchase, register for sale, redeem or otherwise acquire any Company Ordinary Shares.

Capitalization of the Company. (a) As The authorized capital stock of the Company will at the Closing consist of: (A) 30,000,000 shares of Common Stock (subject to increase to 40,000,000 shares, subject to shareholder approval), 10,752,492 of which shares are outstanding on the date hereof and 613,390 of which shares are reserved for issuance pursuant to outstanding options to purchase shares of Common Stock granted under the Company's stock option plans, and (B) 20,000,000 shares of Preferred Stock, of which 200,000 will be designated Preferred Shares, 65,000 of which Preferred Shares will be issued and outstanding and owned by the Purchasers, at the Closing. No other capital stock of the Company is, or at the Closing will be, authorized and no other capital stock is, or at the Closing will be, issued. At the Closing, all of the Preferred Shares will be duly authorized and, when issued in accordance with this Agreement, will be validly issued, fully paid and nonassessable and entitled to the issued benefits of, and outstanding share capital have the terms and conditions set forth in, the Articles of the Company consists of 325,332 Company Ordinary Shares. Set forth in Section 5.6 of the Company Disclosure Letter is a true, correct and complete list of each legal owner of Company Ordinary Shares or other Equity Securities of the Company and the number of Company Ordinary Shares or other Equity Securities held by each such holder as of the date hereofIncorporation. Except as set forth in Section 5.6 Item 3.4 of the Disclosure Schedule and except as contemplated by this Agreement, there are no outstanding (A) securities or obligations of the Company Disclosure Letter convertible into or pursuant to the Permitted Activities Documents, as exchangeable for any capital stock of the date hereof there are no other ordinary sharesCompany, preferred shares or other Equity Securities of the Company authorized, reserved for issuance, issued or outstanding. All of the issued and outstanding Company Shares (xB) have been duly authorized and validly issued and allotted and are fully paid; (y) have been offered, sold, transferred and issued in compliance with applicable Law; and (z) are free and clear of any Liens. (b) The Company has not issued, granted, and is not otherwise bound by or subject to any outstanding subscriptions, options, warrants, rights or other securities (including debt securities) convertible, exercisable options to subscribe for or purchase from the Company any capital stock or any such convertible or exchangeable for securities or obligations or (C) obligations of the Company Ordinary Sharesto issue such shares, any other commitmentssuch convertible or exchangeable securities or obligations, calls, conversion rightsor any such warrants, rights or options. No person has preemptive or similar rights with respect to the securities of exchange or privilege (whether pre-emptive, contractual or by matter the Company. Except as set forth in Item 3.4 of Law), plans or other agreements of any character providing for the issuance of additional sharesDisclosure Schedule, the sale consummation of treasury shares or other equity interests, or for the repurchase or redemption transactions contemplated by the Merger Agreement will not permit any holders of shares or other equity interests Indebtedness of the Company or the value of which is determined by reference Target to shares or other equity interests convert such Indebtedness to capital stock of the Company, and there are no voting trusts, proxies Company or agreements of any kind which may obligate the Company to issue, purchase, register for sale, redeem or otherwise acquire any Company Ordinary SharesTarget.

Capitalization of the Company. (a) As Schedule 5.2 sets forth a complete and accurate list of the date of this Agreementauthorized, the issued and outstanding share capital of the Company consists of 325,332 Company Ordinary Shares. Set forth in Section 5.6 of the Company Disclosure Letter is a true, correct and complete list of each legal owner of Company Ordinary Shares or other Equity Securities units of the Company and the number percentage interests beneficially and of Company Ordinary Shares or other Equity Securities held by each such holder as of record for all membership interests in the date hereofCompany. Except as set forth in Section 5.6 of the Company Disclosure Letter or pursuant to the Permitted Activities Documentson Schedule 5.2, as of the date hereof there are no other ordinary shares, preferred shares or other Equity Securities membership interests of the Company authorized, reserved for issuance, issued outstanding and no outstanding or outstanding. All of the issued and outstanding Company Shares (x) have been duly authorized and validly issued and allotted and are fully paid; (y) have been offered, sold, transferred and issued in compliance with applicable Law; and (z) are free and clear of any Liens. (b) The Company has not issued, granted, and is not otherwise bound by or subject to any outstanding subscriptions, options, warrants, convertible or exchangeable securities, subscriptions, rights or other securities (including debt securities) convertible, exercisable or exchangeable for Company Ordinary Shares, any other commitments, calls, conversion preemptive rights, rights of exchange or privilege (whether pre-emptive, contractual or by matter of Law), plans calls or other agreements commitments of any character providing for whatsoever, relating to the issuance of additional sharesmembership interests of, or other rights or voting interest in, the Company, to which the Company is a party or is bound requiring the issuance, delivery or sale of treasury shares or other equity interests, or for the repurchase or redemption of shares or other equity interests of the Company or the value of which is determined by reference to shares or other equity membership interests of the Company, and there . There are no outstanding stock or membership interest appreciation, phantom stock, profit participation or similar rights with respect to the membership interests of, or other rights or voting trustsinterest in, proxies or agreements of any kind which may obligate the Company to issuewhich the Company is a party or is bound. The Company has no authorized or outstanding bonds, purchasedebentures, register notes or other indebtedness the holders of which have the right to vote (or convertible into, exchangeable for, or evidencing the right to subscribe for saleor acquire securities having the right to vote) with the members of the Company on any matter. There are no contracts to which the Company is a party or by which it is bound to (i) issue additional membership interests, other securities of the Company, or other outstanding or authorized options, warrants, convertible or exchangeable securities, subscriptions, rights (including preemptive rights), calls or commitments of any character whatsoever, relating to the membership interests of, or other equity or voting interest in, the Company, (ii) repurchase, redeem or otherwise acquire any membership interest of, or other rights or voting interest in, the Company Ordinary Sharesor (iii) vote or dispose of any membership interest of, or other rights or voting interest in, the Company. There are no irrevocable proxies and no voting agreements with respect to any membership interest of, or other rights or voting interest in, the Company. (b) All of the outstanding membership interests of the Company are duly authorized, validly issued, fully paid, not in default under the Company’s limited liability company agreement and non-assessable and free of any preemptive rights in respect thereto.

Capitalization of the Company. (a) As of the date of this AgreementEffective Date, the authorized capital stock of the Company will consist entirely of the New Common Stock and the Series A Preferred, the number of authorized shares of which shall be as set forth in the certificate of incorporation of the Company, as amended to reflect the terms set forth on the applicable exhibit to the Plan (the “Effective Date Charter”). As of the Effective Date, the only shares of New Common Stock and Series A Preferred that shall be issued and outstanding share capital shall be those shares of the Company consists of 325,332 Company Ordinary Shares. Set forth New Common Stock and Series A Preferred that shall have been issued in Section 5.6 of the Company Disclosure Letter is a true, correct and complete list of each legal owner of Company Ordinary Shares or other Equity Securities of the Company accordance with this Agreement and the number of Company Ordinary Shares or other Equity Securities held by each such holder as of the date hereofPlan. Except as set forth in Section 5.6 of the Company Disclosure Letter or pursuant to the Permitted Activities Documentson Schedule 2.2 hereto, as of the date hereof Effective Date, there will be no options, warrants, securities or rights that are no other ordinary sharesor may become exercisable or exchangeable for, preferred convertible into, or that otherwise give any Person any right to acquire, shares of capital stock or other Equity Securities securities of the Company authorizedor to receive payments based in whole or in part upon the value of the capital stock of the Company, reserved for whether pursuant to a phantom stock plan or otherwise. As of the Effective Date, and except as provided hereunder or contemplated by the Plan, there will be no Contracts relating to the issuance, issued grant, sale or outstanding. All transfer of any equity securities, options, warrants, convertible securities or other securities of the issued Company. Except as contemplated by the Plan, as of the Effective Date, there will be no Contracts of the Company to repurchase, redeem or otherwise acquire any of its equity securities, options, warrants, convertible securities or other securities and, other than pursuant to the Stockholders Agreement, the Company will not have granted any registration rights with respect to any of its securities or any securities of any of its Subsidiaries. As of the Effective Date, all of the outstanding shares of New Common Stock and outstanding Company Shares (x) Series A Preferred will have been duly authorized and validly issued issued, fully paid and allotted nonassessable, and are fully paid; (y) have been offered, sold, transferred and will not be issued in compliance with violation of the Securities Act or any other applicable Law; and (z) are free and clear of any Liens. (b) The Company has not issued, granted, and is not otherwise bound by or subject to any outstanding subscriptions, options, warrants, rights or other securities Laws (including debt securities) convertible, exercisable or exchangeable for Company Ordinary Shares, any other commitments, calls, conversion rights, rights of exchange or privilege (whether pre-emptive, contractual or by matter of Lawstate “blue sky” Laws), plans or other agreements of any character providing for the issuance of additional shares, the sale of treasury shares or other equity interests, or for the repurchase or redemption of shares or other equity interests of the Company or the value of which is determined by reference to shares or other equity interests of the Company, and there are no voting trusts, proxies or agreements of any kind which may obligate the Company to issue, purchase, register for sale, redeem or otherwise acquire any Company Ordinary Shares.

Capitalization of the Company. (a) As of the date of this Agreement, the issued and outstanding share capital of the Company consists of 325,332 Company Ordinary Shares. Set forth in Section 5.6 3.2(a) of the Company Disclosure Letter is a true, correct and complete list of each legal owner of Company Ordinary Shares or other Equity Securities Schedule sets forth the capitalization of the Company and the number of Company Ordinary Shares or other Equity Securities held by each such holder as of the date hereof. Except as set forth , describing in Section 5.6 each case (i) the authorized capital stock of the Company Disclosure Letter or pursuant to Company, including the Permitted Activities Documents, as number of shares and par value thereof; (ii) the date hereof there number of shares that are no other ordinary shares, preferred shares or other Equity Securities of the Company authorized, reserved for issuance, issued or outstanding. All of the issued and outstanding Company Shares (x) have been duly authorized and validly issued and allotted and are fully paid; (y) have been offered, sold, transferred and issued in compliance with applicable Lawtherein; and (ziii) are free and clear the owners of any Lienseach such equity interest. (b) The Company has not Transferred Equity Interests (prior to the issuance of the Issued Equity Interests) constitute all of the issued and outstanding equity interests of the Company. (c) All of the Transferred Equity Interests have been and all of the Issued Equity Interests will be as of Closing duly authorized and validly issued, grantedfully paid and nonassessable and were not issued in violation of (i) any agreement, arrangement, Contract or other commitment to which the Company is a party or is subject to; (ii) any preemptive or similar rights of any Person; or (iii) any Law. (d) There are no outstanding and is not otherwise bound by or subject to any outstanding authorized (x) options, subscriptions, optionswarrants or rights of conversion, warrantscalls, puts, rights of first refusal, preemptive rights or other similar rights, Contracts, agreements, arrangements or commitments obligating any of the Company or its Affiliates to issue, sell or otherwise cause to become outstanding or to acquire, repurchase or redeem any shares of or other equity interest in the Company’s capital stock or any interest therein, other equity interests or securities (including debt securities) convertible, exercisable convertible into or exchangeable for Company Ordinary Sharesequity interests in the Company, any other commitments, calls, conversion rights, rights of exchange the Transferred Equity Interests or privilege (whether pre-emptive, contractual or by matter of Law), plans the Issued Equity Interests or other agreements of any character providing for the issuance of additional shares, the sale of treasury shares direct or other equity interests, or for the repurchase or redemption of shares or other indirect equity interests of the Company (whether issued or unissued); (y) stock appreciation rights, phantom stock, profit participation or other similar rights or equity equivalents of or with respect to the Company; or (z) voting trusts, stockholder agreements, proxies or other agreements or understandings in effect with respect to the voting or transfer of any of the Transferred Equity Interests or the value of Issued Equity Interests or to which the Company is determined a party or by reference which the Company is bound. No claim has been made or, to shares or other equity interests the Knowledge of the Company, threatened, asserting that any Person is the holder or beneficial owner of, or has the right to acquire beneficial ownership of, any Transferred Equity Interests, any Issued Equity Interests or any other equity interests in the Company, and there are to the Knowledge of the Company, no voting trusts, proxies facts or agreements circumstances exist that would reasonably be expected to give rise to a valid claim of such ownership by any kind which may obligate the Company to issue, purchase, register for sale, redeem or otherwise acquire any Company Ordinary SharesPerson.

Capitalization of the Company. (a) As of the date of this Agreement, the issued and outstanding share The authorized capital stock of the Company consists of 325,332 130,000 shares of Common Stock, 100,000 of which are validly issued and outstanding, fully paid and nonassessable and the Company Ordinary Sharesdoes not have any shares of preferred stock or any other shares of capital stock authorized, issued or outstanding. Set forth in Section 5.6 Except for the Options, there are no outstanding bonds, debentures, notes or other indebtedness or other securities of the Company Disclosure Letter is a in each case, having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) as stockholders on any matter on which the Sellers may vote in their capacity as stockholders. Except for the Options, there are no outstanding options, warrants, registration or other rights or commitments, in each case to issue, sell, exchange, or have registered with the Securities and Exchange Commission (or its equivalent), any shares of capital stock or any securities or obligations convertible into or exchangeable for, or giving any Person any right to acquire from the Company, any shares of capital stock. There are no outstanding obligations of the Company to repurchase, redeem or otherwise acquire any capital stock or other securities of the Company. Except pursuant to the Delaware General Corporation Law, there are no restrictions, including, but not limited to, self-imposed restrictions, on the ability of the Company to declare and pay dividends. There are no stock appreciation rights, phantom stock plans, equity appreciation plans, stock valuation plans or similar agreements or arrangements pursuant to which any Person shall have the right to receive any money or property with respect to the equity securities, capital structure or shareholders equity or any increase in the value of any of them of the Company. The Company has made available to Buyer true, correct and complete list copies of any share transfer documentation of the Company, which reflect fully all transfers and redemptions of the Company’s capital shares since its date of incorporation. (b) Sellers are the record owners of and have good and valid title to the Shares, free and clear of all Encumbrances, other than as set forth in the Shareholders Agreement (which shall be terminated as of the Closing pursuant to this Agreement). Section 3.03(b) of the Disclosure Schedules sets forth, for each legal owner Seller, the domicile address of such Seller and the number of Shares held by such Seller and the date(s) of acquisition of such Shares. The Shares constitute 100% of the total issued and outstanding capital stock of the Company. The Shares have been duly authorized and are validly issued, fully-paid and nonassessable. Upon consummation of the transactions contemplated by this Agreement, Buyer shall own all of the Shares. (c) The Company Ordinary Shares has not adopted, sponsored or maintained any stock option plan or any other Equity plan or agreement providing for equity compensation to any Person, other than the Stock Option Plan and the Options. The Stock Option Plan and each of the Options have been duly authorized, approved and adopted by the Board. The Company has reserved for issuance to the Optionholders 15,000 shares of the Common Stock underlying the Options. The Options have been offered, issued and delivered by the Company in all material respects in compliance with all applicable Laws, including federal and state securities Laws, and in compliance with the Organizational Documents of the Company. Each Option shall be vested in full at or prior to Closing and no Option shall be outstanding after the Closing. Section 3.03(c) of the Disclosure Schedules sets forth, for each Option, the name of the Optionholder, the domicile address of such Optionholder, such Optionholder’s job title as an employee of the Company, the date of grant or issuance of such Option, and the number of shares of Common Stock subject to such option and the exercise price of such Option. (d) The Company Securities were issued in material compliance with applicable Laws. The Company Securities were not issued in violation of the Organizational Documents of the Company or any other agreement, arrangement or commitment to which any of the Company Holders or the Company is a party and are not subject to or in violation of any preemptive or similar rights of any Person. (e) Other than the Organizational Documents of the Company and the number of Company Ordinary Shares or other Equity Securities held by each such holder as of the date hereof. Except as set forth in Section 5.6 of the Company Disclosure Letter or pursuant to the Permitted Activities DocumentsShareholders’ Agreement, as of the date hereof there are no other ordinary shares, preferred shares or other Equity Securities of the Company authorized, reserved for issuance, issued or outstanding. All of the issued and outstanding Company Shares (x) have been duly authorized and validly issued and allotted and are fully paid; (y) have been offered, sold, transferred and issued in compliance with applicable Law; and (z) are free and clear of any Liens. (b) The Company has not issued, granted, and is not otherwise bound by or subject to any outstanding subscriptions, options, warrants, rights or other securities (including debt securities) convertible, exercisable or exchangeable for Company Ordinary Shares, any other commitments, calls, conversion rights, rights of exchange or privilege (whether pre-emptive, contractual or by matter of Law), plans or other agreements of any character providing for the issuance of additional shares, the sale of treasury shares or other equity interests, or for the repurchase or redemption of shares or other equity interests of the Company or the value of which is determined by reference to shares or other equity interests of the Company, and there are no voting trusts, proxies or other agreements or understandings in effect with respect to the voting or transfer of any kind which may obligate of the Company to issue, purchase, register for sale, redeem or otherwise acquire any Company Ordinary SharesSecurities.

Capitalization of the Company. (a) As of the date of this Agreement, the issued and outstanding share capital The authorized equity of the Company consists of 325,332 Company Ordinary Shares. Set forth in Section 5.6 100 membership units of the Company Disclosure Letter is a true, correct which 100 are issued and complete list of each legal owner of Company Ordinary Shares or other Equity Securities of the Company and the number of Company Ordinary Shares or other Equity Securities held by each such holder as of the date hereof. Except as set forth in Section 5.6 of the Company Disclosure Letter or pursuant to the Permitted Activities Documents, as of the date hereof there are no other ordinary shares, preferred shares or other Equity Securities of the Company authorized, reserved for issuance, issued or outstanding. All The Contributed Membership Interests constitute all of the issued and outstanding Company Shares Equity Interests of the Company. The Contributed Membership Interests (xi) have been duly authorized authorized, (ii) are validly issued, fully-paid, and validly issued non-assessable, and allotted and are fully paid; (yiii) have been offered, sold, transferred and were not issued in compliance with violation of any preemptive right, subscription right, right of first refusal, or applicable Law; and . Except for this Agreement, there are no (zi) are free and clear of any Liens. (b) The Company has not issued, granted, and is not otherwise bound by or subject to any outstanding subscriptions, options, warrants, rights or other securities (including debt securities) convertible, exercisable or exchangeable for Company Ordinary Shares, any other commitments, calls, conversion rights, rights of exchange or privilege (whether pre-emptive, contractual or by matter of Law), plans or other agreements of any character providing for the issuance of additional shares, the sale of treasury shares or other equity interests, profit interests or for voting securities in the repurchase Company, (ii) securities convertible or redemption of shares exchangeable into any equity interest or other equity interests of the Company or the value of which is determined by reference to shares or other equity profit interests of the Company, and there (iii) outstanding options, warrants, rights, calls, convertible securities, or other Contracts obligating the Company or any Seller to issue, transfer, sell, repurchase, or redeem any Equity Interests of the Company, including the Contributed Membership Interests. There are no outstanding or authorized stock appreciation, phantom, or similar rights with respect to the Company. There are no voting trusts, proxies shareholders agreements, proxies, or agreements other Contracts or understandings in effect with respect to the voting or transfer of any kind of the Contributed Membership Interests or any other Equity Interests in the Company. (b) There are no Contracts to which may obligate the Company any Seller is a party which requires any Seller to issue, purchase, register for salerepurchase, redeem or otherwise acquire any Equity Interests or similar equity interest or to make any investment (in the form of a loan, capital contribution or otherwise) in any other Person. The Company Ordinary Sharesdoes not directly or indirectly own, or have any interest in or right to acquire, any Equity Interests of any other Person. The Company does not directly or indirectly control (as such term is defined in the definition of “Affiliate”) any other Person. (c) Except as set forth on Schedule 3.5(c), there are no accrued, but unpaid, distributions with respect to any membership interests or other securities of the Company. Except as set forth on Schedule 3.7(c) attached hereto, there has never been (x) any significant deficiency or material weakness in any system of internal accounting controls used by the Company, (y) any fraud or other wrongdoing that involves any of the management or other employees of the Company who have a role in the preparation of financial statements or the internal accounting controls used by the Company, or (z) any claim or allegation regarding any of the foregoing. (d) The Company has no Subsidiaries, nor has it ever had, any Subsidiaries. The Company does not directly or indirectly own or hold, and has never owned or held, any (or the right to acquire any) stock, partnership interest, joint venture interest or other equity ownership interest in any other Person, except for those set forth on Schedule 3.5(d).

Capitalization of the Company. (a) As of the date of this AgreementThe authorized, the issued and outstanding share capital equity interests of the Company consists of 325,332 Company Ordinary Sharesare as set forth on Schedule ‎3.3(a). Set forth in Section 5.6 The equity interests of the Company Disclosure Letter is a truethat are issued and outstanding have been duly authorized and are validly issued, correct and complete list are owned of each legal owner of Company Ordinary Shares or other Equity Securities of record, collectively, by the Company Equityholders free and clear of all Liens, other than Permitted Liens, and were issued in compliance in all material respects with all applicable securities Laws and the number Company’s Organizational Documents free and clear of Company Ordinary Shares all pre-emptive rights and other similar rights to acquire or other Equity Securities held by each such holder as of the date hereofpurchase. Except as set forth in Section 5.6 on Schedule ‎3.3(a), (a) there are no outstanding (i) equity securities or phantom or other equity interests (including options, warrants, equity-linked awards, calls or rights of first refusal) of the Company, (ii) securities of the Company Disclosure Letter convertible into or pursuant exchangeable for or embodying any right to the Permitted Activities Documents, as acquire equity shares or other equity securities of the date hereof Company or (iii) options or other rights to acquire from the Company any equity securities or phantom or other equity interests (including any options, warrants, equity linked awards, calls or rights of first refusal) of the Company (the items in clauses (i), (ii) and (iii) being referred to collectively as the “Company Securities”) and (b) there are no other ordinary shares, preferred shares or other Equity Securities outstanding obligations of the Company, actual or contingent, to issue or deliver, or repurchase, redeem or otherwise acquire, any Company authorized, reserved for issuance, issued or outstanding. All of the issued and outstanding Company Shares (x) have been duly authorized and validly issued and allotted and are fully paid; (y) have been offered, sold, transferred and issued in compliance with applicable Law; and (z) are free and clear of any LiensSecurities. (b) The Except as set forth on the Schedule ‎3.3(b), there are no agreements to which the Company has not issuedis a party with respect to the voting or transfer of any Company Securities. To the Knowledge of the Company, granted, and there are no agreements to which the Company is not otherwise bound by or subject a party with respect to the voting of any Company Securities, any grant to any outstanding subscriptions, options, warrants, holder thereof (individually or with others) of approval rights over any action or other securities (including debt securities) convertible, exercisable or exchangeable for Company Ordinary Shares, any other commitments, calls, conversion rights, rights of exchange or privilege (whether pre-emptive, contractual or by matter of Law), plans or other agreements of any character providing for the issuance of additional shares, the sale of treasury shares or other equity interests, or for the repurchase or redemption of shares or other equity interests inaction of the Company or that restrict the value transfer of which is determined by reference any Company Securities. (c) Schedule ‎3.3(c) contains a true and complete list of all outstanding Company Securities that represent equity or equity-based compensation provided to shares a current or other equity interests former Service Provider, including with respect to each such award, as applicable, the holder, number of Company Securities applicable to such award, date of grant, exercise price, and strike price or participation threshold. (d) The allocations of the Estimated Aggregate Closing Consideration and any Additional Consideration set forth in the Distribution Schedule will, as of the Closing, comply with the requirements of applicable Law in all material respects and the Company, and there are no voting trusts, proxies or agreements of any kind which may obligate the Company to issue, purchase, register for sale, redeem or otherwise acquire any Company Ordinary Shares’s Organizational Documents.

Capitalization of the Company. (ai) The authorized capital stock of the Company consists of 400,000,000 shares of Common Stock $0.001 par value. (ii) As of the date of this AgreementAgreement and, except for the securities that may be issued under the Bridge Financing and Closing Financing as of the Closing, there are 134,754,232 shares of Common Stock issued and outstanding share capital outstanding, all of which are duly authorized, validly issued, fully paid and non-assessable and none of which were issued in violation of any preemptive rights. (iii) As of the date of this Agreement and as of the Effective Date, other than the Bridge Financing and the Closing Financing: (A) No shares of the Company consists were reserved for issuance upon the exercise of 325,332 Company Ordinary Shares. Set forth in Section 5.6 outstanding options, warrants or other rights to purchase shares; (B) No shares of the Company Disclosure Letter is a true, correct and complete list of each legal owner of Company Ordinary Shares or other Equity Securities stock were held in the treasury of the Company and the number of Company Ordinary Shares or other Equity Securities held by each such holder Company; (C) Except as set forth above, as of the date hereof. Except as set forth in Section 5.6 , no shares or other voting securities of the Company Disclosure Letter are issued, reserved for issuance or pursuant to the Permitted Activities Documents, as of the date hereof there are outstanding and no other ordinary shares, preferred shares or other Equity Securities voting securities of the Company authorized, reserved for issuance, shall be issued or outstanding. All become outstanding as of such date; (D) There are no bonds, debentures, notes or other indebtedness or securities of the issued and outstanding Company Shares that have the right to vote (xor that are convertible into, or exchangeable for, securities having the right to vote) have been duly authorized and validly issued and allotted and are fully paid; (y) have been offered, sold, transferred and issued in compliance with applicable Law; and (z) are free and clear on any matters on which stockholders of any Liensthe Company may vote. (bE) The Company has not issuedno contract or other obligation to repurchase, grantedredeem or otherwise acquire any shares of the Company stock, and is not otherwise bound by or subject to make any investment (in the form of a loan, capital contribution or otherwise) in any other person. (F) There are no outstanding subscriptions, options, warrants, rights or other securities (including debt securities) convertible, exercisable or exchangeable for Company Ordinary Shares, any other commitmentsputs, calls, conversion rights, rights of exchange exchangeable or privilege (whether pre-emptive, contractual or by matter of Law), plans convertible securities or other commitments or agreements of any character providing for relating to the issuance of additional shares, the sale of treasury issued or unissued shares or other equity interests, or for the repurchase or redemption of shares or other equity interests securities of the Company or and none of the value of which is determined by reference to shares outstanding equity securities or other equity interests securities of the CompanyCompany was issued in violation of the Securities Act of 1933, and there are no voting trusts, proxies as amended (the “Securities Act”) or agreements of any kind which may obligate other legal requirement. (iv) The only securities issued by the Company from the date of this Agreement to issue, purchase, register for sale, redeem or otherwise acquire any the Effective Date have been described in reasonable detail by the Company Ordinary Sharesin notices to Seacret.

Capitalization of the Company. (a) As of the date of this Agreement, the issued and outstanding share The authorized capital stock of the Company consists of 325,332 Company Ordinary Shares. Set forth in Section 5.6 of the Company Disclosure Letter is a true, correct and complete list of each legal owner 1,000 shares of Company Ordinary Shares or other Equity Securities Common Stock, all of the Company and the number of Company Ordinary Shares or other Equity Securities held by each such holder as of the date hereof. Except as set forth in Section 5.6 of the Company Disclosure Letter or pursuant to the Permitted Activities Documents, as of the date hereof there are no other ordinary shares, preferred shares or other Equity Securities of the Company authorized, reserved for issuance, issued or outstanding. All of the issued and outstanding Company Shares (x) which have been duly authorized and authorized, are validly issued and allotted outstanding, fully paid and are fully paid; (y) have been offered, sold, transferred nonassessable and owned beneficially and of record by the Seller free and clear of all Liens. The Shares were issued in compliance with all applicable Law; securities laws, and (z) are not subject to, nor were they issued in violation of, any preemptive rights. Since February 14, 1995, no shares of any of the capital stock of the Company have been issued, canceled, repurchased or redeemed nor have there been any changes in the capitalization of the Company, and neither the Company nor the Seller has any obligation, understanding, agreement or commitment that would require the Company to issue, cancel, repurchase or redeem any capital stock of the Company. The Seller has no obligation, understanding, agreement or commitment that could require the Seller to sell, transfer or otherwise dispose of any of the capital stock of the Company, other than this Agreement. Upon the delivery by the Seller of certificates evidencing the Shares, duly endorsed for transfer or accompanied by stock transfer powers duly endorsed in blank, to the Purchaser pursuant to Section 1.02(a), against payment of the Purchase Price as provided in Section 1.02(b), the Seller will transfer valid title to the Shares to the Purchaser, free and clear of any and all Liens. (b) The Except as expressly contemplated by this Agreement, (i) no subscription, warrant, option, call, convertible security or other right (contingent or other) to purchase or acquire any shares of any class of capital stock of the Company has not issuedis authorized or outstanding, granted, and (ii) there is not otherwise bound by or subject any commitment of the Company to issue any outstanding subscriptions, optionsshares, warrants, options or other such rights or other securities (including debt securities) convertible, exercisable or exchangeable for Company Ordinary Shares, any other commitments, calls, conversion rights, rights of exchange or privilege (whether pre-emptive, contractual or by matter of Law), plans or other agreements to distribute to holders of any character providing for class of its capital stock any evidences of indebtedness or assets, (iii) the issuance Company has no obligation (contingent or other) to purchase, redeem or otherwise acquire, convert or exchange any shares of additional shares, the sale of treasury shares or other equity interests, or for the repurchase or redemption of shares or other equity interests capital stock of the Company or the value of which is determined by reference any interest therein or to shares pay any dividend or make any other equity interests of the Companydistribution in respect thereof, and (iv) there are no voting trustsoutstanding or authorized stock appreciation, proxies phantom stock, profit participation or agreements similar rights with respect to the Company and (v) there is not any agreement relating to the voting, transfer or registration under any securities laws of any kind which may obligate the Company to issue, purchase, register for sale, redeem or otherwise acquire Common Stock nor any Company Ordinary Sharesoutstanding proxies with respect thereto.

Capitalization of the Company. (a) As of the date of this Agreement, the issued and outstanding share The authorized capital stock of the Company consists of 325,332 Company Ordinary 1,000,000 shares of common stock, of which 124,748.0612 shares are issued and outstanding and constitute the Shares. Set forth in Section 5.6 The Shares represent all of the Company Disclosure Letter is a trueauthorized and outstanding Equity Interests of the Company. The Shares (i) have been duly authorized, correct (ii) are validly issued, fully-paid, and complete list non-assessable and (iii) were not issued in violation of each legal owner any preemptive right, subscription right, right of Company Ordinary Shares first refusal, applicable Law or Organizational Documents of the Company. Except for this Agreement, there are no outstanding options, warrants, rights, calls, convertible securities, or other Contracts obligating the Company to issue, transfer, sell, repurchase, or redeem any Equity Securities Interests of the Company and Company, including the number of Company Ordinary Shares or other Equity Securities held by each such holder as of the date hereofShares. Except as set forth in Section 5.6 Schedule 5.2(a), there are no outstanding or authorized limited liability company interest appreciation, phantom or similar rights with respect to the Company. There are no voting trusts, stockholder agreements, proxies, or other Contracts in effect to which the Company is a party with respect to the voting or transfer of the Shares. (b) Except as set forth in Schedule 5.2(b), the Company does not directly or indirectly (i) own, or have any interest in or right to acquire, any Equity Interests of any other Person (other than the other members of the Company Disclosure Letter Group) or pursuant to (ii) control (as such term is defined in the Permitted Activities Documents, as definition of “Affiliate”) any other Person. (c) Schedule 5.2(c) sets forth a true and correct list of the date hereof there are no other ordinary shares, preferred shares or other Equity Securities Subsidiaries of the Company, together with each such Subsidiary’s jurisdiction of organization or formation and the Equity Interests (and percentage interest) held by any Person, in such Subsidiary. The Company authorizedor one or more of their Subsidiaries own, reserved for issuancedirectly or indirectly, issued or outstanding. All all of the issued and outstanding Company Shares Equity Interests of each of the Subsidiaries, free and clear of any Liens (x) other than restrictions on transfer imposed under applicable securities Laws), and all of such outstanding Equity Interests have been duly authorized and validly issued and allotted and are fully paid; (y) have been offered, sold, transferred nonassessable and issued in compliance with applicable Law; free of preemptive and (z) similar rights. There are free and clear of any Liens. (b) The Company has not issued, granted, and is not otherwise bound by or subject to any no outstanding subscriptions, options, warrants, rights or other securities (including debt securities) convertible, exercisable or exchangeable for Company Ordinary Shares, any other commitmentsrights, calls, conversion rightsconvertible securities, rights of exchange or privilege (whether pre-emptive, contractual or by matter of Law), plans or other agreements of Contracts obligating any character providing for the issuance of additional shares, the sale of treasury shares or other equity interests, or for the repurchase or redemption of shares or other equity interests Subsidiary of the Company to issue, transfer, sell, repurchase, or the value redeem any Equity Interests of which is determined by reference such Subsidiary. There are no outstanding or authorized limited liability company interest appreciation, phantom or similar rights with respect to shares or other equity interests any Subsidiary of the Company, and there . There are no voting trusts, proxies stockholder agreements, proxies, or agreements other Contracts in effect to which any Subsidiary of the Company is a party with respect to the voting or transfer of the Equity Interests of any kind which may obligate Subsidiary of the Company to issue, purchase, register for sale, redeem or otherwise acquire any Company Ordinary SharesCompany.

Capitalization of the Company. (a) As of the date of this Agreement, the issued and outstanding share The authorized capital stock of the Company consists solely of 325,332 Company Ordinary 10,500,000 shares of common stock, par value $0.01 per share (the “Shares. Set forth in Section 5.6 ”), of the Company Disclosure Letter is a truewhich, correct and complete list of each legal owner of Company Ordinary Shares or other Equity Securities of the Company and the number of Company Ordinary Shares or other Equity Securities held by each such holder as of the date hereof. Except as , 9,114,963 Shares are duly authorized validly issued and outstanding, fully paid and non-assessable, and 1,192,480 Shares have been reserved for issuance upon exercise of any outstanding stock options set forth in Section 5.6 on Schedule 5.2(a) of the Company Disclosure Letter Schedule (the “Options”). No Shares are held in the treasury of the Company. None of the Shares or pursuant to the Permitted Activities DocumentsOptions has been or, as of the date hereof there are no Closing Date, will have been issued in violation of preemptive or similar rights, the Securities Act of 1933, as amended, or any other ordinary sharesApplicable Law. Immediately prior to the Closing, preferred shares or other Equity Securities of the Company authorized, reserved for issuance, issued or outstanding. All of the all issued and outstanding Company Shares, including any Shares (x) have been issued upon exercise of Options, will be duly authorized and authorized, validly issued and allotted outstanding, fully paid and are fully paid; (y) have been offered, sold, transferred and issued in compliance with applicable Law; and (z) are free and clear of any Liensnon-assessable. (b) The Except for the Shares and the Options, there are no (i) shares of capital stock or other securities of the Company has not issuedoutstanding, granted, and is not otherwise bound by or subject to any (ii) outstanding subscriptions, options, warrants, calls, convertible or exchangeable securities or rights to purchase or acquire any unissued shares of capital stock or other securities of the Company, (including debt securitiesiii) convertibleunissued shares of capital stock or other securities of the Company reserved for issuance for any purpose or subject to preemptive rights, exercisable (iv) other than this Agreement, contracts, commitments, agreements, understandings, arrangements or exchangeable for restrictions to which the Company Ordinary Sharesor Shareholders are a party or which either of them is bound relating to any shares of capital stock or other securities of the Company, whether or not outstanding, or any other commitmentsagreements or other instruments in effect, callsto which the Company is a party, conversion rightsgiving any Person the right to acquire any shares of capital stock, rights of exchange or other equity interests in, the Company or giving any Person any right or privilege (whether pre-emptiveemptive or contractual) capable of becoming an agreement or option to acquire such shares, contractual (v) outstanding or by matter of Law)authorized stock appreciation, plans phantom stock, profit participation, or similar rights for which the Company has any liability, or (vi) bonds, indentures, notes or other agreements of indebtedness having the right to vote (or convertible into securities that have the right to vote) on any character providing for matters on which any Shareholder may vote issued or outstanding. (c) The Shares being sold hereunder will, immediately prior to the issuance of additional sharesEffective Time, the sale of treasury shares or other equity interests, or for the repurchase or redemption of shares or other equity interests constitute all of the Company or the value issued and outstanding shares of which is determined by reference to shares or other equity interests capital stock of the Company, and there are no voting trusts, proxies or agreements of any kind which may obligate the Company to issue, purchase, register for sale, redeem or otherwise acquire any Company Ordinary Shares.

Capitalization of the Company. (a) As of the date of this Agreement, the issued and outstanding share The authorized equity capital of the Company consists of 325,332 1000 shares of common stock, no par value per share, of which 1000 shares have been issued (the "Company Ordinary SharesStock") and are held beneficially and of record by Seller. Set forth All of the shares of Company Stock are duly authorized, validly issued, fully paid and non-assessable and free of any preemptive rights in Section 5.6 respect thereto. (b) There are no outstanding (i) securities convertible into or exchangeable for the equity capital of the Company, (ii) options, warrants or other rights to purchase or subscribe for equity capital of the Company Disclosure Letter is a trueor (iii) contracts, correct and complete list commitments, agreements, understandings or arrangements of each legal owner any kind relating to the issuance of Company Ordinary Shares or other Equity Securities any equity capital of the Company or any such convertible or exchangeable securities or any such options, warrants or rights, pursuant to which, in any of the foregoing cases, the Company is subject to or bound. (c) Upon delivery of the Company Stock against payment of the Purchase Price by the Buyer in accordance with Section 2 of this Agreement, valid and marketable title to the Company Stock, free and clear of any Encumbrance will pass to the Buyer. Authority Relative to this Agreement. The Seller has all requisite corporate authority and power to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the number consummation of Company Ordinary Shares or other Equity Securities held by each such holder the transactions contemplated hereby, as of the date hereof. Except as set forth in Section 5.6 of the Company Disclosure Letter or pursuant to the Permitted Activities Documents, as of the date hereof there are no other ordinary shares, preferred shares or other Equity Securities of the Company authorized, reserved for issuance, issued or outstanding. All of the issued and outstanding Company Shares (x) will have been duly authorized and validly issued authorized by all required action on the part of the Seller and allotted no other proceedings on the part of the Seller, including approval of the board of directors of Seller, are necessary to authorize this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and are fully paid; (y) have validly executed and delivered by the Seller and, assuming this Agreement has been offeredduly authorized, soldexecuted and delivered by the Buyer, transferred this Agreement constitutes a valid and issued binding agreement of the Seller, enforceable against the Seller in compliance accordance with its terms, except as limited by applicable Law; bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to or affecting creditors' rights generally, including the effect of statutory and (z) are free other laws regarding fraudulent conveyances and clear of any Liens. (b) The Company has not issued, grantedpreferential transfers, and is not otherwise bound by or subject to any outstanding subscriptions, options, warrants, rights the limitations imposed by general equitable principles (regardless of whether such enforceability is considered in a proceeding at law or other securities (including debt securities) convertible, exercisable or exchangeable for Company Ordinary Shares, any other commitments, calls, conversion rights, rights of exchange or privilege (whether pre-emptive, contractual or by matter of Lawin equity), plans or other agreements of any character providing for the issuance of additional shares, the sale of treasury shares or other equity interests, or for the repurchase or redemption of shares or other equity interests of the Company or the value of which is determined by reference to shares or other equity interests of the Company, and there are no voting trusts, proxies or agreements of any kind which may obligate the Company to issue, purchase, register for sale, redeem or otherwise acquire any Company Ordinary Shares.

Capitalization of the Company. (a) As of the date of this Agreementhereof, the issued and outstanding share capital Interests constitute all the Equity Interests of the Company consists of 325,332 Company Ordinary Shares. Set forth in Section 5.6 of the Company Disclosure Letter is a trueCompany, correct and complete list of each legal owner of Company Ordinary Shares or other Equity Securities of the Company and the number of Company Ordinary Shares or other Equity Securities held by each such holder as of the date hereofClosing the Interests shall constitute all of the Equity Interests of the Company. The Interests are held of record by the Sellers in the respective amounts set forth on Schedule 2.3, free and clear of Liens other than Permitted Liens. Except as set forth in Section 5.6 of on Schedule 2.3, the Company Disclosure Letter has no Equity Interests or pursuant to the Permitted Activities Documents, as of the date hereof there are no other ordinary shares, preferred shares or other Equity Securities of the Company securities containing any equity features authorized, reserved for issuance, issued or outstanding. All of the issued and outstanding Company Shares (x) have been duly authorized and validly issued and allotted and are fully paid; (y) have been offered, sold, transferred and issued in compliance with applicable Law; and (z) are free and clear of any Liens. (b) The Company has not issued, granted, and is not otherwise bound by or subject to any outstanding subscriptions, options, warrants, rights or other securities (including debt securities) convertible, exercisable or exchangeable for Company Ordinary Shares, any other commitments, calls, conversion rights, rights of exchange or privilege (whether pre-emptive, contractual or by matter of Law), plans or other agreements of any character providing for the issuance of additional shares, the sale of treasury shares or other equity interests, or for the repurchase or redemption of shares or other equity interests of the Company or the value of which is determined by reference to shares or other equity interests of the Company, and there are no voting trustsagreements, proxies options, warrants or agreements other rights or arrangements existing or outstanding which provide for the sale or issuance of any kind which may obligate of the foregoing by the Company. Except for the Interests, there are no outstanding (i) Equity Interests or voting securities of the Company, (ii) securities convertible or exchangeable into Equity Interests of the Company, (iii) options, warrants, purchase rights, subscription rights, preemptive rights, conversion rights, exchange rights, calls, puts, rights of first refusal or other Contracts that require the Company to issue, purchasesell or otherwise cause to become outstanding or to acquire, register for salerepurchase or redeem Equity Interests of the Company or (iv) stock appreciation, phantom stock, profit participation or similar rights with respect to the Company. All of the outstanding Interests of the Company have been duly authorized. Except as set forth on Schedule 2.3, there are no preemptive or subscription rights or other similar rights in respect of the Interests and there are no Liens (other than Permitted Liens) on, or voting trusts, shareholder agreements, proxies or other contractual obligations relating to, the ownership, transfer or voting of the Interests. There is no contractual obligation, or provision in the organizational documents of the Company which requires the Company to issue, sell, redeem or otherwise acquire acquire, or make any Company Ordinary Sharespayment (including any dividend or distribution) in respect of, the Interests.

Capitalization of the Company. (a) As All of the date membership interests of this Agreement, the issued and outstanding share capital Seller are owned solely by the Members through the relative percentage interests listed on the signature page hereto. The authorized membership interests of the Company consists solely of 325,332 300 Units, of which 300 Units are issued and outstanding and owned of record and beneficially by the Seller, and all of which have been duly authorized and validly issued, are fully paid and non-assessable. The Units represent the only issued and outstanding equity interests of the Company. There are no outstanding options, warrants, rights, calls, subscriptions, claims of any character, agreements, obligations, convertible or exchangeable securities or other commitments, contingent or otherwise (each, a “Derivative Security”), of any kind obligating the Seller or the Company Ordinary Shares. Set forth in Section 5.6 to issue, directly or indirectly, any additional limited liability company membership interests or other equity interest and no Person owns any Derivative Security to acquire or effect the transfer, conveyance or hypothecation of outstanding (y) membership interests of the Seller, or (z) Units of the Company Disclosure Letter is (except as contemplated by this Agreement). Schedule 5.3 sets forth a true, correct true and complete list of each legal owner of Company Ordinary Shares or other Equity Securities statement of the Company capitalization of the Seller and the number of Company Ordinary Shares or other Equity Securities held by each such holder as of the date hereofCompany. Except as set forth in Section 5.6 Schedule 5.3, (i) there are no Contracts relating to the issuance, sale, transfer or voting of any equity securities or other securities of the Seller or the Company, (ii) there is no obligation, contingent or otherwise, of the Seller or of the Company Disclosure Letter to repurchase, redeem or pursuant to the Permitted Activities Documents, as of the date hereof there are no other ordinary shares, preferred shares or other Equity Securities of the Company authorized, reserved for issuance, issued or outstanding. All of the issued and outstanding Company Shares (x) have been duly authorized and validly issued and allotted and are fully paid; (y) have been offered, sold, transferred and issued in compliance with applicable Law; and (z) are free and clear of otherwise acquire any Liens. (b) The Company has not issued, granted, and is not otherwise bound by or subject to any outstanding subscriptions, options, warrants, rights or other securities (including debt securities) convertible, exercisable or exchangeable for Company Ordinary Shares, any other commitments, calls, conversion rights, rights of exchange or privilege (whether pre-emptive, contractual or by matter of Law), plans or other agreements of any character providing for the issuance of additional shares, the sale of treasury shares or other equity interests, or for the repurchase or redemption of shares limited liability company membership interests or other equity interests of the Company Seller or the value of which is determined by reference to shares or other equity interests of the Company, and (iii) there are no voting trustscommitments of any nature or Contracts, proxies arrangements or agreements undertakings of any kind to which may obligate the Seller or the Company is a party or by which it is bound to issuegive any Person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights accruing to holders of the membership interests or equity securities of the Seller or the Company. The Company has no direct or indirect subsidiaries and no Investments. Upon consummation of the transactions contemplated by this Agreement, purchasethe Buyer shall own all of the Units, register for sale, redeem or otherwise acquire any Company Ordinary Sharesfree and clear of all Liens.

Capitalization of the Company. (a) As of the date of this Agreement, (i) the issued and outstanding share capital of the Company consists of 325,332 16,094,329 Company Ordinary Shares, 8,299,000 Company Non-Voting Shares and 2,414,600 Company Series A Preference Shares, and (ii) there are Restricted Share Awards outstanding that provide for the future issuance of currently unvested 3,019,715 Company Non-Voting Shares. Set forth in Section 5.6 5.6(a) of the Company Disclosure Letter is a true, correct and complete list of each legal owner of Company Ordinary Shares or other Equity Securities of the Company and the number of Company Ordinary Shares or other Equity Securities held by each such holder as of the date hereof. Except as set forth in Section 5.6 5.6(a) of the Company Disclosure Letter or pursuant to the Permitted Activities DocumentsLetter, as of the date hereof there are no other ordinary shares, preferred shares or other Equity Securities of the Company authorized, reserved for issuance, issued or outstanding. All of the issued and outstanding Company Shares (x) have been duly authorized and validly issued and allotted and are fully paid or credited as fully paid-up and contributions were not paid back; (y) have been offered, soldissued, sold and transferred and issued in compliance with applicable Law, including the Singapore Companies Act and federal and state securities Laws, and including any filings and returns required under any applicable Law to be delivered or made by the Company in respect of such offer, sale, transfer or issuance, and all requirements set forth in (1) the Governing Documents of the Company and (2) any other applicable Contracts governing the issuance or allotment of such securities; are not subject to, nor have they been issued in violation of, any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of any applicable Law, the Governing Documents of the Company or any Contract to which the Company is a party or otherwise bound; and (z) are free and clear of any Liens. (b) Immediately prior to the Effective Time, (i) no Company Series A Preference Shares shall be outstanding, (ii) the only Equity Securities of the Company outstanding shall be 18,508,929 Company Ordinary Shares and 8,299,000 Company Non-Voting Shares, (iv) there will be Restricted Share Awards outstanding that provide for the future issuance of currently unvested 3,019,715 Company Non-Voting Shares, of which 2,549,715 will vest at and as a consequence of the Closing and (iv) the Company Series A Preference Shares shall have been converted into Company Ordinary Shares in compliance with the Company’s Governing Documents and the terms of such Company Series A Preference Shares. (c) As of the date of this Agreement, Restricted Share Awards with respect to 3,019,715 Company Non-Voting Shares are outstanding, 2,549,715 of which will vest at and as a consequence of the Closing and 470,000 of which will remain unvested at Closing. The Company has provided to Acquiror, prior to the date of this Agreement, a true and complete list of each current or former employee, consultant or director of the Company or any of its Subsidiaries who, as of the date of this Agreement, holds a Restricted Share Award, including the number of Company Ordinary Shares and/or Company Non-Voting Shares subject thereto, the vesting schedule and expiration date thereof and, if applicable, the exercise price thereof. All Restricted Share Awards are evidenced by award agreements in substantially the forms previously made available to Acquiror, and no Restricted Share Award is subject to terms that are materially different from those set forth in such forms in any material respect. Each Restricted Share Award was validly issued and properly approved by the board of directors of the Company (or appropriate committee thereof). (d) As of the date of this Agreement, the only warrants for Company Shares that are issued and outstanding are the Tranche 2 Warrants and Tranche 3 Warrants as defined and contemplated in the Old Crystal Technology Services Warrant Agreement. All of the Tranche 1 Warrants as defined and contemplated in the Old Crystal technology Services Warrant Agreement have been exercised and Company Ordinary Shares have been issued pursuant to such exercise in accordance with the Old Crystal Technology Services Warrant Agreement. All outstanding warrants for Company Shares (i) have been duly authorized and validly issued and constitute valid and binding obligations of the Company, enforceable against the Company in accordance with their terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity; (ii) have been offered, sold and issued in compliance with applicable Law, Singapore securities Laws, and all requirements set forth in (1) the Company’s Governing Documents, (2) any other applicable Contracts governing the issuance of such securities and (3) the Old Crystal Technology Services Warrant Agreement, a true, complete and accurate copy of which has been provided to Acquiror; and (iii) are not subject to, nor have they been issued in violation of, any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of any applicable Law, the Company’s Governing Documents or any Contract to which the Company is a party or otherwise bound. (e) Except as otherwise set forth in this Section 5.6(a) or in Section 5.6(e) of the Company Disclosure Letter, the Company has not issued, granted, and is not otherwise bound by or subject to any outstanding subscriptions, options, warrants, rights or other securities (including debt securities) convertible, exercisable or exchangeable for Company Ordinary Shares, any other commitments, calls, conversion rights, rights of exchange or privilege (whether pre-emptive, contractual or by matter of Law), plans or other agreements of any character providing for the issuance of additional shares, the sale of treasury shares or other equity interests, or for the repurchase or redemption of shares or other equity interests of the Company or the value of which is determined by reference to shares or other equity interests of the Company, and there are no voting trusts, proxies or agreements of any kind which may obligate the Company to issue, purchase, register for sale, redeem or otherwise acquire any Company Ordinary Shares.

Capitalization of the Company. (a) As of the date of this Agreement, the issued and outstanding share The authorized capital stock of the Company consists of 325,332 Company Ordinary Shares1,000 shares of common stock, $2,500 par value per share, all of which are validly issued and outstanding, fully paid and nonassessable and all are held of record by the Seller. Set forth in Section 5.6 of the Company Disclosure Letter is a true, correct and complete list of each legal owner of Company Ordinary The Shares or other Equity Securities of the Company and the number of Company Ordinary Shares or other Equity Securities held by each such holder as of the date hereof. Except as set forth in Section 5.6 of the Company Disclosure Letter or pursuant to the Permitted Activities Documents, as of the date hereof there are no other ordinary shares, preferred shares or other Equity Securities of the Company authorized, reserved for issuance, issued or outstanding. All constitute all of the issued and outstanding Company Shares (x) have been duly authorized capital stock of the Company. Seller is the lawful record and validly issued and allotted and are fully paid; (y) have been offeredbeneficial owner of the Shares, sold, transferred and issued in compliance with applicable Law; and (z) are free and clear of any Liens. (b) and all Encumbrances. None of Seller, the Company or the Company's directors has made any commitments to issue or to sell any of the Shares or any warrants, options, purchase rights, subscription rights, conversion rights, exchange rights or convertible securities or evidences of indebtedness of the Company. Between the date hereof and the Closing Date, Seller will not, and will not cause or permit the Company to, issue or enter into any subscription, option agreement or other commitment of any kind in respect of the issuance, transfer, sale or encumbrance of any of the Shares and Seller shall retain full record and beneficial ownership of the Shares until the Closing. The Company holds no capital stock or other equity securities in its treasury. The Company has not issued, granted, no shares of capital stock or other equity securities outstanding other than the Shares and is not otherwise bound by or subject to any has no outstanding subscriptions, options, warrants, rights or other securities (including debt securities) convertibleto subscribe to, exercisable or exchangeable for Company Ordinary Sharesproxies, any other commitmentsvoting trusts, puts, calls, conversion rights, rights of exchange commitments or privilege (whether pre-emptive, contractual or by matter of Law), plans or other agreements of any character providing for the issuance of additional shares, the sale of treasury shares or other equity interestswhatsoever relating to, or for securities or rights convertible into or exchangeable for, shares of capital stock of the repurchase Company. The Shares were acquired by Seller free and clear of any proxies, voting trusts, restrictions on transfer or redemption Encumbrances thereto, and neither Seller nor the Company has any liability to any former holder of any shares or other equity interests of capital stock of the Company or the value of which is determined by reference to shares or other equity interests of the Company, and there are no voting trusts, proxies or agreements of any kind which may obligate the Company to issue, purchase, register for sale, redeem or otherwise acquire any Company Ordinary Shares.(including both common and

Capitalization of the Company. (a) As of the date of this Agreement, the issued and outstanding share The authorized capital stock of the Company consists of 325,332 3,000 shares of common stock, without par value (sometimes collectively referred to herein as the “Company Ordinary SharesCommon Stock”). Set All of the issued and outstanding shares of Company Common Stock are held of record by the Sellers and in the amounts set forth on Schedule 3.2, no shares of Company Common Stock are held by the Company, and the Company has no other Equity Interests other than those set forth on Schedule 3.2. All of the issued and outstanding shares of Company Common Stock have been duly authorized, validly issued and fully paid, and are non-assessable. No Rights in Section 5.6 respect of the Equity Interests of the Company Disclosure Letter is a true, correct and complete list of each legal owner of Company Ordinary Shares have been granted by the Company. No Person other than the Sellers has any interest or other Equity Securities claim to any of the Company Common Stock. (b) Schedule 3.2 sets forth, for the Company Subsidiary, the authorized number of Equity Interests for the Company Subsidiary, and the number of Company Ordinary Shares or other such Equity Securities held by each such holder as of the date hereof. Except as set forth in Section 5.6 of the Company Disclosure Letter or pursuant to the Permitted Activities Documents, as of the date hereof there Interests that are no other ordinary shares, preferred shares or other Equity Securities of the Company authorized, reserved for issuance, currently issued or and outstanding. All of the issued and outstanding Equity Interests of the Company Shares (x) Subsidiary have been duly authorized and authorized, validly issued and allotted and are fully paid; (y) have been offeredand are non-assessable and owned directly by the Company and the Sellers as set forth on Schedule 3.2, sold, transferred and issued in compliance with applicable Law; and (z) are free and clear of all Liens and free of any Liens. other restriction (b) The including any restriction on the right to vote, sell or otherwise dispose of such Equity Interests). No Rights in respect of the Equity Interests of the Company has not issuedSubsidiary have been granted by the Company, grantedthe Company Subsidiary or, and is not otherwise bound by or subject to the Company’s Knowledge, any other Person, to any outstanding subscriptions, options, warrants, rights Person. At the Closing no Rights will be or other securities (including debt securities) convertible, become exercisable or exchangeable for Company Ordinary Sharesfor, convertible into, or otherwise give its holder any right to acquire, any other commitments, calls, conversion rights, rights of exchange or privilege (whether pre-emptive, contractual or by matter of Law), plans or other agreements of any character providing for the issuance of additional shares, the sale of treasury shares or other equity interests, or for the repurchase or redemption of shares or other equity interests Equity Interests of the Company or the value of which is determined by reference to shares Company Subsidiary. (c) Neither the Company nor the Company Subsidiary controls, directly or indirectly, or has any direct or indirect equity participation in, any corporation, partnership, trust, or other equity interests of the Companybusiness association, and there is no other Person with respect to which (i) the Company or the Company Subsidiary may be deemed to be in control because of factors or relationships other than the quantity of stock or other interests owned in such Person (if any), or (ii) the Company or the Company Subsidiary may be liable under any circumstances for the payment of additional amounts with respect to its interest in such Person, whether in the form of assessments, capital calls, installment payments, general partner liability or otherwise. (d) Other than the Shareholder Agreement, there are no other voting trusts, proxies or agreements other similar commitments, understandings, restrictions or arrangements relating to the Equity Interests in or of any kind which may obligate the Company to issue, purchase, register for sale, redeem or otherwise acquire any of the Company Ordinary SharesSubsidiary. (e) There is no Voting Debt of the Company or of the Company Subsidiary.

Capitalization of the Company. (a) As of the date of this Agreement, the issued and outstanding share capital The capitalization table attached hereto as Schedule ‎9.2 represents a capitalization of the Company consists on a fully diluted basis (assuming the exercise or conversion into shares of 325,332 Company Ordinary Shares. Set forth in Section 5.6 of all options, warrants, convertible debentures, convertible securities or any other securities or contractual rights or powers to purchase the Company Disclosure Letter is a trueCompany’s securities, correct and complete list of each legal owner of Company Ordinary Shares or other Equity Securities of the Company and the number of Company Ordinary Shares or other Equity Securities held by each such holder existing as of the date hereof, excluding for the avoidance of doubt the conversion option of the Down Payment Amount (the “Fully Diluted Basis”)), sets forth the complete and accurate number and class of shares held by each Shareholder of the Company, and the complete and accurate total number of securities reserved, promised and granted options, warrants, and all other rights, promises or undertakings to subscribe for, purchase or acquire from the Company any capital of the Company immediately prior to and following a Closing on a Fully Diluted Basis. No other person or entity owns or has rights to or has been promised to purchase from, or be issued or granted by, the Company any shares of the Company, any securities of the Company or any rights to purchase or be issued or granted shares or securities of the Company from the Company. All Shares have been duly authorized, validly issued, fully paid-up and non-assessable. No Person has any right to cause the purchase, redemption or repurchase of any Shares or other securities of the Company from the Company. No person other than Purchaser has any written or oral agreement or option or any right or privilege, whether by law, pre-emptive or contractual, capable of becoming an agreement or option for the purchase or acquisition from a Shareholder of any of the Shares. Except as set forth in Section 5.6 Schedule ‎9.2, the Shares are not subject to any agreements or understandings among any Persons with respect to the voting or transfer of the Shares. The Company Disclosure Letter or pursuant has not granted any registration rights to the Permitted Activities Documents, as of the date hereof there are no other ordinary shares, preferred shares any Person with respect to its outstanding Shares or other Equity Securities of securities. Except as set forth on Schedule ‎9.2, the Company authorizedshall not have outstanding any bonds, reserved debentures, notes or other obligations the holders of which have the right to vote (or are convertible into or exercisable for issuance, issued or outstandingsecurities having the right to vote) on any matter. All of the issued items listed on Schedule ‎9.2 shall terminate at the Closing and outstanding neither the Company Shares (x) nor the Purchaser shall have been duly authorized and validly issued and allotted and are fully paid; (y) have been offered, sold, transferred and issued in compliance any obligations with applicable Law; and (z) are free and clear of any Liens. (b) respect thereto subsequent to the Closing. The Company has does not issuedown, granted, and is not otherwise bound by directly or subject to any outstanding subscriptions, options, warrants, rights or other securities (including debt securities) convertible, exercisable or exchangeable for Company Ordinary Sharesindirectly, any other commitments, calls, conversion rights, rights of exchange or privilege (whether pre-emptive, contractual or by matter of Law), plans or other agreements of any character providing for the issuance of additional shares, the sale of treasury shares membership interest, partnership interest or other equity interestsinterest in any corporation, or for the repurchase or redemption of shares firm, enterprise, limited liability company, partnership, joint venture or other equity interests of entity and does not otherwise have any subsidiaries. There are no outstanding dividends or distributions that have been declared by the Company or the value of which is determined by reference but not yet paid to shares or other equity interests of the Company, and there are no voting trusts, proxies or agreements of any kind which may obligate the Company to issue, purchase, register for sale, redeem or otherwise acquire any Company Ordinary SharesShareholders.

Capitalization of the Company. (a) As of the date of this AgreementInitial Closing Date, the issued and outstanding share entire authorized capital stock of the Company consists of 325,332 Company Ordinary Shares75,000,000 of shares of common stock, $0.001 par value (the “Common Stock”). Set forth There are 75,000,000 shares of Common Stock issued and outstanding. There are zero shares of Common Stock held in Section 5.6 treasury. At the Initial Closing Date, all of the Company Disclosure Letter is a trueSeller Shares purchased hereunder, correct are and complete list of each legal owner of Company Ordinary Shares or other Equity Securities of the Company and the number of Company Ordinary Shares or other Equity Securities held by each such holder as of the date hereof. Except as set forth in Section 5.6 of the Company Disclosure Letter or pursuant to the Permitted Activities Documents, as of the date hereof there are no other ordinary shares, preferred shares or other Equity Securities of the Company authorized, reserved for issuance, issued or outstanding. All of the issued and outstanding Company Shares (x) shall have been duly authorized and will be validly issued and allotted and are issued, fully paid; (y) have been offered, sold, transferred and issued in compliance with applicable Law; and (z) are free and clear of any Liensnon-assessable. The Company has no Preferred Stock. (b) The Company has not issued, granted, and is not otherwise bound by As of the Initial Closing Date: (i) there will be no outstanding or subject to any outstanding subscriptions, authorized options, warrants, rights or other securities (including debt securities) convertiblepurchase rights, exercisable or exchangeable for Company Ordinary Shares, any other commitments, callssubscription rights, conversion rights, rights of exchange or privilege (whether pre-emptiverights, contractual or by matter of Law), plans or other agreements of any character providing for the issuance of additional shares, the sale of treasury shares contracts or other equity interests, or for the repurchase or redemption of shares or other equity interests of the Company or the value of which is determined by reference to shares or other equity interests of the Company, and there are no voting trusts, proxies or agreements of any kind which may obligate commitments that could require the Company to issue, purchasesell, register for sale, redeem or otherwise acquire cause to become outstanding any of its capital stock other than the Seller Shares and (ii) there will be no outstanding or authorized stock appreciation, phantom stock, profit participation, or similar rights with respect to the Company. The Seller Shares are free of restrictions on transfer other than restrictions on transfer under applicable state and federal securities laws. The Seller Shares shall be issued in a private transaction and consequently will be deemed to be “restricted Securities” as set forth in Rule 144 promulgated under the Securities Act. (c) The Company Ordinary Sharesdoes not have outstanding any bonds, debentures, notes, or other indebtedness the holders of which have the right to vote (or which is convertible or exercisable into securities having the right to vote) with holders of the capital stock of the Company on any matter. (d) None of the Sellers are a party or subject to any agreement or understanding, and, to the best of each Sellers' knowledge, there is no agreement or understanding between any persons and/or entities, which affects or relates to (i) the voting with respect to any security of the Company or (ii) the giving of written consents by any shareholder or director of the Company. (e) The Company has not granted or agreed to grant any registration rights, including piggyback rights, to any person or entity.

Capitalization of the Company. (ai) As of the date of this Agreement, the issued and outstanding share The authorized capital stock of the Company consists of 325,332 100,000 shares of Common Stock, par value $1.00 per share (the "Company Ordinary Shares. Set forth in Section 5.6 Common Stock"), 760 shares of the Company Disclosure Letter is a true, correct which are issued and complete list of each legal owner of Company Ordinary Shares or other Equity Securities of the Company and the number of Company Ordinary Shares or other Equity Securities held by each such holder as of the date hereof. Except as set forth in Section 5.6 of the Company Disclosure Letter or pursuant to the Permitted Activities Documents, outstanding as of the date hereof there and constitute the Shares. All of the Shares are owned by the Shareholder as set forth on Schedule 5(b) hereto. There are no other ordinary shares, preferred shares or other Equity Securities classes of securities of the Company authorized, reserved for issuance, issued or outstanding. All of the issued and outstanding Company Shares (x) shares of the Company's common stock have been duly authorized and authorized, validly issued and allotted and are fully paid; , nonassessable and free of preemptive rights. Other than this Agreement, there are no contracts, commitments, understandings or arrangements relating to the issuance, sale, transfer or registration of the Company's common stock or any other securities of the Company. Other than this Agreement, there are no options, warrants, preemptive rights, calls, subscriptions, convertible securities or other rights, agreements or commitments that obligate the Company or a Shareholder to issue, transfer or sell any shares of the Company's common stock or any other securities of the Company. (yii) have been offeredAll offers and sales of Shares, soldand any other securities issued by the Company, transferred prior to the date hereof were at all relevant times exempt from the registration requirements of the Securities Act of 1933, as amended (the "1933 Act"), and issued in compliance with were duly registered or the subject of an available exemption from the registration requirements of the applicable Law; state securities or Blue Sky laws. (iii) Shareholder is the legal and (z) are beneficial owner of, and has good and marketable title to, the shares of the Company's common stock set forth opposite its name on Schedule 5(b), free and clear of any Liens. (b) The Company and all liens, claims, pledges, encumbrances, charges, options and contractual restrictions whatsoever, except for those listed on Schedule 1, if any. Shareholder has not issuedfull, grantedabsolute and unrestricted right, power, capacity and is not otherwise bound by or subject authority to any outstanding subscriptionssell, optionstransfer, warrantsassign and deliver its Shares to CRM and the delivery of such Shares to CRM will convey to CRM valid, rights or other securities (including debt securities) convertible, exercisable or exchangeable for Company Ordinary marketable and indefeasible title to such Shares, any other commitments, calls, conversion rights, rights of exchange or privilege (whether pre-emptive, contractual or by matter of Law), plans or other agreements free and clear of any character providing for the issuance of additional sharesand all liens, the sale of treasury shares claims, pledges, encumbrances, charges, options or other equity interests, or for the repurchase or redemption of shares or other equity interests of the Company or the value of which is determined by reference to shares or other equity interests of the Company, and there are no voting trusts, proxies or agreements of any kind which may obligate the Company to issue, purchase, register for sale, redeem or otherwise acquire any Company Ordinary Sharescontractual restrictions whatsoever.

Capitalization of the Company. (a) As of Schedule 4.2(a) sets forth the date of this Agreement, the issued name and outstanding share capital of the Company consists of 325,332 Company Ordinary Shares. Set forth in Section 5.6 of the Company Disclosure Letter is a true, correct and complete list address of each legal owner beneficial and record holder of Company Ordinary Shares any Securities or other Equity Securities of the Company and Interests in each Company, the number of Company Ordinary Shares such Securities or other Equity Securities Interests so held by each such holder as of and the date hereofof, and consideration paid for, the acquisition thereof. Except as set forth in Section 5.6 on Schedule 4.2(a), there are no: (i) outstanding Equity Interests or Securities of any kind or nature of any Company, (ii) Liens, proxies, voting trusts or voting agreements with respect to any Equity Interests or Securities of any Company, or bonds, debentures, notes or other Indebtedness of any Company having the right to vote (or convertible into, or exchangeable for, Securities having the right to vote) on any matters on which holders of the Equity Interests or Securities of any Company Disclosure Letter may vote, (iii) obligations to redeem, repurchase or pursuant to the Permitted Activities Documentsotherwise acquire Equity Interests or Securities of any Company, as or (iv) Equity Interests or Securities of the date hereof there are no other ordinary shares, preferred shares any kind or nature of any Company evidenced by physical stock certificates or other Equity Securities of paper form. When transferred to Purchaser at the Company authorizedClosing, reserved for issuance, issued or outstanding. All of the issued and outstanding Company Shares (x) have been duly authorized and validly issued and allotted and are fully paid; (y) have been offered, sold, transferred and issued in compliance with applicable Law; and (z) are will be owned by Purchaser free and clear of all Liens, other than those arising by virtue of any Liensactions taken by or on behalf of Purchaser. The REV-US Shares are duly authorized, validly issued, fully paid and nonassessable, and constitute all of the outstanding Securities and Equity Interests of REV-US. The REV-India Shares are duly authorized, validly issued, fully paid and nonassessable, and, together with the Minority REV-India Shares, constitute all of the outstanding Securities and Equity Interests of REV-India. (b) The Company No Company, directly or indirectly, has not issuedany Subsidiary or owns any equity, granteddebt or similar interest in, and is not otherwise bound by or subject to any outstanding subscriptions, options, warrants, rights or other securities (including debt securities) convertible, exercisable interest convertible into or exchangeable for Company Ordinary Sharesor exercisable for, at any time, any equity or similar interest in, or controls, directly or indirectly, any other commitments, calls, conversion rights, rights of exchange or privilege (whether pre-emptive, contractual or by matter of Law), plans or other agreements of any character providing for the issuance of additional shares, the sale of treasury shares or other equity interests, or for the repurchase or redemption of shares or other equity interests of the Company or the value of which is determined by reference to shares or other equity interests of the CompanyPerson, and there are no voting trustsCompany is, proxies directly or agreements indirectly, a party to, member of or partner in any kind which may obligate the Company to issuepartnership, purchase, register for sale, redeem joint venture or otherwise acquire any Company Ordinary Sharessimilar business entity.

Capitalization of the Company. (a) As of the date of this Agreement, the issued and outstanding share The authorized capital stock of the Company consists of 325,332 100,000,000 shares of common stock, of which 25,749,371 shares are issued and outstanding (it being understood that the Company Ordinary Shares. Set forth in Section 5.6 shall effect a 1:4.97179 reverse split of its authorized and issued and outstanding shares prior to Closing (the “Company Reverse Split”) such that the authorized capital stock of the Company Disclosure Letter is at Closing consists of 20,113,481 shares of common stock, of which 5,179,095 shares are issued and outstanding. Such shares are duly authorized, validly issued, fully paid and non-assessable, and none of such shares have been issued in violation of the preemptive rights of any natural person, corporation, business trust, association, limited liability company, partnership, joint venture, other entity, government, agency or political subdivision (each, a true“Person”). The offer, correct issuance and complete list sale of each legal owner such shares of Company Ordinary Shares Common Stock were (a) exempt from the registration and prospectus delivery requirements of the Securities Act of 1933, as amended (the “Securities Act”), (b) registered or qualified (or were exempt from registration or qualification) under the registration or qualification requirements of all applicable state securities laws and (c) accomplished in conformity with all other applicable securities laws. None of such shares of Company Common Stock are subject to a right of withdrawal or a right of rescission under any federal or state securities or “Blue Sky” law. Except as otherwise set forth in this Agreement or any Schedule hereto, the Company has no outstanding options, rights or commitments to issue Company Common Stock or other Equity Securities of the Company and the number of Company Ordinary Shares or other Equity Securities held by each such holder (as of the date hereof. Except as set forth in Section 5.6 of the Company Disclosure Letter or pursuant to the Permitted Activities Documents, as of the date hereof there are no other ordinary shares, preferred shares or other Equity Securities of the Company authorized, reserved for issuance, issued or outstanding. All of the issued and outstanding Company Shares (xdefined below) have been duly authorized and validly issued and allotted and are fully paid; (y) have been offered, sold, transferred and issued in compliance with applicable Law; and (z) are free and clear of any Liens. (b) The Company has not issued, granted, and is not otherwise bound by or subject to any outstanding subscriptions, options, warrants, rights or other securities (including debt securities) convertible, exercisable or exchangeable for Company Ordinary Shares, any other commitments, calls, conversion rights, rights of exchange or privilege (whether pre-emptive, contractual or by matter of Law), plans or other agreements of any character providing for the issuance of additional shares, the sale of treasury shares or other equity interests, or for the repurchase or redemption of shares or other equity interests of the Company or the value of which is determined by reference to shares or other equity interests of the Company, and there are no voting trustsoutstanding securities convertible or exercisable into or exchangeable for Company Common Stock or other Equity Securities of the Company. For purposes of this Agreement, proxies “Equity Security” shall mean any stock or agreements similar security of an issuer or any kind which may obligate the Company security (whether stock or Indebtedness for Borrowed Money (as defined below)) convertible, with or without consideration, into any stock or other equity security, or any security (whether stock or Indebtedness for Borrowed Money) carrying any warrant or right to issuesubscribe to or purchase any stock or similar security, purchase, register for sale, redeem or otherwise acquire any Company Ordinary Sharessuch warrant or right.

Capitalization of the Company. (a) The authorized capital stock of the Company consists of: 200,000,000 authorized shares, consisting of 100,000,000 authorized shares of common stock, 50,000,000 authorized shares of blank check common stock and 50,000,000 authorized shares of blank check preferred stock. As of the date of this Agreement, the (x) 1,989,787 shares of common stock were issued and outstanding, and (y) 659 shares of common stock were issued and held by the Company in its treasury. All of the outstanding share shares of capital stock of the Company consists are, and all shares of 325,332 Company Ordinary Shares. Set forth in Section 5.6 capital stock of the Company Disclosure Letter is a truewhich may be issued as contemplated or permitted by this Agreement will be, correct when issued, duly authorized and complete list validly issued, fully paid and non-assessable and not subject to any pre-emptive or similar rights (and not issued in violation of each legal owner of Company Ordinary Shares any preemptive or other Equity Securities of the Company and the number of Company Ordinary Shares or other Equity Securities held by each such holder as similar rights). As of the date hereof. Except of this Agreement, except as set forth in this Section 5.6 of the Company Disclosure Letter or pursuant to the Permitted Activities Documents4.04, as of the date hereof (i) there are no other ordinary shares, preferred shares or other Equity Securities equity securities of the Company authorized, or any of its Subsidiaries issued or authorized and reserved for issuance, issued or outstanding. All of the issued and (ii) there are no outstanding Company Shares (x) have been duly authorized and validly issued and allotted and are fully paid; (y) have been offered, sold, transferred and issued in compliance with applicable Law; and (z) are free and clear of any Liens. (b) The Company has not issued, granted, and is not otherwise bound by or subject to any outstanding subscriptions, options, warrants, rights preemptive rights, subscriptions, calls or other rights, convertible securities, exchangeable securities, agreements or commitments of any character obligating the Company or any of its Subsidiaries to issue, transfer or sell any equity interest the Company or such Subsidiary or any securities (including debt securities) convertible, exercisable convertible into or exchangeable for Company Ordinary Shares, any other commitments, calls, conversion rights, rights of exchange or privilege (whether pre-emptive, contractual or by matter of Law), plans or other agreements of any character providing for the issuance of additional shares, the sale of treasury shares or other such equity interests, or for any commitment to authorize, issue or sell any such equity securities, except pursuant to the repurchase or redemption of shares or other equity interests Transaction Documents, and (iii) there are no contractual obligations of the Company or the value any of which is determined by reference its Subsidiaries to shares or other equity interests of the Company, and there are no voting trusts, proxies or agreements of any kind which may obligate the Company to issue, purchase, register for salerepurchase, redeem or otherwise acquire any equity interest in the Company Ordinary Sharesor any of its Subsidiaries or any such securities or agreements listed in clause (ii) of this sentence, except pursuant to the Transaction Documents or as set forth on Schedule 4.04. Neither the Company nor any of its Subsidiaries has outstanding bonds, debentures, notes or other Indebtedness, the holders of which have the right to vote (or which are convertible or exchangeable into or exercisable for securities having the right to vote) with the Company’s stockholders on any matter. There are no voting trusts or other agreements or understandings to which the Company or any of its Subsidiaries is a party with respect to the voting or registration of capital stock or other equity interest of the Company or any of its Subsidiaries, except pursuant to the Transaction Documents. No Subsidiary of the Company owns any capital stock of the Company.

Capitalization of the Company. (a) As The authorized capital stock of the Company as set forth in the Second Amended and Restated Certificate of Incorporation of the Company, as filed with the Secretary of State of the State of Delaware on January 8, 2009, and which has not been amended as of the date of this Agreement, the consists of (i) 4,000,000 shares of Preferred Stock, of which 1,935,867 shares are issued and outstanding share capital of the Company consists of 325,332 Company Ordinary Shares. Set forth in Section 5.6 of the Company Disclosure Letter is a true, correct and complete list of each legal owner of Company Ordinary Shares or other Equity Securities of the Company and the number of Company Ordinary Shares or other Equity Securities held by each such holder as of the date hereof. Except as set forth in Section 5.6 of the Company Disclosure Letter or pursuant to the Permitted Activities Documentsthis Agreement, and (ii) 16,000,000 shares of Common Stock, of which 7,269,250 shares are issued and outstanding as of the date hereof there are no other ordinary shares, preferred shares or other Equity Securities of this Agreement. As of the Company authorizeddate hereof, reserved for issuance, issued or outstanding. All all of the issued and outstanding Company Shares (x) shares of Company’s capital stock have been duly authorized and validly issued and allotted and are fully paid; (ypaid and nonassessable. Schedule 3.6(a) have been offered, sold, transferred sets forth a true and issued in compliance with applicable Law; correct list of the capitalization and (z) are free and clear stockholders of any Liensthe Company as of the date hereof. (b) The Except as set forth on Schedule 3.6(b), the Company has not issued, granted, and is not otherwise bound by or subject to granted any outstanding subscriptions, options, warrants, subscriptions, rights (including any preemptive rights) or other securities (including debt securities) convertible, exercisable convertible into or exchangeable or exercisable for Company Ordinary Sharesshares of the Preferred Stock or Common Stock, or any other commitments, calls, conversion rights, rights of exchange commitments or privilege (whether pre-emptive, contractual or by matter of Law), plans or other agreements of any character providing for the issuance of additional shares, the sale of treasury shares or other equity interestsshares, or for the repurchase or redemption of shares of Preferred Stock or other equity interests of the Company or the value of which is determined by reference to shares or other equity interests of the CompanyCommon Stock, and there are no voting trusts, proxies or agreements of any kind which may obligate the Company to issue, purchase, register for sale, redeem or otherwise acquire any of the capital stock of, or other equity or voting interest in, the Company. There are no outstanding nor authorized stock appreciation, phantom stock, profit participation or similar rights with respect to the capital stock of, or other equity or voting interest in, the Company Ordinary Sharesto which the Company is a party or is bound. The Company has no authorized or outstanding bonds, debentures, notes or other indebtedness the holders of which have the right to vote (or convertible into, exchangeable for, or evidencing the right to subscribe for or acquire securities having the right to vote) with the stockholders of the Company on any matter. There are no contracts to which the Company is a party or by which it is bound to vote or dispose of any shares of capital stock of, or other equity or voting interest in, the Company. There are no irrevocable proxies and no voting agreements with respect to any shares of capital stock of, or other equity or voting interest in, the Company to which the Company is a party.

Capitalization of the Company. (a) As of the date of this Agreement, the issued and outstanding share The authorized capital stock of the Company consists of 325,332 Company Ordinary Shares. Set forth in Section 5.6 1,000 shares of the Company Disclosure Letter is a truecommon stock, correct of which 1,000 shares are issued and complete list of each legal owner of Company Ordinary Shares or other Equity Securities of the Company and the number of Company Ordinary Shares or other Equity Securities held by each such holder as of the date hereof. Except as set forth in Section 5.6 of the Company Disclosure Letter or pursuant to the Permitted Activities Documents, as of the date hereof there are no other ordinary shares, preferred shares or other Equity Securities of the Company authorized, reserved for issuance, issued or outstanding. All The Shares constitute all of the issued and outstanding Company Equity Interests of the Company. The Shares (xi) have been duly authorized authorized, (ii) are validly issued, fully-paid, and validly issued non-assessable, and allotted and are fully paid; (yiii) have been offered, sold, transferred and were not issued in compliance with violation of any preemptive right, subscription right, right of first refusal, or applicable Law; and . Except for this Agreement, there are no (zi) are free and clear of any Liens. (b) The Company has not issued, granted, and is not otherwise bound by or subject to any outstanding subscriptions, options, warrants, rights or other securities (including debt securities) convertible, exercisable or exchangeable for Company Ordinary Shares, any other commitments, calls, conversion rights, rights of exchange or privilege (whether pre-emptive, contractual or by matter of Law), plans or other agreements of any character providing for the issuance of additional shares, the sale of treasury shares or other equity interests, profit interests or for voting securities in the repurchase Company, (ii) securities convertible or redemption of shares exchangeable into any equity interest or other equity interests of the Company or the value of which is determined by reference to shares or other equity profit interests of the Company, and there (iii) outstanding options, warrants, rights, calls, convertible securities, or other Contracts obligating the Company or Seller to issue, transfer, sell, repurchase, or redeem any Equity Interests of the Company, including the Shares. There are no outstanding or authorized stock appreciation, phantom, or similar rights with respect to the Company. There are no voting trusts, proxies shareholders agreements, proxies, or agreements other Contracts or understandings in effect with respect to the voting or transfer of any kind of the Shares or any other equity interests in the Company. (b) There are no Contracts to which may obligate the Company Seller is a party which require Seller to issue, purchase, register for salerepurchase, redeem or otherwise acquire any Equity Interests or similar equity interest or to make any investment (in the form of a loan, capital contribution or otherwise) in any other Person. The Company Ordinary Sharesdoes not directly or indirectly own, or have any interest in or right to acquire, any Equity Interests of any other Person except as set forth on Schedule 3.5(d). The Company does not directly or indirectly control (as such term is defined in the definition of “Affiliate”) any other Person. (c) Except as set forth on Schedule 3.5(c), there are no accrued, but unpaid, dividends with respect to any membership interests, equity interests, or other securities of the Company. (d) Schedule 3.5(d) sets forth each Subsidiary of the Company, including each Subsidiary’s jurisdiction of organization or formation, as applicable, and the authorized, issued and outstanding Equity Interests of each Subsidiary. The Company does not have, nor has it ever had, any Subsidiaries, except for those set forth on Schedule 3.5(d). The Company does not directly or indirectly own or hold, and has never owned or held, any (or the right to acquire any) stock, partnership interest, joint venture interest or other equity ownership interest in any other Person, except for those set forth on Schedule 3.5(d).

Capitalization of the Company. (a) As of the date of this Agreement, the issued and outstanding share capital of the Company consists of 325,332 Company Ordinary Shares. Set Schedule 4.29 sets forth in Section 5.6 of the Company Disclosure Letter is a true, correct true and complete list of each legal owner of Company Ordinary Shares or other Equity Securities of the Company and the number of Company Ordinary Shares or other Equity Securities held by each such holder as of the date hereof. Except as set forth in Section 5.6 of the Company Disclosure Letter or pursuant to the Permitted Activities Documents, as of the date hereof there are no other ordinary shares, preferred shares or other Equity Securities of the Company authorized, reserved for issuance, issued or outstanding. All all of the issued and outstanding Company Shares (x) Equity Interests of the Company. Such Equity Interests of the Company, to the extent applicable, have been duly authorized and authorized, are validly issued and allotted are fully paid and, except to the extent otherwise provided under the law of the Company’s jurisdiction of formation, non-assessable and were issued in conformity with the Organizational Documents of the Company and all applicable contracts or Laws and were not issued in violation of, and are fully paid; (y) have been offerednot subject to, soldany purchase option, transferred and issued in compliance with call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of applicable Law; , the Organizational Documents of the Company or any contract to which the Company is or was a party or by which it is or was otherwise bound. There are no certificates representing any of the Equity Interests of the Company. Seller has made available to Buyer true and (z) complete copies of the Organizational Documents, minute books, membership interest certificate books, membership interest transfer books and equity ledgers of the Company to the extent the same are free and clear of any Liensin existence. (b) The Company has not issuedExcept as provided in this Agreement, granted, and is not otherwise bound by there are no rights or subject to any outstanding subscriptions, Contracts (including options, warrants, rights calls and preemptive rights) obligating the Company (A) to issue, sell, pledge, dispose of or other securities encumber any Equity Interest of the Company (including debt securities) convertible, exercisable or exchangeable for excluding the obligation to pledge the Equity Interests of the Company Ordinary Shares, any other commitments, calls, conversion rights, rights of exchange or privilege (whether pre-emptive, contractual or by matter of LawEntities as security in connection with the Seller Credit Facility), plans (B) to redeem, purchase or other agreements of acquire in any character providing for the issuance of additional shares, the sale of treasury shares or other equity interests, or for the repurchase or redemption of shares or other equity interests manner any Equity Interests of the Company or (C) to make any dividend or distribution of any kind with respect to the Equity Interests of the Company (or to allow any participation in the profits or appreciation in value of which is determined by reference to shares or other equity interests of the Company, and there ). There are no outstanding or authorized membership interest appreciation, phantom unit, profit participation, or similar rights affecting the Equity Interests of the Company. There are no agreements, instruments, proxies, judgments or decrees, whether written or oral, express or implied, other than this Agreement, relating to the voting trustsof, proxies sale, assignment, conveyance, transfer, delivery, right of first refusal, option or agreements limitation on transfer of any kind which may obligate Equity Interests of the Company to issue, purchase, register for sale, redeem or otherwise acquire any Company Ordinary SharesCompany.

Capitalization of the Company. (a) As of the date of this Agreement, the issued and outstanding share capital The entire authorized Capital Stock of the Company consists of 325,332 Company Ordinary Shares. Set forth in Section 5.6 of the Company Disclosure Letter is a true, correct and complete list of each legal owner of Company Ordinary Shares or other Equity Securities of the Company and the number of Company Ordinary Shares or other Equity Securities held by each such holder as of the date hereof. Except as set forth in Section 5.6 of the Company Disclosure Letter or pursuant to the Permitted Activities Documents, as of the date hereof there are no other ordinary shares, preferred shares or other Equity Securities of the Company authorized, reserved for issuance, issued or outstandingon Schedule 3.5. All of the issued and outstanding shares of Capital Stock of the Company Shares (x) have been duly authorized and authorized, validly issued and allotted and are fully paid; (y) have been offered, sold, transferred paid and non-assessable. None of the securities of the Company was issued in compliance with applicable Law; and violation of (za) are free and clear of the 1933 Act, any Liens. state “blue sky” or securities laws or any similar Legal Requirement or (b) The Company has not issued, granted, and is not otherwise bound by or subject to any outstanding subscriptions, options, warrants, rights preemptive or other securities (including debt securities) convertible, exercisable or exchangeable for Company Ordinary Shares, any other commitments, calls, conversion rights, similar rights of exchange or privilege (whether pre-emptive, contractual or by matter of Law), plans or other agreements of any character providing for Person in connection with the issuance of additional shares, the sale of treasury shares or other equity interests, or for the repurchase or redemption of any of its equity interests. The Company holds no shares or other of its Capital Stock in its treasury. All of the outstanding equity interests of the Company or are held of record and beneficially owned by the value Persons and in the respective amounts set forth in Schedule 3.5. The Sellers have delivered to the Buyer true, accurate and complete copies of the stock ledger of the Company which is determined reflects all issuances, transfers, repurchases and cancellations of shares of its Capital Stock. Schedule 3.5 lists all Restricted Stock Purchase Agreements entered into by reference to shares all Sellers (each a “Restricted Stock Purchase Agreement”). The Company has no Subsidiaries. There are no preemptive rights or other similar rights in respect of any equity interests of in the Company, which have not been waived by Sellers prior to the Closing Date. Except as imposed by applicable securities laws, there are no Encumbrances on, or other contractual obligations relating to, the ownership, transfer or voting of any equity interests in the Company, or otherwise affecting the rights of any holder of the equity interests in the Company, which will not be waived by Sellers prior to the Closing Date. Except for the Contemplated Transactions, there is no contractual obligation, or provision in the organizational documents of the Company which obligates it to purchase, redeem or otherwise acquire, or make any payment (including any dividend or distribution) in respect of, any equity interests in the Company and there are no voting trusts, proxies or agreements existing rights with respect to registration under the 1933 Act of any kind which may obligate equity interests in the Company to issue, purchase, register for sale, redeem or otherwise acquire any Company Ordinary SharesCompany.

Capitalization of the Company. (a) The authorized capital stock of the Company consists solely of 100,000,000 shares of Common Stock and 1,000,000 shares of Preferred Stock. As of the date of this Agreementhereof, the there are issued and outstanding share capital 18,715,000 shares of Common Stock owned of record and beneficially by the Company consists Persons and in the amounts specified on Schedule 2.5 attached hereto, free and clear of 325,332 Company Ordinary Sharesall Liens. Set forth in Section 5.6 of the Company Disclosure Letter is a true, correct and complete list of each legal owner of Company Ordinary Shares or other Equity Securities of the Company and the number of Company Ordinary Shares or other Equity Securities held by each such holder as As of the date hereof, no shares of Preferred Stock are issued and outstanding. Except as set forth in Section 5.6 of the Company Disclosure Letter or pursuant to the Permitted Activities Documents, as As of the date hereof hereof, there are no other ordinary sharesshares of Common Stock, preferred and no shares or other Equity Securities of Preferred Stock, held by the Company authorized, reserved for issuance, issued or outstandingas treasury stock. All of the issued and outstanding Company Shares (x) have been duly authorized and shares of Common Stock are validly issued and allotted issued, fully paid, non-assessable and are fully paid; (y) have been offeredwithout, sold, transferred and were not issued in compliance with applicable Law; and (z) violation of, any preemptive rights. Except as set forth on Schedule 2.5, there are free and clear of any Liens. (b) The Company has not issued, granted, and is not otherwise bound by or subject to any outstanding subscriptions, no options, warrants, rights calls, subscriptions, conversion or other securities (including debt securities) convertible, exercisable or exchangeable for Company Ordinary Shares, any other commitments, calls, conversion rights, rights of exchange agreements or privilege (whether pre-emptive, contractual or by matter of Law), plans or other agreements of any character providing for the issuance of additional shares, the sale of treasury shares or other equity interests, or for the repurchase or redemption of shares or other equity interests of commitments to acquire from the Company or the value any Stockholder any shares of which is determined by reference to shares or other equity interests capital stock of the Company, and there or any other securities convertible into, exchangeable for or evidencing the right to subscribe for any shares of capital stock of the Company, or any other security of the Company. There are no outstanding or authorized stock appreciation, phantom stock or similar rights with respect to the Company. There are no voting trustsagreements, voting trust agreements, proxies or stockholder or similar agreements relating to the capital stock of the Company. All of the issued and outstanding shares of Common Stock were issued either (i) in compliance with any kind which may obligate applicable registration, filing or registration requirements under the Securities Act of 1933, as amended (the "Securities Act"), and applicable state blue sky laws or (ii) pursuant to valid exemptions from any such otherwise applicable registration, filing or qualification requirements. The Company is not subject to issue, purchase, register for sale, redeem any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any Company Ordinary Sharesshares of its capital stock. Upon delivery and payment for the New Shares as herein provided, such New Shares shall be duly authorized, validly issued, fully paid and non-assessable and will not be issued in violation of applicable preemptive rights.

Capitalization of the Company. (a) As The authorized capital stock of the Company consists of [XX] shares of Common Stock. (b) At the close of business on the date of this Agreement, [XX] shares of Common Stock were issued and outstanding, including the Closing Shares. (c) The Common Stock constitutes all of the authorized, issued and outstanding share capital of Equity Interests in the Company. The Common Stock (including the Common Stock to be sold by the Company consists of 325,332 Company Ordinary Shares. Set forth in Section 5.6 of the Company Disclosure Letter is a true, correct and complete list of each legal owner of Company Ordinary Shares or other Equity Securities of the Company and the number of Company Ordinary Shares or other Equity Securities held by each such holder as of the date hereof. Except as set forth in Section 5.6 of the Company Disclosure Letter or pursuant to the Permitted Activities Documents, as of the date hereof there are no other ordinary shares, preferred shares or other Equity Securities of the Company authorized, reserved for issuance, issued or outstanding. All of the issued and outstanding Company Shares (xPurchaser hereunder) have has been duly authorized and by all necessary corporate action on the part of the Company, has been validly issued and allotted is fully paid and are fully paid; nonassessable. No Common Stock (yincluding the Common Stock to be sold by the Company to Purchaser hereunder) have was issued in violation of any preemptive rights or is subject to any preemptive rights in favor of any other Person and all of the Common Stock (including the Common Stock to be sold by the Company to Purchaser hereunder) has been offered, soldissued, transferred sold and issued delivered by the Company in compliance with all applicable Law; federal and (z) state securities laws. There are free and clear no outstanding options, warrants, calls, rights, convertible securities or other agreements or commitments of any Lienscharacter pursuant to which the Company is or may be obligated to issue or sell any issued or unissued Equity Interests in the Company. (d) The Company is not a party to or bound by and, to Company’s Knowledge, there does not exist any stockholder agreement, voting trust agreement or any other similar contract, agreement, arrangement, commitment, plan or understanding restricting or otherwise relating to the voting, dividend, ownership or transfer rights of any shares of Common Stock. (b) The Company has There are no accrued and unpaid dividends (whether or not issued, granted, and is not otherwise bound by declared) with respect to the Common Stock or subject to any outstanding subscriptions, options, warrants, rights or other securities (including debt securities) convertible, exercisable or exchangeable for Company Ordinary Shares, any other commitments, calls, conversion rights, rights of exchange or privilege (whether pre-emptive, contractual or by matter of Law), plans or other agreements of any character providing for the issuance of additional shares, the sale of treasury shares or other equity interests, or for the repurchase or redemption of shares or other equity interests of the Company or the value of which is determined by reference to shares or other equity interests Equity Interests of the Company, and there are no voting trusts, proxies or agreements of any kind which may obligate the Company to issue, purchase, register for sale, redeem or otherwise acquire any Company Ordinary Shares.

Capitalization of the Company. (a) As of the date of this Agreement, the issued The Company hereby represents and outstanding share capital of the Company consists of 325,332 Company Ordinary Shares. Set forth in Section 5.6 of the Company Disclosure Letter is a true, correct and complete list of each legal owner of Company Ordinary Shares or other Equity Securities of the Company and the number of Company Ordinary Shares or other Equity Securities held by each such holder as of the date hereof. Except as set forth in Section 5.6 of the Company Disclosure Letter or pursuant warrants to the Permitted Activities Documents, Subscriber as of the date hereof there are no other ordinary shares, preferred shares or other Equity Securities that immediately following the consummation of the transactions contemplated by this Subscription Agreement, the Subscriber will hold the Securities in the Company authorizedset forth on Exhibit B hereto. Immediately following the consummation of the transactions contemplated by this Subscription Agreement and the other subscription agreements by and between the Company and the subscriber parties thereto (including those subscription agreements, note and warrant purchase agreements or note purchase agreements executed pursuant to the Company’s private placement memoranda (collectively, the “PPM”)), except as contemplated by such agreements, this Subscription Agreement, the PPM or any amendments to the Certificate of Incorporation, and other than up to 1,000,000 shares of Common Stock reserved for issuance, issued or outstanding. All use as part of the Company’s management incentive plans and 300,000 shares of Common Stock issued and outstanding Company Shares (x) have been duly authorized and validly issued and allotted and are fully paid; (y) have been offeredto the Founders prior to the Offering, sold, transferred and issued in compliance with applicable Law; and (z) are free and clear of any Liens. (b) The Company has not issued, granted, and is not otherwise bound by or subject to any outstanding subscriptions, there will be no existing options, warrants, rights calls, pre-emptive rights, subscriptions, profit or equity appreciation rights, phantom equity or other securities (including debt securities) convertible, exercisable or exchangeable for Company Ordinary Shares, any other commitments, calls, conversion similar rights, rights of exchange or privilege (whether pre-emptive, contractual or by matter of Law), plans or other agreements rights, agreements, arrangements or commitments of any character providing for character, relating to the issuance of additional shares, the sale of treasury shares issued or other equity interests, or for the repurchase or redemption of shares or other equity interests unissued Common Stock of the Company or the value of which is determined by reference to shares or any other equity interests of security of, or equity interest in, the Company, and there are no voting trusts, proxies or agreements of any kind which may obligate Company obligating the Company to issue, purchasetransfer or sell or cause to be issued, register transferred or sold any equity security or equity interest or voting debt of, or other debt interest in, the Company or securities convertible into or exchangeable for salesuch equity securities or interests, or obligating the Company to grant, extend or enter into any such option, warrant, call, subscription or other right, agreement, arrangement or commitment, and there will be no outstanding statutory or contractual obligations of the Company to repurchase, redeem or otherwise acquire any Company Ordinary SharesSecurities or equity securities of the Company.

Capitalization of the Company. (a) As of the date of this Agreement, the Company’s authorized capital stock consisted solely of 8,000,000 shares of Company Common Stock, of which (i) 4,020,334 shares were issued and outstanding, (ii) 329,100 shares were reserved for issuance upon the exercise of outstanding Company Stock Options, and (iii) 270,000 shares were reserved for future issuance under the Warrants. Each outstanding share capital of the Company consists Common Stock is duly authorized and validly issued, fully paid and non-assessable, and has not been issued in violation of 325,332 Company Ordinary Sharesany preemptive or similar rights. Set forth in Section 5.6 of the Company Disclosure Letter is a true, correct and complete list of each legal owner of Company Ordinary Shares or other Equity Securities of the Company and the number of Company Ordinary Shares or other Equity Securities held by each such holder as of the date hereof. Except Other than as set forth in Section 5.6 the first sentence of this section and in the Company Disclosure Letter or pursuant to the Permitted Activities DocumentsOption and Warrant Schedule (as defined below), as of the date hereof there are no other ordinary shares, preferred shares or other Equity Securities of the Company authorized, reserved for issuance, issued or outstanding. All of the issued and outstanding Company Shares (x) have been duly authorized and validly issued and allotted and are fully paid; (y) have been offered, sold, transferred and issued in compliance with applicable Law; and (z) are free and clear of any Liens. (b) The Company has not issued, granted, and is not otherwise bound by or subject to any outstanding subscriptions, options, warrants, rights puts, calls, agreements, understandings, claims or other commitments or rights of any type relating to the issuance, sale, repurchase or transfer by the Company or any Company subsidiary of any securities (including debt securities) convertibleof the Company or any Company subsidiary, exercisable nor are there outstanding any securities which are convertible into or exchangeable for any shares of the Company Ordinary SharesCommon Stock or any equity interests in any Company subsidiary, and neither the Company nor any other commitments, calls, conversion rights, rights of exchange or privilege (whether pre-emptive, contractual or by matter of Law), plans or other agreements its subsidiaries has any obligation of any character providing kind to issue any additional securities or to pay for or repurchase any securities of the Company or any Company subsidiary or any predecessors of any thereof. No subsidiary of the Company owns any shares of Company Common Stock and 430,767 shares of Company Common Stock are held in treasury. The issuance and sale of additional sharesall of the shares of capital stock described in this Section 5.4 have been in compliance in all material respects with federal and state securities laws. The Company has previously delivered to Parent a certified schedule (the “Option and Warrant Schedule”) accurately setting forth as of the date of this Agreement, the sale names of treasury shares all holders of options, warrants and other rights to purchase the Company Common Stock or other any equity interestsinterests in any Company subsidiary, or for the repurchase or redemption number of shares or other equity interests of each class issuable to each such holder upon exercise of such option, warrant or other right, and the exercise price and vesting schedule with respect to those options, warrants and other rights. The Company has no existing agreements to register any securities of the Company under the Securities Act or under any state securities law and has not granted registration rights to any person or entity. The Company is not a party to any, and, to the knowledge of the Company, there are no, voting trusts, proxies, stockholders agreements or other agreements or understandings with respect to the Company Common Stock. No bonds, debentures, notes or other indebtedness having the right to vote on any matters on which stockholders may vote in respect of the Company or the value of which is determined by reference to shares or other equity interests of the Company, and there are no voting trusts, proxies or agreements of any kind which may obligate the Company to issue, purchase, register for sale, redeem or otherwise acquire any Company Ordinary Sharessubsidiary are issued or outstanding.

Capitalization of the Company. (a) As of the date of this Agreement, the issued and outstanding share The entire authorized capital stock of the Company consists of 325,332 Company Ordinary Shares. Set forth in Section 5.6 1,000 shares of the Company Disclosure Letter is a true, correct and complete list Common Stock of each legal owner of Company Ordinary Shares or other Equity Securities of the Company and the number of Company Ordinary Shares or other Equity Securities held by each such holder as of the date hereof. Except as set forth in Section 5.6 of the Company Disclosure Letter or pursuant which 250 shares are issued to the Permitted Activities Documents, as of the date hereof there are no other ordinary shares, preferred shares or other Equity Securities of the Company authorized, reserved for issuance, issued or Seller and remain outstanding. All of the issued and outstanding Company Shares (x) Common Stock have been duly authorized authorized, are validly issued, fully paid and validly issued and allotted non-assessable and are fully paid; (yheld of record by the Seller, and, except as set forth on Schedule 4.1(c) have been offeredattached hereto, sold, transferred and issued in compliance with applicable Law; and (z) are free and clear of any Liens. (bliens, charges, Encumbrances or in violation of any statutory or common law preemptive rights. Except as set forth on Schedule 4.1(c) The Company has not issuedattached hereto, granted, and is not otherwise bound by there are no outstanding or subject to any outstanding subscriptions, authorized options, warrants, rights, contracts, calls, puts, rights to subscribe, conversion rights or other securities (including debt securities) convertible, exercisable agreements or exchangeable for Company Ordinary Shares, any other commitments, calls, conversion rights, rights of exchange or privilege (whether pre-emptive, contractual or by matter of Law), plans or other agreements of any character providing for the issuance of additional shares, the sale of treasury shares or other equity interests, or for the repurchase or redemption of shares or other equity interests of commitments to which the Company or the value Seller is a party or which are binding upon the Company or the Seller providing for the issuance, transfer, disposition or acquisition of any of its capital stock. Except as set forth on Schedule 4.1(c) attached hereto, there is no outstanding or authorized equity appreciation, phantom stock or similar rights with respect to the Company. There are no dividends which is determined by reference to shares have accrued or other equity interests been declared but are unpaid on the outstanding capital stock of the Company. All Taxes required to be paid in connection with the issuance and any transfers of the outstanding capital stock of the Company have been paid. All permits or authorizations required to be obtained from or registrations required to be effected with any Person in connection with any and all issuances of securities of the Company since the date of its incorporation have been obtained or effected, and there all securities of the Company have been issued and are held in accordance with the provisions of all Applicable Law. There are no voting trusts, proxies or any other agreements or understandings with respect to the voting of any kind the capital stock of the Company, which may obligate would not otherwise be terminated at or before the Closing. Upon consummation of the Closing, the Company will not have any securities convertible into or exchangeable for any shares of its capital stock which have been created prior to issuethe Closing, purchasenor will it have outstanding any rights, register options, agreements or arrangements to subscribe for saleor to purchase its capital stock or any securities convertible into or exchangeable for its capital stock, redeem or otherwise acquire any Company Ordinary Shareswhich has been created prior to the Closing.

Capitalization of the Company. (a) As of the date of this Agreement, the issued and outstanding share The entire authorized capital stock of the Company consists of 325,332 Company Ordinary Shares. Set forth in Section 5.6 1,000 shares of common stock, $0.01 par value per share, of which 1,000 shares are issued and outstanding (such 1,000 issued and outstanding shares of common stock of the Company Disclosure Letter is a true, correct being herein referred to as the “Shares”). Seller owns all of the Shares free and complete list clear of each legal owner of Company Ordinary Shares any Liens or other Equity Securities restrictions, other than Liens or other restrictions (a) arising under this Agreement, (b) arising under the certificate of incorporation or bylaws of the Company and the number of Company Ordinary Shares or other Equity Securities held by each such holder as disclosed in Section 3.5 of the date hereof. Except as set forth in Section 5.6 of the Company Disclosure Letter or Schedules, and (c) imposed pursuant to the Permitted Activities DocumentsSecurities Act of 1933, as amended (the “Securities Act”), and applicable state securities or “blue sky” laws. At the Closing the delivery of the date hereof there are no other ordinary shares, preferred shares or other Equity Securities Shares to Buyer in accordance with the terms of this Agreement will transfer good and valid title to the Company authorized, reserved for issuance, issued or outstanding. All of the issued and outstanding Company Shares (x) have been duly authorized and validly issued and allotted and are fully paid; (y) have been offered, sold, transferred and issued in compliance with applicable Law; and (z) are free and clear of any Liens. , other than the Liens described in clauses (ba) The through (c) above. No Shares are held by the Company has not as treasury shares. All of the Shares have been duly authorized and are validly issued, grantedfully paid and nonassessable and were issued and remain free of preemptive rights. There are no bonds, and is not otherwise bound debentures, notes or other evidences of indebtedness issued or outstanding having the right to vote on any matters on which the holders of the Shares may vote. Other than Buyer’s rights as contemplated by or subject to any outstanding subscriptionsthis Agreement, there are no options, warrants, calls or other rights or agreements, arrangements or understandings of any kind outstanding obligating Seller or the Company to offer, issue, deliver, sell, purchase, return or redeem shares of the Company’s capital stock or debt securities, or obligating Seller or the Company to grant, extend or enter into any such option, warrant, put, call or other such right or agreement or issue outstanding securities, rights or obligations that are convertible into, exchangeable for, or exercisable to acquire any capital stock or other securities (including debt securities) convertible, exercisable or exchangeable for Company Ordinary Shares, any other commitments, calls, conversion rights, rights of exchange or privilege (whether pre-emptive, contractual or by matter of Law), plans or other agreements of any character providing for the issuance of additional shares, the sale of treasury shares or other equity interests, or for the repurchase or redemption of shares or other equity interests of the Company or the value of which is determined by reference to shares or other equity interests of the Company, and there are no voting trusts, proxies or agreements of any kind which may obligate the Company to issue, purchase, register for sale, redeem or otherwise acquire any Company Ordinary Shares.

Capitalization of the Company. (a) As Section 4.6(a) of the Company Disclosure Letter sets forth a true and complete statement as of the date of this Agreement, Agreement of (i) the issued number and outstanding share capital class or series (as applicable) of all equity securities of the Company consists issued and outstanding, (ii) the identity of 325,332 the Persons that are the record and beneficial owners thereof, and (iii) with respect to each Company Ordinary SharesAward, as applicable, (A) the holder thereof, (B) the type of Company Award (including whether the Company Award qualifies as an incentive stock option), (C) the date of grant and expiration date thereof, (D) the number of vested and unvested shares of Company Common Stock subject thereto, (E) the vesting schedule (including any accelerated vesting provisions), and (F) the exercise or purchase price thereof. Set forth in Section 5.6 The equity securities of the Company Disclosure Letter is a true, correct and complete list of each legal owner of Company Ordinary Shares or other Equity Securities of the Company and the number of Company Ordinary Shares or other Equity Securities held by each such holder as of the date hereof. Except as set forth in Section 5.6 of the Company Disclosure Letter or pursuant to the Permitted Activities Documents, as of the date hereof there are no other ordinary shares, preferred shares or other Equity Securities of the Company authorized, reserved for issuance, issued or outstanding. All of the issued and outstanding Company Shares (x) have been duly authorized and validly issued and allotted and are fully paidpaid and non-assessable; (y) have been offered, sold, transferred sold and issued in compliance with applicable Law, including federal and state securities Laws, and all requirements set forth in (1) the Governing Documents of the Company and (2) any other applicable Contracts governing the issuance of such securities; and (z) are free and clear not subject to, nor have they been issued in violation of, any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of any Liensapplicable Law, the Governing Documents of the Company or any Contract to which the Company is a party or otherwise bound. Immediately prior to the Effective Time each share of Company Preferred Stock will be converted into one share of Company Common Stock. (b) All Company Awards are evidenced by award agreements in substantially the forms previously made available to Acquiror, and no Company Award is subject to terms that are materially different from those set forth in such forms. Each Company Award has been validly issued and properly approved by the Board of Directors of the Company (or the appropriate committee thereof) as of the applicable date of grant, and each Company Award has been granted in accordance with the terms of the Company Incentive Plans and compliance in all material respects with all applicable Laws. No Company Award is subject to Section 409A of the Code. All Company Options have an exercise price that has never been and is not less than the fair market value of the Company Common Stock on the date the option was granted (within the meaning of United States Treasury Regulation §1.409A-1(b)(5)(vi)(B)). No Company Awards have been retroactively granted, nor has the exercise price of any Company Option been determined retroactively, in any case, in contravention of any applicable Law. Each Company Option intended to qualify as an “incentive stock option” as of the date hereof under Section 422 of the Code so qualifies as of the date hereof. The treatment of Company Awards under this Agreement does not violate the terms of the Company Incentive Plans or any Contract governing the terms of such awards. (c) Except as otherwise set forth in this Section 4.6 or on Section 4.6(a) of the Company Disclosure Letter, the Company has not issued, granted, and is not otherwise bound by or subject to granted any outstanding subscriptions, options, stock appreciation rights, warrants, rights or other securities (including debt securities) convertible, exercisable convertible into or exchangeable or exercisable for Company Ordinary Sharesequity securities of the Company, any other commitments, calls, conversion rights, rights of exchange or privilege (whether pre-emptive, contractual or by matter of Law), plans or other agreements of any character providing for the issuance of additional shares, the sale of treasury shares or other equity interests, or for the repurchase or redemption of shares or other equity interests of the Company or the value of which is determined by reference to shares or other equity interests of the Company, and there are no voting trusts, proxies or agreements of any kind which may obligate the Company to issue, purchase, register for sale, redeem or otherwise acquire any Company Ordinary Sharesequity securities of the Company.

Capitalization of the Company. (a) As of the date of this Agreement, the issued 54,000,000 shares of Company Common Stock are authorized and outstanding share capital 29,000,000 shares of common stock, par value $0.0001 per share, of the Company consists (“Company Common Stock”) are issued and outstanding. As of 325,332 Company Ordinary Shares. Set forth in Section 5.6 the date of this Agreement and as of the Closing Date, 11,000,000 shares of preferred stock, par value $0.0001 per share, of the Company Disclosure Letter is a true(“Company Preferred Stock”), correct par value $0.0001 per share, are authorized and complete list of each legal owner 11,000,000 shares of Company Ordinary Shares or other Equity Securities of the Company Preferred Stock are issued and the number of Company Ordinary Shares or other Equity Securities held by each such holder as outstanding. As of the date hereofof this Agreement, 1,369,324 Company RSUs are issued and outstanding. Except as set forth Items (a) through (i) in Section 5.6 the definition of the Company Disclosure Letter or pursuant to the Permitted Activities Documents, “Initial Spreadsheet” are true and correct as of the date hereof there and when such items are no other ordinary shares, preferred shares or other Equity Securities updated in the Final Spreadsheet shall be true and correct as of the Company authorized, reserved for issuance, issued or outstanding. Closing Date (without giving effect to the Mergers). (b) All of the issued and outstanding shares of Company Shares Common Stock and Company Preferred Stock (xi) have been duly authorized and authorized, validly issued and allotted issued, fully paid and are fully paid; non-assessable, (yii) are not subject to, nor have been issued in violation of, any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right, (iii) have been offered, sold, transferred sold and issued in compliance with applicable Law; Applicable Legal Requirements and the Company’s Governing Documents and (ziv) are free and clear of all Liens (other than Permitted Liens). As of the Closing Date, all issued and outstanding shares of Company Common Stock (i) will have been duly authorized, validly issued, fully paid and are non-assessable, (ii) will not be subject to, nor have been issued in violation of, any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right, (iii) will have been offered, sold and issued in compliance with Applicable Legal Requirements and the Company’s then-current Governing Documents and (iv) will be free and clear of all Liens (other than Permitted Liens). (bc) The Other than as set forth on Schedule 4.3(c) of the Company has not issuedDisclosure Letter, granted, and is not otherwise bound by or subject to any outstanding there are no subscriptions, options, warrants, rights equity securities, partnership interests or other securities (including debt securities) convertible, exercisable or exchangeable for Company Ordinary Shares, any other commitmentssimilar ownership interests, calls, conversion rights (including preemptive rights, rights of exchange or privilege (whether pre-emptive, contractual or by matter of Law), plans commitments or other agreements of any character providing for to which the issuance of additional sharesCompany is a party or by which it is bound obligating the Company to issue, the sale of treasury shares deliver or other equity interestssell, or for cause to be issued, delivered or sold, or repurchase, redeem or otherwise acquire, or cause the repurchase repurchase, redemption or redemption of shares or other equity acquisition of, any ownership interests of the Company or obligating the value Company to grant, extend, accelerate the vesting of which is determined by reference to shares or enter into any such subscription, option, warrant, equity security, call, right, commitment or agreement. Other than as set forth on Schedule 4.3(c) of the Company Disclosure Letter, there are no stock appreciation, phantom stock, stock-based performance unit, profit participation, restricted stock, restricted stock unit or other equity equity-based compensation award or similar rights with respect to the Company. (d) Except as set forth in the Company’s Governing Documents and in connection with the Transactions, there are no registration rights, and there is no voting trust, proxy, rights plan, anti-takeover plan or other agreements or understandings to which the Company is a party or by which the Company is bound with respect to any ownership interests of the Company. (e) Except as provided for in this Agreement, and there are as a result of the consummation of the Transactions, no voting trustsshares of capital stock, proxies warrants, options or agreements other securities of any kind which may obligate the Company to issueare issuable and no rights in connection with any shares, purchasewarrants, register for sale, redeem options or other securities of the Company accelerate or otherwise acquire any Company Ordinary Sharesbecome triggered (whether as to vesting, exercisability, convertibility or otherwise).

Capitalization of the Company. (a) As of the date of this Agreement, the issued and outstanding share capital of the Company consists of 325,332 10,465,368 Company Ordinary Shares, 2,998,730 Series Seed-2 Preferred Shares and 1,497,881 Series A-1 Preferred Shares. Set forth in Section 5.6 4.6(a) of the Company Disclosure Letter is a true, correct and complete list of each legal owner of Company Ordinary Shares or other Equity Securities of the Company and the number of Company Ordinary Shares or other Equity Securities held by each such holder as of the date hereof. Except as set forth in Section 5.6 4.6(a) of the Company Disclosure Letter or pursuant to the Permitted Activities DocumentsLetter, as of the date hereof there are no other ordinary shares, preferred shares or other Equity Securities of the Company authorized, reserved for issuance, issued or outstanding. All of the issued and outstanding Company Shares (x) have been duly authorized and validly issued and allotted and are fully paid or credited as fully paid-up and contributions were not paid back; (y) have been offered, soldissued, sold and transferred and issued in compliance with applicable Law, including the Singapore Companies Act and federal and state securities Laws, and including any filings and returns required under any applicable Law to be delivered or made by the Company in respect of such offer, sale, transfer or issuance, and all requirements set forth in (1) the Governing Documents of the Company and (2) any other applicable Contracts governing the issuance or allotment of such securities; are not subject to, nor have they been issued in violation of, any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of any applicable Law, the Governing Documents of the Company or any Contract to which the Company is a party or otherwise bound; and (z) are free and clear of any Liens. (b) The Immediately prior to the Effective Time, the only Equity Securities of the Company outstanding shall be 15,831,707 Company Ordinary Shares. (c) Except as otherwise set forth in Section 4.6(a) of the Company Disclosure Letter, the Company has not issued, granted, and is not otherwise bound by or subject to any outstanding subscriptions, options, warrants, rights or other securities (including debt securities) convertible, exercisable or exchangeable for Company Ordinary Shares, any other commitments, calls, conversion rights, rights of exchange or privilege (whether pre-emptive, contractual or by matter of Law), plans or other agreements of any character providing for the issuance of additional shares, the sale of treasury shares or other equity interests, or for the repurchase or redemption of shares or other equity interests of the Company or the value of which is determined by reference to shares or other equity interests of the Company, and there are no voting trusts, proxies or agreements of any kind which may obligate the Company to issue, purchase, register for sale, redeem or otherwise acquire any Company Ordinary Shares.

Capitalization of the Company. (a) As Schedule 5.2(a) sets forth a complete and accurate list of the date of this Agreementauthorized, the issued and outstanding share capital stock of the Company consists of 325,332 Company Ordinary Shares. Set forth in Section 5.6 of the Company Disclosure Letter is Company, including a true, correct complete and complete accurate list of each legal owner of Company Ordinary all the authorized, issued and outstanding Common Shares or other Equity Securities of the Company and Preferred Shares and the number amount of Company Ordinary any accrued and unpaid dividends with respect to the Preferred Shares or other Equity Securities held by each such holder as of the date hereof. Except as set forth in Section 5.6 The Company has no shares of its capital stock reflected on the books and records of the Company Disclosure Letter or pursuant to the Permitted Activities Documents, as treasury shares. Holders of the date hereof there are no other ordinary shares, preferred shares or other Equity Securities of the Company authorized, reserved for issuance, all issued or outstandingand outstanding Shares have executed this Agreement. All of the issued and outstanding shares of capital stock of the Company Shares (x) have been are duly authorized authorized, validly issued, fully paid and validly issued non-assessable and allotted and are fully paid; (y) have been offered, sold, transferred and issued in compliance with applicable Law; and (z) are free and clear of any Lienspreemptive rights in respect thereto other than such preemptive rights under the Company Charter Documents and the Shareholder Agreements. (b) The Schedule 5.2(b) sets forth as of the date hereof, a list of all holders of Options and in the case of each Option held by such holder of such Options, the date of grant, the number of Common Shares subject to such Option, the date on which the Option vests or vested and the Exercise Price thereof. All Options have an Exercise Price equal to no less than the fair market value of the underlying Common Shares on the date of grant. Except as set forth on Schedule 5.2(b), there are no other shares of capital stock or other Equity Interests of the Company has not authorized, issued, granted, reserved for issuance or outstanding and is not otherwise bound by no outstanding or subject to any outstanding subscriptions, authorized options, warrants, convertible or exchangeable securities, subscriptions, rights or other securities (including debt securities) convertible, exercisable or exchangeable for Company Ordinary Shares, any preemptive rights other commitments, calls, conversion than such preemptive rights, rights of exchange or privilege (whether pre-emptive, contractual or by matter of Lawthe Company Charter Documents and the Shareholder Agreements), plans calls or other agreements commitments of any character providing for whatsoever, relating to the issuance of additional sharescapital stock of, the sale of treasury shares or other equity interestsor voting interest in, the Company, to which the Company is a party or for is bound requiring the repurchase issuance, delivery or redemption sale of shares of capital stock of the Company. There are no outstanding or authorized stock appreciation, phantom stock, profit participation or similar rights with respect to the capital stock of, or other equity interests of the Company or the value of which is determined by reference to shares or other equity interests of the Companyvoting interest in, and there are no voting trusts, proxies or agreements of any kind which may obligate the Company to issuewhich the Company is a party or is bound. The Company has no authorized or outstanding bonds, purchasedebentures, register notes or other indebtedness the holders of which have the right to vote (or which is convertible into, exchangeable for, or evidencing the right to subscribe for saleor acquire securities having the right to vote). There are no Contracts to which the Company is a party or by which it is bound to (i) repurchase, redeem or otherwise acquire any shares of capital stock of, or other Equity Interests in, the Company Ordinary Sharesor (ii) vote or dispose of any shares of capital stock of, or other Equity Interests in, the Company. Except as set forth on Schedule 5.2(b) there are no irrevocable proxies and no voting agreements with respect to any shares of capital stock of, or other Equity Interests in, the Company. (c) Except as set forth on Schedule 5.2(c), the Company is not a party to any voting trust or other shareholder agreement that contains restrictions, limitations, requirements or otherwise relates to the voting, redemption, sale, issuance, transfer, registration, preemptive or anti-dilutive rights or other disposition of the Equity Interests of the Company. (d) The stock register of the Company accurately records: (i) the name and address of each Person owning Shares and (ii) the certificate number of each certificate evidencing shares of capital stock issued by the Company, the number of shares evidenced by each such certificate, the date of issuance thereof and, in the case of cancellation, the date of cancellation. (e) The minute books of the Company contain records of all meetings and accurately reflect all other actions taken by the stockholders, Boards of Directors and all committees of the Boards of Directors of the Company. Complete and accurate copies of all such minute books and of the stock register of the Company have been provided by the Seller to the Buyer.

Capitalization of the Company. (a) As of the date of this Agreementhereof, the issued and outstanding share authorized capital stock of the Company consists of 325,332 Company Ordinary Shares110,000,000 shares of Common Stock. Set forth in Section 5.6 All outstanding shares of capital stock of the Company Disclosure Letter is a truehave been validly issued, correct and complete list of each legal owner of Company Ordinary Shares or other Equity Securities of the Company are fully paid and the number of Company Ordinary Shares or other Equity Securities held by each such holder as nonassessable. As of the date hereof, there are 448,500 shares of Common Stock subject to issuance upon exercise of outstanding options, warrants, or other rights to purchase capital stock of the Company from the Company. Except as set forth in Section 5.6 above, there are outstanding (A) no shares of capital stock or other securities of the Company, (B) no securities of the Company Disclosure Letter convertible into or pursuant to the Permitted Activities Documents, as exchangeable for shares of capital stock or securities of the date hereof there are Company, (C) no other ordinary sharesoptions, preferred shares subscriptions, warrants, convertible securities, calls or other Equity Securities rights to acquire from the Company, and no obligation of the Company authorizedto issue, reserved for issuancedeliver or sell, issued any capital stock, securities or outstanding. All of the issued and outstanding Company Shares (x) have been duly authorized and validly issued and allotted and are fully paid; (y) have been offered, sold, transferred and issued in compliance with applicable Law; and (z) are free and clear of any Liens. (b) The Company has not issued, granted, and is not otherwise bound by or subject to any outstanding subscriptions, options, warrants, rights or other securities (including debt securities) convertible, exercisable convertible into or exchangeable for Company Ordinary Shares, any other commitments, calls, conversion rights, rights of exchange capital stock or privilege (whether pre-emptive, contractual or by matter of Law), plans or other agreements of any character providing for the issuance of additional shares, the sale of treasury shares or other equity interests, or for the repurchase or redemption of shares or other equity interests of the Company or the value of which is determined by reference to shares or other equity interests securities of the Company, and (D) no equity equivalents, performance shares, interests in the ownership or earnings of the Company or other similar rights issued by the Company (the items referred to in clauses (A)(D) are referred to herein as "Company Securities"). As of the date hereof, (i) there are no voting trusts, proxies or agreements outstanding obligations of any kind which may obligate the Company to issue, purchase, register for salerepurchase, redeem or otherwise acquire any Company Ordinary SharesSecurities, (ii) no agreement, other document or other obligation that grants or imposes on any Company Securities any right, preference, privilege or restriction with respect to the transactions contemplated hereby, including, without limitation, any rights of first refusal, (iii) there are no bonds, debentures, notes or other indebtedness having general voting rights (or convertible into securities having such rights) of the Company issued and outstanding and (iv) the Company is not a party or bound to, and to the Company's knowledge there are no other, voting agreements, lock-up agreements or similar agreements or arrangements restricting or affecting outstanding Company Securities. (b) All issued and outstanding warrants, options and other rights to acquire Company Securities will, as of or prior to the Effective Time, be substituted for such alternative consideration as the Board of Directors of the Company may in good faith determine to be equitable under the circumstances surrounding the Acquisition and will require in connection therewith the surrender of all awards to acquire Company Securities as of the Effective Time. No holder of any such warrant, option or other right shall be entitled to receive consideration in the form of Company Securities from the Company by virtue of the Acquisition.

Capitalization of the Company. (a) As of the date of this Agreement, the issued and outstanding share authorized capital stock of the Company consists of 325,332 200,000,000 shares of Company Ordinary Shares. Set forth in Section 5.6 Common Stock, of which 136,026,283 shares are issued and outstanding as of the date of this Agreement, and there are no other authorized equity interests of the Company Disclosure Letter is that are issued and outstanding. The Company has provided to Acquiror a true, correct and complete list of each legal owner of Company Ordinary Shares or other Equity Securities capitalization table of the Company and the number of Company Ordinary Shares or other Equity Securities held by each such holder as of the date hereof. Except as set forth in Section 5.6 , including, for each holder of Company Common Stock, the number of Company Disclosure Letter or pursuant to the Permitted Activities Documents, as of the date hereof there are no other ordinary shares, preferred shares or other Equity Securities of the Company authorized, reserved for issuance, issued or outstandingCommon Stock held by such holder. All of the issued and outstanding shares of Company Shares Common Stock (xi) have been duly authorized and validly issued and allotted and are fully paidpaid and non-assessable; (yii) have been offered, sold, transferred sold and issued in compliance with applicable Law, including federal and state securities Laws, and all requirements set forth in (1) the Governing Documents of the Company and (2) any other applicable Contracts governing the issuance of such securities; (iii) are not subject to, nor have they been issued in violation of, any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of any applicable Law, the Governing Documents of the Company or any Contract to which the Company or any of its Subsidiaries is a party or otherwise bound; and (ziv) are free and clear of any Liens. All shares of Company Common Stock are uncertificated, book-entry shares. (b) As of the date of this Agreement, warrants to purchase 873,618 shares of Company Common Stock are authorized, all of which are issued and outstanding as of the date of this Agreement (the “Company Warrants”). Section 4.6(b) of the Company Disclosure Letter sets forth a true, correct and complete list of all holders of Company Warrants as of the date of this Agreement, including the number of shares of Company Common Stock covered by such Company Warrant, the date of issuance, the cash exercise price per share of such Company Warrant and the applicable expiration date thereof. All outstanding Company Warrants (i) have been duly authorized and validly issued and constitute valid and binding obligations of the Company, enforceable against the Company in accordance with their terms, subject to the Enforceability Exceptions; (ii) have been offered, sold and issued in compliance with applicable Law, including federal and state securities Laws, and all requirements set forth in (1) the Governing Documents of the Company and (2) any other applicable Contracts governing the issuance of such securities; and (iii) are not subject to, nor have they been issued in violation of, any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of any applicable Law, the Governing Documents of the Company or any Contract to which the Company or any of its Subsidiaries is a party or otherwise bound; and (iv) are free and clear of any Liens. (bc) The As of the date of this Agreement, (i) 7,246,772 shares of Company Common Stock are issuable pursuant to outstanding Company RSUs, of which 6,846,600 are vested and 400,172 are unvested, (ii) 40,243,678 shares of Company Restricted Stock are outstanding, of which 360,290 are vested and 39,883,388 are unvested and (iii) 2,753,228 shares of Company Common Stock are available for future issuance pursuant to the Company Incentive Plan. Section 4.6(c) of the Company Disclosure Letter sets forth a true and complete list of each holder of a Company Award as of the date of this Agreement, including the type of Company Award, the number of shares of Company Common Stock subject thereto, vesting schedule, current vested and unvested status, any early-exercise features, the expiration date, and, if applicable, the exercise price thereof. All awards of Company Restricted Stock and Company RSUs are evidenced by award agreements in substantially the forms previously made available to Acquiror, and, except as set forth on Section 4.6(c) of the Company Disclosure Letter, no award of Company Restricted Stock and no Company RSU is subject to terms that are materially different from those set forth in such forms. Each award of Company Restricted Stock and each Company RSU was validly issued and properly approved or ratified by the Company Board (or appropriate committee thereof). (d) Except as otherwise set forth in this Section 4.6 or on Section 4.6(c) of the Company Disclosure Letter or with respect to any Permitted Interim Financing, the Company has not issued, granted, and is not otherwise bound by or subject to granted any outstanding subscriptions, options, stock appreciation rights, warrants, rights or other securities (including debt securities) convertible, exercisable convertible into or exchangeable or exercisable for shares of Company Ordinary SharesCommon Stock, any other commitments, calls, conversion rights, rights of exchange or privilege (whether pre-emptive, contractual or by matter of Law), plans or other agreements of any character providing for the issuance of additional shares or registration rights with respect to any shares, the sale of treasury shares or other equity interests, or for the repurchase or redemption of shares or other equity interests of the Company or other rights the value of which is determined by reference to shares or other equity interests of the Company, and there are no voting trusts, proxies or agreements of any kind which that may obligate the Company to issue, purchase, register for sale, redeem or otherwise acquire any shares of Company Ordinary SharesCommon Stock.

Capitalization of the Company. The Company has authorized (a) As 50,000,000 shares of the date Common Stock, 49,993,987 of this Agreementwhich shares are issued and outstanding, the and (b) 1,000,000 shares of Preferred Stock of which 72,000 shares of Series A Preferred Stock have been authorized but none of which is issued and outstanding share capital of (together with the Company consists of 325,332 Company Ordinary Shares. Set forth in Section 5.6 of Common Stock, the Company Disclosure Letter is a true, correct and complete list of each legal owner of Company Ordinary Shares or other Equity Securities of the Company and the number of Company Ordinary Shares or other Equity Securities held by each such holder as of the date hereof. Except as set forth in Section 5.6 of the Company Disclosure Letter or pursuant to the Permitted Activities Documents, as of the date hereof there are no other ordinary shares, preferred shares or other Equity Securities of the Company authorized, reserved for issuance, issued or outstanding“Capital Stock”). All of the issued and outstanding Company Shares (x) have been shares of the Capital Stock are duly authorized and authorized, validly issued and allotted and are issued, fully paid; (y) have been offered, sold, transferred non-assessable and issued free of preemptive rights. Except as set forth in compliance with applicable Law; and (z) are free and clear of any Liens. (b) The Company has not issued, granted, and is not otherwise bound by or subject to any outstanding subscriptions, options, warrants, rights or other securities (including debt securities) convertible, exercisable or exchangeable for Company Ordinary Shares, any other commitments, calls, conversion rights, rights of exchange or privilege (whether pre-emptive, contractual or by matter of Law), plans or other agreements of any character providing for the issuance of additional sharesDisclosure Schedule, the sale of treasury shares Transaction Documents or other equity interests, or for the repurchase or redemption of shares or other equity interests SEC Documents (a) there are no outstanding obligations of the Company or the value of which is determined by reference to shares or other equity interests of the Company, and there are no voting trusts, proxies or agreements of any kind which may obligate the Company to issue, purchase, register for salerepurchase, redeem or otherwise acquire any of its securities, (b) there are no stockholder agreements, voting trusts or other agreements or understandings to which the Company Ordinary Sharesis a party or by which it is bound relating to the voting or registration of any shares of Capital Stock, (c) there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, any shares of capital stock of the Company or any of its subsidiaries, (d) there are no contracts, commitments, understandings or arrangements by which the Company or any of its subsidiaries is or may become bound to issue additional shares of capital stock of the Company or any of its subsidiaries or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, any shares of capital stock of the Company or any of its subsidiaries, (e) there are no outstanding debt securities, (f) there are no agreements or arrangements under which the Company or any of its subsidiaries is obligated to register the sale of any of their securities under the Securities Act, (g) there are no outstanding registration statements or comment letters from the SEC or any other regulatory agency and (h)there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Preferred Stock as described in this Agreement.

Capitalization of the Company. (a) As Of the authorized capital stock of the date Company, on April 18, 2008 (and before the closing of this AgreementOffering), the issued there were outstanding 35,389,504 shares of Common Stock, options to purchase an aggregate of 5,360,965 shares of Common Stock, and outstanding share capital warrants to purchase an aggregate of the Company consists 10shares of 325,332 Company Ordinary Shares. Set forth in Section 5.6 of the Company Disclosure Letter is a true, correct and complete list of each legal owner of Company Ordinary Shares or other Equity Securities of the Company and the number of Company Ordinary Shares or other Equity Securities held by each such holder as of the date hereofCommon Stock. Except as set forth in Section 5.6 a result of the Company Disclosure Letter or pursuant to the Permitted Activities Documents, as purchase and sale of the date hereof Shares or as disclosed in the SEC Reports, there are no other ordinary sharesadditional outstanding options, preferred warrants, script rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities, rights or obligations convertible into or exchangeable for, or giving any person any right to subscribe for or acquire from the Company, any shares of Common Stock, or contracts, commitments, understandings or arrangements by which the Company is or may become bound to issue additional shares of Common Stock, or securities or rights convertible or exchangeable into shares of Common Stock. Except as described herein, the issuance and sale of the Shares will not obligate the Company to issue shares of Common Stock or other Equity Securities securities to any person (other than the Subscriber) and will not result in a right of any holder of Company securities to adjust the exercise, conversion, exchange or reset price under such securities. The shares of the Company authorized, reserved for issuance, issued Company’s capital stock outstanding immediately prior to the closing are or outstanding. All of the issued and outstanding Company Shares (x) have been will be duly authorized and validly issued and allotted are or will be fully paid and are fully paid; (y) have been offered, sold, transferred and issued in compliance with applicable Law; and (z) are free and clear nonassessable. None of any Liens. (b) The Company has not issued, granted, and is not otherwise bound by the outstanding shares of Common Stock or subject to any outstanding subscriptions, options, warrants, or rights or other securities (including debt securities) convertible, exercisable or exchangeable for Company Ordinary Shares, any other commitments, calls, conversion rights, entitling the holders to acquire Common Stock has been issued in violation of the preemptive rights of exchange or privilege (whether pre-emptive, contractual or by matter of Law), plans or other agreements of any character providing for the issuance of additional shares, the sale of treasury shares or other equity interests, or for the repurchase or redemption of shares or other equity interests of the Company or the value of which is determined by reference to shares or other equity interests security holder of the Company. No holder of any of the Company’s securities has any rights, “demand,” “piggy-back” or otherwise, to have such securities registered by reason of the intention to file, filing or effectiveness of the Registration Statement (as defined below), except as described in the SEC Reports. The Common Stock to be issued to the Subscriber has been duly authorized, and there are no voting trustswhen issued and paid for in accordance with this Subscription Agreement, proxies or agreements of any kind which may obligate the Common Stock will be duly and validly issued, fully paid and non-assessable. The Common Stock is eligible for quotation on the OTC Bulletin Board, the Company to issueand the Common Stock meets the criteria for continued quotation and trading on the OTC Bulletin Board, purchasethe Company has not received any notice from FINRA or any other self-regulatory organization or governmental agency that the Company may not be in compliance with such criteria, register for sale, redeem or otherwise acquire any Company Ordinary Sharesand no suspension of trading in the Common Stock is in effect.

Capitalization of the Company. (a) As The authorized and issued and outstanding shares of Capital Stock of the date Company is as set forth on SECTION 3.2(A) of this Agreement, the Seller Disclosure Schedule. All of the issued and outstanding share capital shares of Capital Stock of the Company consists have been duly authorized, validly issued, fully paid, nonassessable and free of 325,332 Company Ordinary Sharesall preemptive rights. Set forth in Section 5.6 Seller owns beneficially, and of record, all of the Company Disclosure Letter is a trueShares, correct free and complete list clear of each legal owner of Company Ordinary Shares or other Equity Securities of the Company and the number of Company Ordinary Shares or other Equity Securities held by each such holder as of the date hereof. all Liens. (b) Except as set forth in Section 5.6 on SECTION 3.2(B) of the Company Seller Disclosure Letter or pursuant to the Permitted Activities DocumentsSchedule, as of the date hereof there are outstanding: (i) no other ordinary shares, preferred shares of Capital Stock or other Equity Securities voting securities of the Company; (ii) no securities of the Company authorizedconvertible into or exchangeable or exercisable for shares of Capital Stock or other securities of the Company; (iii) no options, reserved warrants, phantom stock, preemptive or other rights to acquire from the Company, and no obligations of the Company to issue any Capital Stock, voting securities or securities convertible into or exchangeable or exercisable for issuanceshares of Capital Stock or other securities of the Company; and (iv) no equity equivalent interests in the ownership or earnings of the Company or other similar rights (collectively, issued "COMPANY SECURITIES"). Except as set forth in SECTION 3.2(B) of the Seller Disclosure Schedule, there are no (x) outstanding rights or outstandingobligations of the Company to repurchase, redeem or otherwise acquire any Company Securities or (y) 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 the Company. All of the issued and outstanding shares of Capital Stock of the Company Shares (x) have been duly authorized and validly issued and allotted and are fully paid; (y) have been offered, sold, transferred and were issued in compliance with applicable Law; and (z) are free and clear of any LiensApplicable Laws. (b) The Company has not issued, granted, and is not otherwise bound by or subject to any outstanding subscriptions, options, warrants, rights or other securities (including debt securities) convertible, exercisable or exchangeable for Company Ordinary Shares, any other commitments, calls, conversion rights, rights of exchange or privilege (whether pre-emptive, contractual or by matter of Law), plans or other agreements of any character providing for the issuance of additional shares, the sale of treasury shares or other equity interests, or for the repurchase or redemption of shares or other equity interests of the Company or the value of which is determined by reference to shares or other equity interests of the Company, and there are no voting trusts, proxies or agreements of any kind which may obligate the Company to issue, purchase, register for sale, redeem or otherwise acquire any Company Ordinary Shares.

Capitalization of the Company. (a) As After giving effect to the issuance and sale of the date of Preferred Stock (all 4,000,000 shares) and Common Stock pursuant to the Asset Purchase Agreement and this Agreement, the authorized capital stock of the Company will consist of 4,000,000 shares of Series A Preferred Stock, $.01 par value, all of which will be issued and outstanding share capital and owned of record by the Purchasers, and 6,000,000 shares of Common Stock, of which 399,835 shares will be issued and outstanding and owned of record and, to the knowledge of the Company consists of 325,332 Company Ordinary Shares. Set forth in Section 5.6 of the Company Disclosure Letter is a trueCompany, correct and complete list of each legal owner of Company Ordinary Shares or other Equity Securities of the Company and the number of Company Ordinary Shares or other Equity Securities held by each such holder as of the date hereof. Except beneficially as set forth in Section 5.6 Exhibit 5B, and a sufficient number of shares of Common Stock will be reserved for issuance upon conversion of the Company Disclosure Letter or pursuant to Preferred Stock. When issued as contemplated by this Agreement, the Permitted Activities Documents, as of the date hereof there are no other ordinary shares, preferred shares or other Equity Securities of the Company authorized, reserved for issuance, issued or outstanding. All of the issued and outstanding Company Shares (x) have been Preferred Stock will be duly authorized and validly issued and allotted fully paid and non-assessable: Shares of Common Stock issued upon conversion of shares of Preferred Stock, when issued, will be duly and validly issued and fully paid and non-assessable. Except for the right of holders of shares of Preferred Stock to convert such shares into shares of Common Stock and except for options granted under the Company's 1994 Stock Option Plan, there are fully paid; (y) have been offeredno existing options, soldputs, transferred and issued in compliance with applicable Law; and (z) are free and clear calls, warrants, conversion privileges, exchange rights, pledges, Liens, repurchase or redemption rights, profit participation or stock appreciation rights, transfer restrictions or commitments of any Liens. (b) The character relating to any issued or unissued shares of capital stock of the Company. There are no preemptive or other preferential rights applicable to the issuance and sale of the Company's capital stock. Except for the rights of the Purchasers in the Registration Agreement, the Company has not issued, granted, and is not otherwise bound by or subject granted registration rights under the Securities Act with respect to any outstanding subscriptions, options, warrants, rights or other securities (including debt securities) convertible, exercisable or exchangeable for Company Ordinary Shares, any other commitments, calls, conversion rights, rights of exchange or privilege (whether pre-emptive, contractual or by matter of Law), plans or other agreements of any character providing for the issuance of additional shares, the sale of treasury shares or other equity interests, or for the repurchase or redemption of shares or other equity interests of the Company or the value of which is determined by reference to shares or other equity interests of the Company, and there are no voting trusts, proxies or agreements of any kind which may obligate the Company to issue, purchase, register for sale, redeem or otherwise acquire any Company Ordinary Shares.

Capitalization of the Company. The Company has authorized (a) As 200,000,000 shares of the date Common Stock, 121,141,392 of this Agreementwhich shares are issued and outstanding, the and (b) 4,995,000 shares of series B Preferred Stock, 0 of which are issued and outstanding share capital and (c) 5,000 shares of Series A Preferred Stock, all of which has been issued and subsequently converted to Common Stock (together with the Company consists of 325,332 Company Ordinary Shares. Set forth in Section 5.6 of Common Stock the Company Disclosure Letter is a true, correct and complete list of each legal owner of Company Ordinary Shares or other Equity Securities of the Company and the number of Company Ordinary Shares or other Equity Securities held by each such holder as of the date hereof. Except as set forth in Section 5.6 of the Company Disclosure Letter or pursuant to the Permitted Activities Documents, as of the date hereof there are no other ordinary shares, preferred shares or other Equity Securities of the Company authorized, reserved for issuance, issued or outstanding“Capital Stock”). All of the issued and outstanding Company Shares (x) have been shares of the Capital Stock are duly authorized and authorized, validly issued and allotted and are issued, fully paid; (y) have been offered, soldnon-assessable and, transferred and issued in compliance with applicable Law; and (z) are free and clear of any Liens. (b) The Company has not issued, granted, and is not otherwise bound by or subject to any outstanding subscriptions, options, warrants, rights or other securities (including debt securities) convertible, exercisable or exchangeable for Company Ordinary Shares, any other commitments, calls, conversion rights, rights of exchange or privilege (whether pre-emptive, contractual or by matter of Law), plans or other agreements of any character providing except for the issuance Series B Stock, free of additional shares, the sale of treasury shares or other equity interests, or for the repurchase or redemption of shares or other equity interests preemptive rights. There are no outstanding obligations of the Company or the value of which is determined by reference to shares or other equity interests of the Company, and there are no voting trusts, proxies or agreements of any kind which may obligate the Company to issue, purchase, register for salerepurchase, redeem or otherwise acquire any of its securities excluding the Investors. There are no stockholder agreements, voting trusts or other agreements or understandings to which the Company Ordinary Sharesis a party or by which it is bound relating to the voting or registration of any shares of Capital Stock. As of the date hereof, (i) there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, any shares of capital stock of the Company or any of its subsidiaries, or contracts, commitments, understandings or arrangements by which the Company or any of its subsidiaries is or may become bound to issue additional shares of capital stock of the Company or any of its subsidiaries or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, any shares of capital stock of the Company or any of its subsidiaries, (ii) there are no outstanding debt securities, (iii) there are no agreements or arrangements under which the Company or any of its subsidiaries is obligated to register the sale of any of their securities under the Securities Act, and (iv) there are no outstanding registration statements and there are no outstanding comment letters from the Commission or any other regulatory agency. There are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Preferred Stock as described in this Agreement.

Capitalization of the Company. As of the date hereof and as of the Closing Effective Date, the entire issued and outstanding shares of capital stock of the Company consists of 125 shares of Common Stock. All of the outstanding shares of capital stock of the Company have been duly authorized, validly issued, and are fully paid and non-assessable. The Company has not violated any preemptive or other similar rights of any Person in connection with the issuance or redemption of any of its equity interests. The Company holds no shares of its respective capital stock in its treasuries. The Shares represent all of the issued and outstanding shares of capital stock of the Company. The Company has delivered to the Buyer true, accurate and complete copies of the stock ledger of the Company which reflects all issuances, transfers, repurchases and cancellations of shares of its capital stock. All of the outstanding equity interests in each of the Company’s Subsidiaries are validly issued, fully paid and non-assessable. The Company is the beneficial owner and the record owner of all of the equity interests in the Company’s Subsidiaries and holds such equity interests free and clear of all Encumbrances except as are imposed by applicable securities laws. The Company does not own, directly or indirectly, any membership interests, partnership interests or voting securities of, or other equity interests in, or any interest convertible into or exchangeable or exercisable for, any membership interests, partnership interests or voting securities of, or other equity interests in, any firm, corporation, partnership, company, limited liability company, trust, joint venture, association or other entity. There are no preemptive rights or other similar rights in respect of any equity interests in the Company. To the Company’s Knowledge, except as imposed by applicable securities laws, there are no Encumbrances on, or other contractual obligations relating to, the ownership, transfer or voting of any equity interests in the Company, or otherwise affecting the rights of any holder of the equity interests in the Company. Except for the Contemplated Transactions, there is no contractual obligation, or provision in the organizational documents of the Company which obligates it to purchase, redeem or otherwise acquire, or make any payment (aincluding any dividend or distribution) in respect of, any equity interests in the Company and (d) there are no existing rights with respect to registration under the 1933 Act of any equity interests in the Company. As of the date of this Agreement, the issued and outstanding share capital of the Company consists of 325,332 Company Ordinary Shares. Set forth in Section 5.6 of the Company Disclosure Letter is a true, correct and complete list of each legal owner of Company Ordinary Shares or other Equity Securities of the Company and the number of Company Ordinary Shares or other Equity Securities held by each such holder as of the date hereof. Except as set forth in Section 5.6 of the Company Disclosure Letter or pursuant to the Permitted Activities Documents, as of the date hereof there are no other ordinary shares, preferred shares outstanding or other Equity Securities of the Company authorized, reserved for issuance, issued or outstanding. All of the issued and outstanding Company Shares (x) have been duly authorized and validly issued and allotted and are fully paid; (y) have been offered, sold, transferred and issued in compliance with applicable Law; and (z) are free and clear of any Liens. (b) The Company has not issued, granted, and is not otherwise bound by or subject to any outstanding subscriptions, options, warrants, rights convertible securities or other securities (including debt securities) convertible, exercisable or exchangeable for Company Ordinary Shares, any other commitments, calls, conversion rights, rights of exchange agreements, arrangements or privilege (whether pre-emptive, contractual or by matter of Law), plans or other agreements commitments of any character providing for that have been issued or agreed, or are otherwise known, by the issuance Company relating to any equity ownership interests in the Company. As of additional sharesthe date of this Agreement, the sale of treasury shares there are no outstanding or authorized options, warrants, convertible securities or other equity interestsrights, agreements, arrangements or commitments of any character obligating the Sellers to issue or sell any interest in the Company. As of the Closing Effective Date, there will not be any outstanding or authorized options, warrants, convertible securities, or for the repurchase other rights, agreements, arrangements or redemption commitments of shares or other any character relating to any equity ownership interests of the Company or obligating the value of which is determined by reference Sellers or the Company to shares issue or other equity interests of sell any interest in the Company. The Company does not have any outstanding, and or authorized any, equity appreciation, phantom equity, profit participation or similar rights. To the Company’s Knowledge there are no voting trusts, stockholder agreements, proxies or other agreements or understandings in effect with respect to the voting or transfer of any kind which may obligate of the Company to issue, purchase, register for sale, redeem or otherwise acquire any Company Ordinary Shares.

Capitalization of the Company. (a) As The authorized capital stock of the Company consists of 20,000,000 shares of Company Common Stock, of which 12,556,963 shares are issued and outstanding as of the date of this Agreement, the issued and outstanding share capital of the Company consists of 325,332 Company Ordinary Shares. Set forth in Section 5.6 2.3 of the Company Disclosure Letter is a true, correct and complete list sets forth the number of each legal owner shares of Company Ordinary Shares or other Equity Securities Common Stock held by each of the Company and the number of Company Ordinary Shares or other Equity Securities held by each such holder Stockholders as of the date hereofof this Agreement. Except as set forth in Section 5.6 All outstanding shares of the Company Disclosure Letter or pursuant to the Permitted Activities Documents, as of the date hereof there Common Stock are no other ordinary shares, preferred shares or other Equity Securities of the Company duly authorized, reserved for issuancevalidly issued, issued or outstanding. All of the issued fully paid and outstanding Company Shares (x) have been duly authorized nonassessable and validly issued and allotted and are fully paid; (y) have been offered, sold, transferred and were issued in compliance with all applicable Law; Laws, including pursuant to registration under, or valid exemptions from, federal securities Laws and any applicable state securities (zor blue sky) are free and clear of any LiensLaws. (bA) The No shares of Capital Stock of the Company has not issued, granted, and is not otherwise bound by or are subject to preemptive rights or any other similar rights or any Liens suffered or permitted by the Company; (B) there are no outstanding subscriptions, options, warrants, rights or other securities (including debt securities) convertible, exercisable or exchangeable for Company Ordinary Shares, any other commitments, calls, conversion rights, rights of exchange calls or privilege (whether pre-emptive, contractual or by matter of Law), plans or other agreements commitments of any character providing for whatsoever relating to, or securities or rights convertible into or exercisable for, any shares of Capital Stock of the issuance of additional sharesCompany, the sale of treasury shares or agreements or other equity interests, arrangements by which the Company is or for the repurchase or redemption may become bound to issue additional shares of shares or other equity interests Capital Stock of the Company or options, rights, calls or commitments of any character whatsoever relating to, or securities or rights convertible into or exercisable for, any shares of Capital Stock of the value of which is determined by reference to shares Company; (C) there are no agreements or other equity interests arrangements under which the Company is obligated to register the sale of any of its securities under the Securities Act; (D) there are no outstanding securities or instruments of the Company that contain any redemption or similar provisions, and there are no agreements or other arrangements by which the Company is or may become bound to redeem a security of the Company, and there are no voting trustsother stockholder agreements or similar agreements to which the Company, proxies or, to the knowledge of the Company, any holder of Capital Stock of the Company is a party, including any agreement that provides the Company with the right to require that any stockholder of the Company sign any lock-up agreement to be effective after the Merger other than as contemplated by Section 5.1(j); (E) the Company does not have any stock appreciation rights or “phantom stock” plans or agreements or any similar plan or agreement; and (F) to the Company’s knowledge, no officer or director of the Company or beneficial owner of any kind which may obligate outstanding shares of Company Common Stock has pledged shares of Company Common Stock in connection with a margin account or other loan secured by such Company Common Stock. There is no voting trust, agreement or arrangement among any of the record or beneficial holders of Company to issue, purchase, register for sale, redeem Common Stock affecting the nomination or otherwise acquire any election of directors or the exercise of the voting rights of Company Ordinary Shares.Common Stock

Capitalization of the Company. (a) As The authorized, issued and outstanding shares of all classes of capital stock of the date Company is set forth in Schedule 3.3 hereto. Upon issuance, the Shares will constitute 51.0% of the aggregate voting power of all the issued and outstanding voting securities of the Company on a fully diluted basis (i.e., after giving effect to the exercise of all options, warrants, or similar rights to acquire shares of Common Stock, other than the Note). The Shares have been duly authorized for issuance and sale to Spotless pursuant to the terms of this Agreement, and, upon payment of the Purchase Price and delivery of the certificates representing the Shares, the Shares will be validly issued and outstanding share capital fully paid and nonassessable. The issuance of the Company consists of 325,332 Company Ordinary Shares. Set forth in Section 5.6 of the Company Disclosure Letter Shares is a true, correct and complete list of each legal owner of Company Ordinary Shares not subject to any preemptive or other Equity Securities of the Company and the number of Company Ordinary Shares or other Equity Securities held by each such holder as of the date hereofsimilar rights. Except as set forth in Section 5.6 Schedule 3.3, the shares of Common Stock or Series B Preferred to be issued upon conversion of the Company Disclosure Letter or pursuant to the Permitted Activities DocumentsNote, as the case may be, and the shares of Common Stock to be issued upon conversion of the date hereof there are no other ordinary sharesSeries B Preferred will be, preferred shares or other Equity Securities of the Company upon any such conversion, duly authorized, reserved for issuancevalidly issued, issued or outstandingfully paid and nonassessable. All of the issued and outstanding shares of capital stock of the Company Shares are duly authorized, validly issued, full paid and nonassessable. Except as disclosed in Schedule 3.3 hereto, there are no agreements, arrangements or understandings (x) have been duly authorized and validly issued and allotted and are fully paid; (y) have been offeredincluding, soldwithout limitation, transferred and issued in compliance with applicable Law; and (z) are free and clear options or warrants), to which the Company is a party, or by which the Company is bound relating to the issuance, acquisition or disposition of any Liens. (b) The shares of capital stock of the Company has not issued, grantedor any interest therein, and there are no agreements, arrangements or understandings to which the Company is not otherwise bound by or subject to any outstanding subscriptions, options, warrants, rights or other securities (including debt securities) convertible, exercisable or exchangeable for Company Ordinary Shares, any other commitments, calls, conversion rights, rights of exchange or privilege (whether pre-emptive, contractual a party or by matter of Law), plans or other agreements of any character providing for the issuance of additional shares, the sale of treasury shares or other equity interests, or for which it is bound relating to the repurchase or redemption of any shares of its capital stock. Except for the options, warrants and other rights listed on Schedule 3.3 hereto, there are no outstanding options, warrants or other equity interests of the Company rights to subscribe for or the value of which is determined by reference to purchase, or securities convertible into or exchangeable for, shares or other equity interests of the Company's capital stock, and there are no voting trustsagreements, proxies arrangements or agreements of any kind understandings to which may obligate the Company is a party or by which it is bound pursuant to issue, purchase, register for sale, redeem which the Company is or otherwise acquire any Company Ordinary Sharesmay be required to issue or sell additional shares of its capital stock.

Capitalization of the Company. (a) As The authorized capital stock of the date Company is set forth in Section 3.5(a) of this Agreement, the Seller’s Disclosure Letter hereto and conforms to the information entered into the Company’s stock ledger. The Shares constitute all the issued and outstanding share capital of the Company consists of 325,332 Company Ordinary Shares. Set forth in Section 5.6 of the Company Disclosure Letter is a true, correct and complete list of each legal owner of Company Ordinary Shares or other Equity Securities equity interests of the Company and are represented by stock certificates validly issued by the number of Company Ordinary Company. The Shares or other Equity Securities held by each such holder as of the date hereof. Except as set forth in Section 5.6 of the Company Disclosure Letter or pursuant to the Permitted Activities Documents, as of the date hereof there are no other ordinary shares, preferred shares or other Equity Securities of the Company authorized, reserved for issuance, issued or outstanding. All of the issued and outstanding Company Shares (x) have been duly authorized and validly issued and allotted subscribed and are fully paid; (y) have been offeredpaid and are non-assessable, soldand are not subject to, transferred and were not issued in compliance with applicable Law; and (z) are free and clear violation of any Liens. (b) The Company has not issued, granted, and is not otherwise bound by or subject to any outstanding subscriptions, options, warrants, preemptive rights or other securities (including debt securities) convertible, exercisable or exchangeable similar rights. Except for Company Ordinary the Shares, any other commitments, calls, conversion rights, rights no shares of exchange or privilege (whether pre-emptive, contractual or by matter of Law), plans or other agreements of any character providing for the issuance of additional shares, the sale of treasury shares or other equity interests, or for the repurchase or redemption of shares capital stock or other equity interests of the Company are issued, reserved for issuance or the value of which is determined by reference to shares or other equity interests outstanding. None of the Company, and there are no voting trustsany Shareholder nor the Seller is a party to any outstanding or authorized option, proxies or agreements warrant, right (including any preemptive right), subscription, claim of any kind character, agreement, obligation, convertible or exchangeable securities, or other commitments contingent or otherwise, relating to the capital stock or other equity or voting interests in the Company, pursuant to which may obligate a Shareholder, the Seller or the Company is or may become obligated to issue, purchasedeliver or sell or cause to be issued, register delivered or sold, shares of capital stock of or other equity or voting interests in, the Company or any securities convertible into, exchangeable for, or evidencing the right to subscribe for saleor acquire, redeem any shares of the capital stock of or otherwise other equity or voting interests in the Company. There are no outstanding or authorized (i) stock appreciation, phantom stock, profit participation or similar rights with respect to the capital stock of, or other equity or voting interests in the Company, (ii) dividends payable by the Company or (iii) bonds, debentures, notes or other indebtedness the holders of which have the right to vote (or convertible into, exchangeable for, or evidencing the right to subscribe for or acquire securities having the right to vote) with the stockholders of the Company on any Company Ordinary Sharesmatter, other than those set forth in Section 3.5 of the Seller’s Disclosure Letter. There are no irrevocable proxies and no voting agreements with respect to any capital stock of, or other equity or voting interests in, the Company.

Capitalization of the Company. (a) As The authorized capital stock of the date company consists of this Agreement200,000,000 shares of common stock, par value $0.01 per share, of which 33,517,995 are issued (corresponding to 33,345,993 outstanding shares and 172,002 treasury shares), and 20,000,000 shares of preferred stock, par value $0.01 per share, none of which are issued and outstanding. The Shares, together with the Director Shares, represent all of the Equity Interests in the Company that are issued and outstanding share capital of the Company consists of 325,332 Company Ordinary Shares. Set forth in Section 5.6 of the Company Disclosure Letter is a true, correct and complete list of each legal owner of Company Ordinary Shares or other Equity Securities of the Company and the number of Company Ordinary Shares or other Equity Securities held by each such holder as of on the date hereof. Except as set forth in Section 5.6 of the Company Disclosure Letter or pursuant The Shares have been (or, to the Permitted Activities Documentsextent issued after the date hereof, will be as of the date hereof there are no other ordinary shares, preferred shares or other Equity Securities of the Company authorized, reserved for issuance, issued or outstanding. All of the issued and outstanding Company Shares (xClosing Date) have been duly authorized and validly issued and allotted issued, and are (or, to the extent issued after the date hereof, will be as of the Closing Date) fully paid; (y) have been offered, soldnonassessable, transferred and issued in compliance with applicable Law; owned beneficially and (z) are of record by Seller free and clear of any Liens. Encumbrances. There are (b) The Company has not issued, granted, and is not otherwise bound by or subject to any outstanding subscriptions, options, warrants, rights or other securities (including debt securities) convertible, exercisable or exchangeable for Company Ordinary Shares, any other commitments, calls, conversion rights, rights of exchange or privilege (whether pre-emptive, contractual or by matter of Law), plans or other agreements of any character providing for the issuance of additional shares, the sale of treasury shares or other equity interests, or for the repurchase or redemption of shares or other equity interests as of the Company or the value of which is determined by reference to shares or other equity interests of the CompanyClosing Date, and there are shall be) no voting trusts, proxies or other agreements or understandings with respect to the voting or transfer of any kind which may obligate of the Shares. None of the Shares was issued in violation of, and are not subject to, any preemptive rights. None of the Shares was issued in violation of any Law. (b) There are no (i) options, warrants, convertible securities or other rights, agreements, arrangements or commitments of any character relating to the capital stock of the Company or obligating Seller or the Company to issueissue or sell any shares of capital stock of, purchaseor any other interest in, register the Company, (ii) bonds, debentures, notes or other obligations the holders of which have the right to vote (or which are convertible into or exercisable for salesecurities having the right to vote) with the holders of any Equity Interest of the Company on any matter or (iii) “phantom” equity rights, redeem profits interest, performance equity rights, profit participations or otherwise acquire other similar agreements or commitments that give any Company Ordinary SharesPerson the right to receive any benefit or rights similar to any rights enjoyed by or accruing to the holder of any Equity Interest in the Company.

Capitalization of the Company. (a) As of the date of this Agreement, the issued and outstanding share capital of the Company consists of 325,332 Company Ordinary Shares. Set forth in Section 5.6 Schedule 4.3(a) of the Company Disclosure Letter is a truesets forth, correct and complete list of each legal owner of Company Ordinary Shares or other Equity Securities of the Company and the number of Company Ordinary Shares or other Equity Securities held by each such holder as of the date hereof, (i) the authorized share capital of the Company, (ii) the number, class and series of Company Shares owned by each holder of Company Shares, together with the name of each registered holder thereof, (iii) a list of all holders of outstanding Company Options, including the number of Company Shares subject to each such Company Option, the grant date, and exercise price for such Company Option, the extent to which such Company Option is vested and exercisable and the date on which such Company Option expires. Except as set forth disclosed on Schedule 4.3(a)(iv) of the Company Disclosure Letter, each Company Option (A) has been granted in compliance with all applicable Legal Requirements and (B) is, and at all times has been, exempt from Section 5.6 409A of the Code. (b) Except for currently outstanding Company Options which have been granted to current or former employees, consultants or directors pursuant to the Company Share Plan, a reservation of Company Shares for direct issuances or purchases upon exercise of Company Options under the Company Share Plan or as disclosed on Schedule 4.3(a) of the Company Disclosure Letter, (i) no subscription, warrant, option, convertible or exchangeable security, or other right (contingent or otherwise) to purchase or otherwise acquire equity securities of the Company or any of its Subsidiaries is authorized or outstanding, and (ii) there is no commitment by the Company or its Subsidiaries to issue shares, subscriptions, warrants, options, convertible or exchangeable securities, or other similar equity rights, to distribute to holders of their respective equity securities any evidence of indebtedness, to repurchase or redeem any securities of the Company or its Subsidiaries or to grant, extend, accelerate the vesting of, change the price of, or otherwise amend any warrant, option, convertible or exchangeable security. As of the date hereof, there are no declared or accrued unpaid dividends with respect to any Company Shares. (c) Except as disclosed on Schedule 4.3(c) of the Company Disclosure Letter, all issued and outstanding Company Shares are, and all Company Shares which may be issued pursuant to the exercise of Company Options, when issued in accordance with the terms of the Company Options, will be, (i) duly authorized, validly issued, fully paid and non-assessable and (ii) not subject to any preemptive rights created by statute, the Company’s Governing Documents or any agreement to which the Company is a party. All issued and outstanding Company Shares and Company Options were issued in compliance with applicable Legal Requirements. (d) No outstanding Company Shares are subject to vesting or forfeiture rights or repurchase by a Group Company. There are no outstanding or authorized stock appreciation, dividend equivalent, phantom stock, profit participation or other similar rights issued by any Group Company. (e) All distributions, dividends, repurchases and redemptions in respect of the share capital (or other equity interests) of the Company were undertaken in compliance with the Company’s Governing Documents then in effect, any agreement to which the Company then was a party and in all material respects in compliance with applicable Legal Requirements. (f) Except as disclosed on Schedule 4.3(e) of the Company Disclosure Letter or pursuant to as set forth in the Permitted Activities DocumentsCompany’s Governing Documents or in connection with the Transactions, as of the date hereof there are no other ordinary sharesregistration rights, preferred shares and there is no voting trust, proxy, rights plan, anti-takeover plan or other Equity Securities agreements or understandings, to which any Group Company is a party or by which any Group Company is bound with respect to any ownership interests of the applicable Group Company. (g) Except as disclosed on Schedule 4.3(g) of the Company authorizedDisclosure Letter, reserved as provided for issuancein this Agreement or as contemplated by the Transaction, issued or outstanding. All immediately following the consummation of the issued and outstanding Company Shares (x) have been duly authorized and validly issued and allotted and are fully paid; (y) have been offeredTransactions, soldno shares, transferred and issued in compliance with applicable Law; and (z) are free and clear shares of any Liens. (b) The Company has not issued, granted, and is not otherwise bound by or subject to any outstanding subscriptions, optionscapital stock, warrants, rights options or other securities (including debt securities) convertibleof any Group Company will be issued and no rights in connection with any shares, exercisable warrants, options or exchangeable for other securities of any Group Company Ordinary Shares, any other commitments, calls, conversion rights, rights of exchange will accelerate or privilege otherwise become triggered (whether pre-emptiveas to vesting, contractual exercisability, convertibility or by matter of Lawotherwise), plans or other agreements of any character providing for the issuance of additional shares, the sale of treasury shares or other equity interests, or for the repurchase or redemption of shares or other equity interests of the Company or the value of which is determined by reference to shares or other equity interests of the Company, and there are no voting trusts, proxies or agreements of any kind which may obligate the Company to issue, purchase, register for sale, redeem or otherwise acquire any Company Ordinary Shares.

Capitalization of the Company. (a) As of the date of this Agreementhereof, the issued and outstanding share authorized capital of the Company consists of 325,332 Company Ordinary Shares20,000 shares of Common Stock. Set forth in Section 5.6 of the Company Disclosure Letter is a true, correct and complete list of each legal owner of Company Ordinary Shares or other Equity Securities of the Company and the number of Company Ordinary Shares or other Equity Securities held by each such holder as As of the date hereof, there are 8,230 shares of Common Stock issued and outstanding. Except as set forth in Section 5.6 After giving effect to the Restructuring, the authorized capital of the Company Disclosure Letter or pursuant to the Permitted Activities Documentswill consist of 19,000 shares of Common Stock, 1 share of Class A Special Stock, and 1 share of Class B Special Stock, and 998 shares of Preferred Stock, of which 9,406 shares of Common Stock, 1 share of Class A Special Stock, and 1 share of Class B Special Stock will be issued and outstanding as of the date hereof there are no other ordinary shares, preferred shares or other Equity Securities of the Company authorized, reserved for issuance, issued or outstandingClosing. All of the issued and outstanding Company Shares (x) Interests have been duly authorized and validly issued and allotted and are fully paid; (y) have been offeredpaid and nonassessable and not in violation of any purchase option, soldright of first refusal, transferred and issued in compliance with preemptive right, subscription right or any similar right under any provision of the DGCL, any other applicable Law; and (z) , the Company’s Organizational Documents or any Contract to which the Company or any of its Subsidiaries is a party or by which it or its securities are bound. Upon the consummation of the Closing, Parent will be the beneficial owner of the entire capital stock of the Company, free and clear of all Liens other than any Liensrestrictions on sales of securities under applicable securities Laws. No Company Interests are held in the treasury of the Company. (b) The Other than the outstanding Company has not issued, granted, Interests and is not otherwise bound by or subject to any outstanding subscriptions, options, warrants, rights or other securities (including debt securities) convertible, exercisable or exchangeable for Company Ordinary Shares, any other commitments, calls, conversion rights, rights of exchange or privilege (whether pre-emptive, contractual or by matter of Lawexcept as set forth on Schedule 4.6(b), plans neither the Company nor any of its Subsidiaries has any (i) outstanding Equity Interests, (ii) other commitments or other agreements of any character providing for the issuance of additional sharesEquity Interests, the sale of treasury shares or other equity interests, or for the repurchase or redemption of shares any Equity Interests, or other equity interests of the Company or the value of which is determined by reference to shares or other equity interests of the Company, and there are no voting trusts, proxies or (iii) agreements of any kind which that may obligate the Company or any such Subsidiary to issue, purchase, register for sale, redeem or otherwise acquire any Equity Interests of or held by itself or any other Person. Except for this Agreement, the Company Ordinary SharesCertificate and as set forth on Schedule 4.6(b), neither the Company nor any of its Subsidiaries is party to (and, to the knowledge of the Company, none of their respective Equity Interests is subject to) any other voting trust, proxy, power-of-attorney or other agreement or understanding with respect to the voting, transfer, exchange or pledge of any Equity Interests. No holder of Indebtedness of the Company has any right to convert or exchange such Indebtedness for any Equity Interests in the Company or any of its Subsidiaries. (c) All of the Company’s and its Subsidiaries’ securities have been granted, offered, sold and issued in material compliance with all applicable securities Laws.

Capitalization of the Company. (a) As of the date of this Agreement, the issued and outstanding share authorized capital stock of the Company consists of 325,332 (i) 1,000,000 shares of Preferred Stock, par value $.01 per share, of which none are issued and outstanding, and (ii) 10,000,000 shares of Common Stock, par value $.01 per share, of which 4,351,386 Shares are issued and outstanding. Except for (i) the rights created pursuant to this Agreement, the Company Ordinary Shares. Set Stock Option Plan and the Company Option Agreement and (ii) as set forth in Section 5.6 1.7 and 2.3 of the Company Disclosure Letter Letter, there are no other options, warrants, calls, rights, commitments or agreements of any character to which the Company is a trueparty or by which it is bound obligating the Company to issue, correct sell, deliver, repurchase or redeem or cause to be issued, sold, delivered, repurchased or redeemed any shares of capital stock of, or equity interests in, the Company. All outstanding Shares are, and complete list all Shares subject to issuance as aforesaid, upon issuance on the terms and conditions specified in the instruments pursuant to which they are issuable, will be, duly authorized, validly issued, fully paid and nonassessable and free of each legal owner preemptive rights or rights of first refusal. None of the Company Ordinary or any of its Subsidiaries is required to redeem, repurchase or otherwise acquire shares of capital stock of the Company or any of its Subsidiaries, respectively, as a result of the transactions contemplated by this Agreement. The Company has no stockholder rights plan or agreement in force providing for the issuance to holders of Shares of rights to purchase or receive stock, cash or other Equity Securities assets upon the acquisition or proposed acquisition of Shares by a Person (a "Rights Plan"), nor has the Company's Board of Directors or stockholders ever adopted a Rights Plan. (b) All of the Company's Subsidiaries are listed in Section 2.3 of the Company Disclosure Letter. Except as set forth in the Company's Annual Report on Form 10-K for the fiscal year ended January 2, 1998 (the "1998 10-K") or Section 2.3 of the Company Disclosure Letter, the Company owns all of the outstanding capital stock of its Subsidiaries, and such stock and all other Company-owned property, whether real or personal, is free and clear of any liens, security interests, pledges, agreements, claims, charges or encumbrances of any nature whatsoever ("Encumbrances"), except for any Encumbrances securing the Company's obligations to BankBoston, N.A. under its line of credit (or any successor line of credit) and any other Encumbrances that are not material to the Company and the number of Company Ordinary Shares or other Equity Securities held by each such holder Subsidiaries taken as of the date hereofa whole. Except as set forth in Section 5.6 2.3 of the Company Disclosure Letter or pursuant to the Permitted Activities DocumentsLetter, as of the date hereof there are no other ordinary shares, preferred shares voting trusts or other Equity Securities agreements or understandings to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries may be bound with respect to the voting of the capital stock of the Company authorizedor any of the Company's Subsidiaries. Except as set forth in Section 2.3 of the Company Disclosure Letter, reserved for issuancethere are no options, issued warrants, calls, rights, commitments, or outstandingagreements of any character to which any of the Company's Subsidiaries is a party or by which any of the Company's Subsidiaries is bound obligating such Subsidiary to issue, sell, deliver, repurchase or redeem, or caused to be issued, sold, delivered, repurchased or redeemed, any shares of capital stock of, or equity interests in, such Subsidiary. All of the issued and outstanding Company Shares (x) have been duly authorized and validly issued and allotted and are fully paid; (y) have been offered, sold, transferred and issued in compliance with applicable Law; and (z) are free and clear capital stock of any Liens. (b) The Company has not issued, granted, and is not otherwise bound by or subject to any outstanding subscriptions, options, warrants, rights or other securities (including debt securities) convertible, exercisable or exchangeable for Company Ordinary Shares, any other commitments, calls, conversion rights, rights of exchange or privilege (whether pre-emptive, contractual or by matter of Law), plans or other agreements of any character providing for the issuance of additional shares, the sale of treasury shares or other equity interests, or for the repurchase or redemption of shares or other equity interests of the Company or the value of which is determined by reference to shares or other equity interests each of the Company's Subsidiaries is duly authorized, validly issued, fully paid and there are no voting trusts, proxies nonassessable and issued free of preemptive rights or agreements rights of any kind which may obligate the Company to issue, purchase, register for sale, redeem or otherwise acquire any Company Ordinary Sharesfirst refusal.

Capitalization of the Company. (a) As of the date of this Agreement, the issued and outstanding share capital of the Company consists of 325,332 Company Ordinary Shares. Set forth in Section 5.6 of the Company Disclosure Letter is a true, correct and complete list of each legal owner of Company Ordinary Shares or other Equity Securities of the Company and the number of Company Ordinary Shares or other Equity Securities held by each such holder as of the date hereof. Except as set forth in Section 5.6 of the Company Disclosure Letter or pursuant to the Permitted Activities Documents, as of the date hereof there are no other ordinary shares, preferred shares or other Equity Securities of the Company authorized, reserved for issuance, issued or outstanding. All The Seller owns all of the issued and outstanding Company Shares Membership Interests, and there are no other equity interests of the Company authorized, issued, outstanding or reserved for issuance. (xb) All issued and outstanding Company Membership Interests (i) have been duly authorized and validly issued, (ii) are not subject to, nor have been issued and allotted and are fully paid; in violation of, any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right, (yiii) have been offered, sold, transferred sold and issued in compliance with applicable Law; Applicable Legal Requirements and the Company’s Governing Documents and (ziv) are free and clear of any all Liens (other than Permitted Liens). (bc) The Company has not issuedExcept in connection with the Transactions, granted, and is not otherwise bound by or subject to any outstanding there are no subscriptions, options, warrants, rights equity securities, partnership interests or other securities (including debt securities) convertible, exercisable or exchangeable for Company Ordinary Shares, any other commitmentssimilar ownership interests, calls, conversion rights (including preemptive rights, rights of exchange or privilege (whether pre-emptive, contractual or by matter of Law), plans commitments or other agreements of any character providing for to which the issuance of additional sharesCompany is a party or by which it is bound obligating the Company to issue, the sale of treasury shares deliver or other equity interestssell, or for cause to be issued, delivered or sold, or repurchase, redeem or otherwise acquire, or cause the repurchase repurchase, redemption or redemption of shares or other equity acquisition of, any ownership interests of the Company or obligating the value Company to grant, extend, accelerate the vesting of which is determined by reference to shares or enter into any such subscription, option, warrant, equity security, call, right, commitment or agreement. There are no stock appreciation, phantom stock, stock-based performance unit, profit participation, restricted stock, restricted stock unit or other equity equity-based compensation award or similar rights with respect to the Company. (d) Except as set forth in the Company’s Governing Documents and in connection with the Transactions, there are no registration rights, and there is no voting trust, proxy, rights plan, anti-takeover plan or other agreements or understandings to which the Company is a party or by which the Company is bound with respect to any ownership interests of the Company. (e) Except as provided for in this Agreement, and there are as a result of the consummation of the Transactions, no voting trustsshares of capital stock, proxies warrants, options or agreements other securities of any kind which may obligate the Company to issueare issuable and no rights in connection with any shares, purchasewarrants, register for sale, redeem options or other securities of the Company accelerate or otherwise acquire any Company Ordinary Sharesbecome triggered (whether as to vesting, exercisability, convertibility or otherwise).

Capitalization of the Company. (a) As of the date of this Agreement, the issued and outstanding authorized share capital of the Company consists of 325,332 Company Ordinary Shares. Set forth in Section 5.6 of the Company Disclosure Letter is a true, correct and complete list of each legal owner 25,000,000 shares of Company Ordinary Shares or other Equity Securities of the Company and the number Common Stock. 8,000,002 shares of Company Ordinary Shares or other Equity Securities held by each such holder as of the date hereof. Except as set forth in Section 5.6 of the Company Disclosure Letter or pursuant to the Permitted Activities DocumentsCommon Stock are issued and outstanding, as of the date hereof and there are no other ordinary shares, preferred shares or other Equity Securities authorized equity interests of the Company authorized, reserved for issuance, that are issued or and outstanding. All of the issued and outstanding shares of Company Shares Common Stock (xi) have been duly authorized and validly issued and allotted and are fully paidpaid and non-assessable; (yii) have been offered, sold, transferred sold and issued in compliance with applicable Law, including federal and state securities Laws, and all requirements set forth in (x) the Governing Documents of the Company and (y) any other applicable Contracts governing the issuance of such securities; (iii) are not subject to, nor have they been issued in violation of, any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of any applicable Law, the Governing Documents of the Company or any Contract to which the Company is a party or otherwise bound; and (ziv) are free and clear of any Liens. (b) The Except as otherwise set forth on Section 4.6(b) of the Company Disclosure Letter, the Company has not issued, granted, and is not otherwise bound by or subject to granted any outstanding subscriptions, options, stock appreciation rights, warrants, rights or other securities (including debt securities) convertible, exercisable convertible into or exchangeable or exercisable for shares of Company Ordinary SharesCommon Stock, any other commitments, calls, conversion rights, rights of exchange or privilege (whether pre-emptive, contractual or by matter of Law), plans or other agreements of any character providing for the issuance of additional shares, the sale of treasury shares or other equity interests, or for the repurchase or redemption of shares or other equity interests of the Company or the value of which is determined by reference to shares or other equity interests of the Company, and there are no voting trusts, proxies or agreements of any kind which may obligate the Company to issue, purchase, register for sale, redeem or otherwise acquire any shares of Company Ordinary SharesCommon Stock. (c) As of the date of this Agreement, (i) Company Options to purchase 800,000 shares of Company Common Stock are outstanding and (ii) Company RSUs relating to 243,307 shares of Company Common Stock are outstanding. The Company has provided to Acquiror, prior to the date of this Agreement, a true and complete list of each individual who, as of the date of this Agreement, holds a Company Award, including the type of Company Award, the number of shares of Company Common Stock subject thereto, vesting schedule and, if applicable, the exercise price and expiration date thereof. All Company Awards are evidenced by award agreements in substantially the forms previously made available to Acquiror, and no Company Award is subject to terms that are materially different from those set forth in such forms. Each Company Award was validly issued and properly approved by the Board of Directors of the Company (or appropriate committee thereof). No Company Option was granted with an exercise price per share that was less than the fair market value of a share of Company Common Stock on the grant date as determined in accordance with Section 409A of the Code. (d) Except for the Existing Credit Agreement and as set forth in Section 4.6(d) of the Company Disclosure Letter, the Company and its Subsidiaries have no outstanding indebtedness for borrowed money (or guarantee thereof) nor do they have any commitment or obligation to incur or guarantee any such indebtedness for borrowed money. There are no off balance sheet financing arrangements to which the Company and its Subsidiaries is a party.

Capitalization of the Company. (a) As of the date of this Agreement, the issued and outstanding share The authorized capital stock of the Company consists of 325,332 Company Ordinary 2,500 shares of common stock, of which 1,000 shares of common stock are issued and outstanding; all of which are owned (beneficially and of record) by the Seller. Except for the Shares. Set forth in Section 5.6 , there are no shares or other securities of the Company Disclosure Letter is a true, correct and complete list of each legal owner of Company Ordinary Shares or other Equity Securities of the Company and the number of Company Ordinary Shares or other Equity Securities held by each such holder as of the date hereof. Except as set forth in Section 5.6 of the Company Disclosure Letter or pursuant to the Permitted Activities Documents, as of the date hereof there are no other ordinary shares, preferred shares or other Equity Securities of the Company authorized, reserved for issuance, issued or outstanding. All of the issued and outstanding Company Shares (x) have been duly authorized authorized, are validly issued, fully paid and validly issued non-assessable and allotted and are fully paid; (y) have been offered, sold, transferred and issued in compliance with applicable Law; and (z) are free and clear of any Liensno personal Liability attaches to the ownership thereof. (b) The Company has not issued, grantedThere are, and is not otherwise bound by or subject to any immediately after consummation of the Closing there will be, no (i) outstanding subscriptionswarrants, options, warrantsagreements, rights convertible securities, performance units or other securities (including debt securities) convertible, exercisable commitments or exchangeable for instruments pursuant to which the Company Ordinary Shares, or the Company Subsidiary is or may become obligated to issue or sell any other commitments, calls, conversion rights, rights of exchange or privilege (whether pre-emptive, contractual or by matter of Law), plans or other agreements of any character providing for the issuance of additional shares, the sale of treasury its shares or other equity interestssecurities, or for the repurchase or redemption of shares or other equity interests (ii) outstanding obligations of the Company or the value of which is determined by reference Company Subsidiary to shares or other equity interests of the Company, and there are no voting trusts, proxies or agreements of any kind which may obligate the Company to issue, purchase, register for salerepurchase, redeem or otherwise acquire outstanding Shares or any securities convertible into or exchangeable for any shares of the Company, (iii) treasury shares of the Company, (iv) issued or outstanding bonds, debentures, notes or other Indebtedness of the Company Ordinary Sharesor the Company Subsidiary having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which shareholders of the Company may vote, (v) preemptive or similar rights to purchase or otherwise acquire shares or other securities of the Company pursuant to any provision of Law, the Company’s Fundamental Documents or any Contract to which the Company or the Company Subsidiary or the Seller is a party, or (vi) Encumbrance (including any right of first refusal, right of first offer, proxy, voting trust, voting agreement or similar arrangement) with respect to the sale or voting of shares or securities of the Company (whether outstanding or issuable). (c) All shares and other securities issued by the Company have been issued in transactions in accordance with all applicable Laws governing the sale and purchase of securities. (d) Upon the consummation of the transactions contemplated by this Agreement, the Purchaser will own all of the issued and outstanding shares of the Company free and clear of all Encumbrances, proxies, voting trusts or agreements or similar restrictions and limitations by reason of Seller’s ownership of such shares.

Capitalization of the Company. (a) As of the date of this Agreement, the issued and outstanding authorized share capital of the Company consists of 325,332 50,000 Company Ordinary Shares, of which 1,000 Company Shares are issued and outstanding as of the date of this Agreement. Set forth in Section 5.6 3.3(a) of the Company Disclosure Letter is a true, correct sets forth the names of the Company Shareholders and complete list of each legal owner the amounts of Company Ordinary Shares or held thereby as of the date hereof. There are no other Equity Securities of the Company and the number of Company Ordinary Shares issued or other Equity Securities held by each such holder outstanding as of the date hereof. Except as set forth in Section 5.6 of the Company Disclosure Letter or pursuant to the Permitted Activities Documents, as of the date hereof there are no other ordinary shares, preferred shares or other Equity Securities of the Company authorized, reserved for issuance, issued or outstandingthis Agreement. All of the issued and outstanding Company Shares (xA) have been duly authorized and validly issued and allotted and are fully paidpaid and non-assessable; (yB) have been offered, sold, transferred sold and issued in compliance with applicable LawLaws, including the Cayman Act and all requirements set forth in (1) the Company Charter and other Organizational Documents of the Company and (2) any other applicable Contracts governing the issuance or allotment of such Company Shares to which the Company is a party or otherwise bound; and (zC) are free and clear not subject to, nor have they been issued in violation of, any Encumbrance, purchase option, call option, right of first refusal, pre-emptive right, subscription right or any similar right under any provision of any Liensapplicable Laws, the Company Charter, any other Organizational Documents of the Company or any other Company Material Contract. (b) The Except as contemplated by this Agreement or the other Transaction Documents, the Company has not issued, granted, and is not otherwise bound by or subject party to any contracts or commitments by which the Company is or may be bound to issue, nor does the Company have any outstanding or authorized subscriptions, options, warrants, rights or other securities (including debt securities) of the Company convertible, exercisable or exchangeable for Company Ordinary Sharesor measured by reference to any Equity Securities of the Company, any other commitments, calls, conversion rights, rights of exchange or privilege (whether pre-emptive, contractual or by matter of Law), plans or other agreements of any character providing for the issuance of additional shares, the sale of treasury shares or the issuance or sale by the Company of other equity interestsEquity Securities of the Company, or for the repurchase or redemption by the Company of shares or other equity interests Equity Securities of the Company or the value of which is determined by reference to shares or other equity interests Equity Securities of the Company, including any equity appreciation rights, participations, phantom equity or similar rights, and there are no voting trusts, proxies or agreements of any kind which may obligate the Company to issue, purchase, register for sale, redeem or otherwise acquire any Company Ordinary SharesShares or other Equity Securities of the Company.

Capitalization of the Company. The total number of shares of capital stock which the Company has the authority to issue is Two Million (a2,000,000), all of which are without par value. Of the authorized shares, a total of One Million Four Hundred Seventy Three Thousand Five Hundred Seventy One and 29/100 (1,473,571.29) As Voting Common Shares are issued and outstanding (collectively, the “Shares,” and each, a “Share”), and the Shares are owned of record by the Stockholders in the respective amounts corresponding to each Stockholder’s name as set forth in Section 4.2(a) of the date Disclosure Letter. After the consummation of this Agreementthe Pre-Closing Transactions, (x) the Seller will be the sole beneficial and record owner of, and will have good and marketable title to, all of the LLC Interests, free and clear of all Liens (other than restrictions on transfer generally included under applicable federal and state securities Laws); and (y) the Stockholders will own beneficially and of record all of the issued and outstanding share capital shares of stock of the Company consists of 325,332 Company Ordinary SharesSeller. Set forth in Section 5.6 After the consummation of the Pre-Closing Transactions, all of the LLC Interests will have been duly authorized and validly issued, will be fully paid and nonassessable, and will have been offered, sold and issued in compliance with (i) the Organizational Documents of the Company, (ii) all applicable federal and state securities Laws and (iii) any rights (including preemptive rights, rights of first refusal and similar rights) of any Person under any provision of applicable Law, the Organizational Documents or any agreement to which the Company Disclosure Letter is a true, correct and complete list of each legal owner of Company Ordinary Shares party or other Equity Securities of by which the Company and the number of Company Ordinary Shares or other Equity Securities held by each such holder as of the date hereofis bound. Except as set forth in Section 5.6 4.2(a) of the Company Disclosure Letter or pursuant to as contemplated by the Permitted Activities Documents, as of the date hereof there are no other ordinary shares, preferred shares or other Equity Securities of the Company authorized, reserved for issuance, issued or outstanding. All of the issued and outstanding Company Shares Pre-Closing Transactions: (xA) have been duly authorized and validly issued and allotted and are fully paid; (y) have been offered, sold, transferred and issued in compliance with applicable Law; and (z) are free and clear of any Liens. (b) The Company has not issued, granted, and is not otherwise bound by or subject to any outstanding subscriptions, options, warrants, rights or other securities (including debt securities) convertible, exercisable or exchangeable for Company Ordinary Shares, any other commitments, calls, conversion rights, rights of exchange or privilege (whether pre-emptive, contractual or by matter of Law), plans or other agreements of any character providing for the issuance of additional shares, the sale of treasury shares or other equity interests, or for the repurchase or redemption of shares or other equity interests of the Company or the value of which is determined by reference to shares or other equity interests of the Company, and there are no voting trusts, proxies or other agreements or understandings with respect to the voting of any kind which may obligate equity of the Company; (B) there does not exist, nor is there outstanding, any right or security granted to, issued to or entered into with any Person to cause the Company to issue, purchasegrant or sell any equity of the Company to any Person (including any warrant, register stock option, call, preemptive right, convertible or exchangeable obligation, subscription for saleshares or securities convertible into or exchangeable for shares or securities of the Company, or any other similar right, security, instrument or agreement) and there is no commitment or agreement to grant or issue any such right or security; (C) there is no obligation, contingent or otherwise, of the Company to: (i) repurchase, redeem or otherwise acquire any share or other equity interests of the Company; or (ii) provide funds to, or make any investment in (in the form of a loan, capital contribution or otherwise), or provide any guarantee with respect to the obligations of any other Person (other than the other Acquired Companies); and (D) there are no bonds, debentures, notes or other indebtedness which have the right to vote (or which are convertible into, or exchangeable for, securities having the right to vote) on any matters on which shareholders (or, after the consummation of the Pre-Closing Transactions, the sole member) of the Company Ordinary Sharesare entitled to vote.

Capitalization of the Company. (a) The authorized limited liability company interests of the Company consist of the Company Units. As of the date of this Agreement, Schedule 4.6 sets forth a complete and correct list of the holders of all the issued and outstanding share capital of Company Units, the Company consists of 325,332 Company Ordinary Shares. Set forth in Section 5.6 of the Company Disclosure Letter is a true, correct and complete list address of each legal owner of Company Ordinary Shares or other Equity Securities of the Company such holder and the number and class of Company Ordinary Shares or other Equity Securities held Units owned of record by each such holder as of the date hereof. Except as set forth in Section 5.6 of the Company Disclosure Letter or pursuant to the Permitted Activities Documents, as of the date hereof there are no other ordinary shares, preferred shares or other Equity Securities of the Company authorized, reserved for issuance, issued or outstandingholder. All of the issued and outstanding Company Shares (x) Units have been duly authorized and validly issued and allotted and are fully paid; (y) have been offeredpaid and nonassessable, sold, transferred and issued in compliance with applicable Law; and (z) are free and clear of all Liens (other than Liens pursuant to applicable securities Laws), and have not been issued in violation of any Liens. (b) preemptive or similar rights. The Company has not issued, granted, and is not otherwise bound by or subject to granted any outstanding subscriptions, options, warrants, “phantom” equity plans, equity appreciation rights, equity-based performance units, other equity-based compensation awards, rights to subscribe to, rights in respect of exchange or conversion for, redemption or purchase rights, calls, contracts or commitments made or entered into by the Company, rights or other securities (including debt securities) convertible, exercisable convertible into or exchangeable or exercisable for Company Ordinary SharesUnits, or any other commitments, calls, conversion rights, rights of exchange commitments or privilege (whether pre-emptive, contractual or by matter of Law), plans or other agreements of any character providing for the issuance of additional shares, the sale of treasury shares or other equity interests, units or for the repurchase or redemption of shares or other equity interests of the Company or the value of which is determined by reference to shares or other equity interests of the CompanyUnits, and there are no voting trusts, proxies or agreements of any kind which may obligate the Company to issue, purchasedeliver or sell, register or cause to be issued, delivered or sold, additional Equity Interests, or options, warrants, rights to subscribe to, purchase rights, anti-dilution rights, rights of first refusal, preemptive rights, registration rights, conversion or exchange rights, calls or commitments relating to Equity Interests of the Company or any of its Subsidiaries. Other than the Company LLC Agreement, there is no (i) voting trust, proxy or other agreement or understanding with respect to the voting of the Equity Interests of the Company and (ii) obligation or commitment restricting the transfer of, or requiring the qualification, registration or sale of, any Equity Interests of the Company. The Company does not have any outstanding bonds, debentures or other obligations or securities the holders of which have the right to vote (or are convertible or exchangeable for salesecurities having the right to vote) with the equityholders of the Company. There are no declared but unpaid dividends or other distributions of the Company. Upon the Closing, redeem Buyer will hold, directly (in the case of the Company) or otherwise acquire any indirectly (in the case of the Subsidiaries of the Company), one hundred percent (100%) of the Equity Interests in the Company Ordinary Sharesand each of its Subsidiaries, free and clear of all Liens (other than Liens pursuant to applicable securities Laws). None of the Company Units have been certificated.