Common use of Capitalization of the Company Clause in Contracts

Capitalization of the Company. The authorized capital stock of the Company consists of 1,000 shares of common stock, $.01 par value per share, of which 100 shares (constituting the Shares) are issued and outstanding. The Shares have been duly authorized and validly issued, are fully paid and nonassessable and are owned of record and beneficially solely by Seller free and clear of any lien, pledge, security interest, claim or other encumbrances (collectively, “Encumbrances”), 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 federal and state securities laws, and were not issued in violation of any Person’s preemptive rights. There are no shares of the Company’s capital stock reserved for any purpose. There are no preemptive or other outstanding rights, options, warrants, 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 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, any securities of the Company, and 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 of the Company’s capital stock, 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 all Encumbrances, under Article 8 of the Uniform Commercial Code of the State of Minnesota or otherwise, other than restrictions on transfer pursuant to federal and state securities laws.

Capitalization of the Company. The authorized ----------------------------- capital stock of the Company consists of 1,000 250 shares of common stockCommon Stock, $.01 par value $4.00 per share, of which 100 250 shares (constituting the Shares) are validly issued and outstanding. The Shares constitute all the issued and outstanding capital stock of the Company, have been duly authorized and validly issued, are fully paid and nonassessable and are owned of record by Seller, and beneficially solely by Seller when transferred at the Closing will be, free and clear of any lien, pledge, security interest, claim or other encumbrances (collectively, “Encumbrances”), 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 such Encumbrances which were issued in compliance with applicable federal and state securities laws, and were not issued in violation of any Person’s preemptive rights. There are no shares incurred by Purchaser or caused to be incurred by the Company or its Subsidiary by Purchaser as a result of the Company’s capital stock reserved for any purposetransactions contemplated by this Agreement. There are no preemptive or other outstanding rights, options, warrants, 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 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, any securities of the Company, and 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) with the stockholders of the Company on any matter. There are no agreements relating The Company has the power and authority to own or lease its assets and to carry on its business substantially as it is now being conducted, and is duly qualified as a foreign corporation to do business, and is in good standing, in each jurisdiction where the voting ownership or operation of its properties and assets or the Company’s capital stock, or restrictions on the transferability conduct of the Company’s capital stock (by agreement, certificate of incorporation, bylaws, statute or otherwise)its business requires such qualification, except pursuant where the failure to federal and state securities laws. There are no agreements among the Company, Seller and/or any other Person relating be so qualified would not be reasonably likely 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 all Encumbrances, under Article 8 of the Uniform Commercial Code of the State of Minnesota or otherwise, other than restrictions on transfer pursuant to federal and state securities lawshave a Material Adverse Effect.

Capitalization of the Company. The authorized capital stock of the Company consists solely of 1,000 (a) 100,000,000 shares of common stock, $.01 par value $0.001 per share, of which 100 shares (constituting the Shares) are issued and outstanding. The Shares have been duly authorized and validly issued, are fully paid and nonassessable and are owned of record and beneficially solely by Seller free and clear of any lien, pledge, security interest, claim or other encumbrances (collectively, “Encumbrances”), 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 47,898,271 Shares were issued in compliance with applicable federal and state securities lawsoutstanding as of the date of this Agreement, and (b) 10,000,000 shares of preferred stock, par value $0.001 per share, none of which have been issued or are outstanding as of the date of this Agreement. As of the date of this Agreement, (i) 3,794,346 Shares were not issued and outstanding under the Company Stock Option Plans as restricted stock awards and remain subject to vesting restrictions, (ii) 2,869,061 Shares were subject to outstanding Options, and (iii) no Shares were held by the Company in violation of any Person’s preemptive rightsits treasury. There Except for the foregoing, there are no shares of the Company’s capital stock reserved for any purpose. There are no preemptive or other outstanding rights, options, warrants, conversion calls, subscriptions, convertible securities or other rights, stock appreciation rightsor other agreements obligating the Company to issue, “phantom” stock, redemption rights, agreements, arrangements or commitments to issue transfer or sell any shares of capital stock of, or other securities of the Company or any securities or obligations convertible or exchangeable into or exercisable forequity interests in, or giving any Person a right to subscribe for or acquire, any securities of the Company, . All issued and 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 of the Company’s capital stock, 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 paid, nonassessable and nonassessablefree of preemptive rights, rights of refusal or similar rights or limitations, and, except for the repurchase of Shares in connection with the vesting of Restricted Shares under the Stock Option Plans and the agreements executed thereunder, there are no outstanding obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any shares of capital stock of, or other equity interests in, the Company. Except for the Stock Option Plans and the agreements executed thereunder and any support agreements entered into in connection with the Offer and the Merger at the request of Parent or Purchaser, there are no contracts, commitments or agreements relating to the voting, purchase or sale of Shares (i) between or among the Company or its Subsidiaries and any of its stockholders, or (ii) except as disclosed in any forms, reports, statements or schedules filed by a third party with the SEC, among any of the Company’s stockholders or between any of the Company’s stockholders and any third party. The Stock Option Plans and the agreements executed thereunder permit the acceleration and cancellation of outstanding Options and acceleration of Restricted Shares as well as the termination of the Stock Option Plans as contemplated by Section 2.7 of this Agreement, and will be free and clear of all Encumbrances, under Article 8 do not require the consent or approval of the Uniform Commercial Code holders of the State outstanding Options or Restricted Shares, the Company’s stockholders, or any other party to effect such acceleration, cancellation and termination except for the action of Minnesota or otherwise, other than restrictions on transfer pursuant to federal and state securities lawsthe Company Board described in Section 2.7.

Capitalization of the Company. The authorized capital stock of the Company consists solely of 1,000 (a) 100,000,000 shares of common stock, $.01 par value $0.0001 per share, of which 100 21,165,145 shares (constituting the Shares) are were issued and outstanding. The Shares outstanding as of the date of this Agreement, and (b) 2,000,000 shares of preferred stock, par value $0.0001 per share, 500,000 shares of which have been duly authorized designated as Series A Preferred Stock, 333,333 of which were issued and validly issued, are fully paid and nonassessable and are owned of record and beneficially solely by Seller free and clear of any lien, pledge, security interest, claim or other encumbrances (collectively, “Encumbrances”), under Article 8 outstanding as of the Uniform Commercial Code date of this Agreement. As of the State date of Minnesota or otherwisethis Agreement, other than restrictions under federal and state securities laws. The (i) 1,086,712 Common Shares were issued in compliance with applicable federal and state securities lawsreserved for issuance pursuant to restricted stock awards, (ii) 2,435,825 Common Shares were subject to outstanding Options, (iii) 4,056,112 Common Shares were reserved for issuance pursuant to the exercise of outstanding Warrants, and (iv) no Common Shares were not issued held by the Company in violation its treasury. Except as set forth in Schedule 3.4 of any Person’s preemptive rights. There the Company Disclosure Schedule, there are no shares of the Company’s capital stock reserved for any purpose. There are no preemptive or other outstanding rights, options, warrants, conversion calls, subscriptions, convertible securities or other rights, stock appreciation rightsor other agreements obligating the Company to issue, “phantom” stock, redemption rights, agreements, arrangements or commitments to issue transfer or sell any shares of capital stock of, or other securities equity interests in, the Company. Except as set forth on Schedule 3.4 of the Company or any securities or obligations convertible or exchangeable into or exercisable forDisclosure Schedule, or giving any Person a right to subscribe for or acquire, any securities of the Company, all issued and 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 of the Company’s capital stock, 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 Common Shares are delivered to Buyer at the Closing pursuant to this Agreement, the Shares will be duly authorized, validly issued, fully paid paid, nonassessable and nonassessablefree of preemptive rights, rights of refusal or similar rights or limitations. There are no outstanding obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any shares of capital stock of, or other equity interests in, the Company. Except as set forth on Schedule 3.4 of the Company Disclosure Schedule and except for the Stock Option Plans and the agreements executed thereunder and any support agreements entered into in connection with the Offer and the Merger at the request of Parent or Purchaser, there are no contracts, commitments or agreements relating to the voting, purchase or sale of Shares (i) between or among the Company or its Subsidiaries and any of its shareholders, or (ii) to the Company’s actual knowledge, and will be free and clear of all Encumbrancesexcept as disclosed in any forms, under Article 8 reports, statements or schedules filed by a third party with the SEC, among any of the Uniform Commercial Code Company’s shareholders or between any of the State Company’s shareholders and any third party. The Stock Option Plans and the agreements evidencing options granted thereunder do not prohibit the acceleration and cancellation of Minnesota outstanding Options and the termination of the Stock Option Plans as contemplated by Section 2.7 of this Agreement, and do not require the consent or otherwiseapproval of the holders of the outstanding Options, the Company’s shareholders, or any other than restrictions on transfer pursuant party to federal effect such acceleration, cancellation and state securities lawstermination except for the action of the Company Board described in Section 2.7.

Capitalization of the Company. The authorized capital stock All of the Company consists of 1,000 shares of common stock, $.01 par value per share, of which 100 shares (constituting the Shares) are issued and outstanding. The Shares outstanding Membership Interests have been duly authorized and are validly issued, are fully duly paid and nonassessable and are owned of record and beneficially solely by Seller free and clear of any lien, pledge, security interest, claim or other encumbrances (collectively, “Encumbrances”), under Article 8 non-assessable. None of the Uniform Commercial Code of the State of Minnesota or otherwise, other than restrictions under federal and state securities laws. The Shares Membership Interests were issued in compliance with applicable federal and state securities laws, and were not issued in violation of any Person’s preemptive rightsor similar rights of any other person or entity, nor in violation of the United States Securities Act of 1933, as amended (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 immediately 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, there are no other agreements, written or oral, between the Company or any Subsidiary and any holder of its respective equity interests, relating to the acquisition, disposition or voting of its equity interests. There are no shares of the Company’s capital stock reserved for any purpose. There are no preemptive or other outstanding rightssubscriptions, options, warrants, conversion rightscalls, stock appreciation rights, “phantom” stock, redemption rights, agreements, arrangements commitments or commitments to issue or sell any shares other agreements of capital stock or other securities of any character 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 Company 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 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 of the Company’s capital stock, or restrictions on the transferability of the Company’s capital stock (by agreement, certificate of incorporation, bylaws, statute or otherwise)its successors, except pursuant to federal and state securities lawsas disclosed in Schedule 3.3. There are no agreements among RGHI owns the CompanyMembership Interests reflected as owned by it on Exhibit A hereto, 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 all Encumbrances, under Article 8 Liens. Upon effectiveness of the Uniform Commercial Code BAWAG Interest Transfer Transactions (and in any event as of the State time immediately prior to the Merger), RGHI will own the Membership Interests reflected as owned by BOI on Exhibit A hereto, free and clear of Minnesota all Liens. The Company and each of the Subsidiaries that are subject to 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 otherwise, other than restrictions on transfer pursuant applicable Governmental Authorities or Self Regulatory Organizations by an amount sufficient in order to federal and state securities lawsavoid the triggering of any "early warning" notification provisions or similar provisions.

Capitalization of the Company. The As of the approximate date hereof, the authorized capital stock of the Company consists of 1,000 of: (i) 250,000,000 shares of common stockCommon Stock, $.01 0.001 par value per share, of which 100 approximately 100,000,000 shares (constituting the 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. The Shares have been duly authorized and validly issuedExcept as disclosed in the SEC Documents or in the Schedules, are fully paid and nonassessable and are owned of record and beneficially solely by Seller free and clear of any lien, pledge, security interest, claim or other encumbrances (collectively, “Encumbrances”), 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 federal and state securities laws, and were not issued in violation of any Person’s preemptive rights. There are 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 capital stock option plans, no shares are reserved for any purposeissuance pursuant to securities. There are no preemptive or other All of such outstanding rights, options, warrants, 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 of the Company or any securities or obligations convertible or exchangeable into or exercisable forare, or giving any Person a right to subscribe for or acquireupon issuance will be, any securities of the Company, and 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 of the Company’s capital stock, 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 nonassessablenon-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, (i) there are no outstanding 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 or any of its Subsidiaries, 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, (ii) there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated 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”), the Company’s By-laws, as in effect on the date hereof (the “By-laws”), and will be free and clear the terms of all Encumbrances, under Article 8 securities convertible into or exercisable for Common Stock of the Uniform Commercial Code Company and the material rights of the State of Minnesota or otherwise, other than restrictions on transfer pursuant to federal and state securities lawsholders thereof in respect thereto.

Capitalization of the Company. The authorized (a) Schedule 4.2(a) sets forth a complete and accurate list, as of the date hereof, of (i) the authorized, issued and outstanding capital stock of the Company consists (including the number of 1,000 shares Preferred Shares and Common Shares (including the Company Restricted Shares), the names of common stockthe holders thereof and, $.01 par value per shareif applicable, the portion of the Preferred Amount attributable to each such holder), (ii) the Warrants (the exercisable portions of which 100 shares (constituting the Shares) are issued and outstanding. The Shares have been duly authorized previously exercised and validly issued, are fully paid and nonassessable and are owned of record and beneficially solely by Seller free and clear of any lien, pledge, security interest, claim or other encumbrances (collectively, “Encumbrances”Common Shares issued with respect thereto), under Article 8 (iii) the Convertible Notes (including the Convertible Note Amount, the name of the Uniform Commercial Code holder of each Convertible Note and the portion of the State of Minnesota or otherwise, other than restrictions under federal and state securities laws. The Shares were issued in compliance with applicable federal and state securities lawsConvertible Note Amount attributable to each such holder), and were not issued (iv) the SAFEs (including the SAFE Amount, the name of the holder of each SAFE and the portion of the SAFE Amount attributable to each such holder). Except (i) as set forth on Schedule 4.2(a) and (ii) for any changes thereto resulting solely from the exercise or conversion of Company Securities in violation accordance with their respective terms between the date of any Person’s preemptive rights. There this Agreement and the Closing Date, there are no shares of capital stock or other equity securities of the Company’s capital stock , or securities exercisable or exchangeable for equity securities of the Company (including any Company Securities), authorized, issued, reserved for any purpose. There are issuance or outstanding and no preemptive outstanding or other outstanding rights, authorized options (including promised options), warrants, conversion convertible or exchangeable securities, subscriptions, rights (including any preemptive rights), stock appreciation rights, “phantom” stock, redemption rights, agreements, arrangements calls or commitments relating to issue the capital stock of, or sell other equity or voting interest in, the Company, to which the Company is a party or may be bound requiring the issuance, delivery or sale of shares of capital stock or other equity securities of the Company or options, warrants or securities exercisable or exchangeable for any shares of capital stock or other 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, any equity securities of the Company. Except as set forth on Schedule 4.2(a), and there are no securities outstanding or obligations evidencing such authorized stock appreciation, phantom stock, profit participation, contingent value or similar rights are authorizedwith respect to the capital stock of, issued or outstandingother equity or voting interest in, the Company to which the Company is a party or is bound. The Except as set forth on Schedule 4.2(a), the Company does not have has no authorized or outstanding any bonds, debentures, notes or other obligations Indebtedness (1) the holders of which have the right to vote or (2) convertible into, exchangeable for, or convertible into evidencing the right to subscribe for or exercisable for acquire securities having the right to vote) , with the stockholders of the Company on any matter. There are no agreements relating Contracts to which the voting Company is a party or by which it is bound to (x) repurchase, redeem or otherwise acquire any shares of capital stock or other equity securities of the Company’s Company or options, warrants or securities exercisable or exchangeable for shares of capital stockstock or other equity securities of, or restrictions on other equity or voting interests in, the transferability Company or (y) vote or dispose of any shares of capital stock or other equity interests of the Company’s Company or options, warrants or securities exercisable or exchangeable for capital stock (by agreementor other equity securities of, certificate of incorporationor other equity or voting interests in, bylaws, statute or otherwise), except pursuant to federal and state securities lawsthe Company. There are no irrevocable proxies and no voting agreements among 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 or, to the Knowledge of the Company, Seller and/or any other Person relating to which 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 all Encumbrances, under Article 8 of the Uniform Commercial Code of the State of Minnesota or otherwise, other than restrictions on transfer pursuant to federal and state securities lawsCompany is not a party.

Capitalization of the Company. The Immediately after the effective time of the Merger (but before the closing of this Offering), the authorized capital stock of the Company consists will consist of 1,000 750,000,000 shares of common stockCommon Stock, $.01 0.001 par value per share, of which 100 shares (constituting . Of the Shares) are issued and outstanding. The Shares have been duly authorized and validly issued, are fully paid and nonassessable and are owned of record and beneficially solely by Seller free and clear of any lien, pledge, security interest, claim or other encumbrances (collectively, “Encumbrances”), 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 federal and state securities laws, and were not issued in violation of any Person’s preemptive rights. There are no shares capital stock of the Company’s capital stock reserved for any purpose, immediately after the effective time of the Merger (but before the closing of this Offering), there will be outstanding 18,603,191 shares of Common Stock. There Except as a result of the purchase and sale of the Units as contemplated in the Merger Agreement, or as disclosed in the SEC Reports or the Offering Documents, there are no preemptive or other additional outstanding rights, options, warrants, conversion rightsscript rights to subscribe to, stock appreciation rights, “phantom” stock, redemption rights, agreements, arrangements calls or commitments to issue of any character whatsoever relating to, or sell any shares of capital stock or other securities of the Company or any securities securities, rights or obligations convertible into or exchangeable into or exercisable for, or giving any Person a person any right to subscribe for or acquireacquire 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 Units will not obligate the Company to issue shares of Common Stock or other 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's capital stock outstanding immediately after the effective time of the Merger (but before the closing of the Offering) are or will be duly authorized and validly issued and are or will be fully paid and nonassessable. None of the outstanding shares of Common Stock or options, and no securities warrants, or obligations evidencing such rights are authorized, issued or outstanding. The Company does not have outstanding any bonds, debentures, notes or other obligations securities entitling the holders to acquire Common Stock has been issued in violation of which have the right to vote (or convertible into or exercisable for securities having the right to vote) on preemptive rights of any matter. There are no agreements relating to the voting security holder of the Company’s capital stock, or restrictions on the transferability . No holder of any of the Company’s capital stock (by agreement's securities has any rights, certificate of incorporation, bylaws, statute "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 pursuant as contemplated by the Merger Agreement and as described in the Offering Documents. The Common Stock and the Warrants to federal and state securities laws. There are no agreements among the Company, Seller and/or any other Person relating be issued to the Company’s capital stock. When the Shares are delivered to Buyer at the Closing pursuant to Subscriber have been duly authorized, and when issued and paid for in accordance with this Subscription Agreement, the Shares Common Stock will be duly authorized, and validly issued, fully paid and nonassessablenon-assessable, and the Warrant Shares, when issued upon exercise of the Warrants in exchange for the payment in full of the exercise price for such Warrant Share therein specified, will be free duly and clear validly issued, fully paid and non-assessable. The Common Stock is eligible for quotation on the NASD OTC Bulletin Board, the Company and the Common Stock meets the criteria for continued quotation and trading on the OTC Bulletin Board, and no suspension of all Encumbrances, under Article 8 of trading in the Uniform Commercial Code of the State of Minnesota or otherwise, other than restrictions on transfer pursuant to federal and state securities lawsCommon Stock is in effect.

Capitalization of the Company. The authorized capital stock Except as otherwise set forth in the Company Disclosure Schedule, the Members are the sole members of the Company consists of 1,000 shares of common stock, $.01 par value per share, of which 100 shares (constituting and the Shares) are Membership Interests owned by the Members constitute the only issued and outstandingoutstanding equity interests of any type in the Company. The Shares have been duly authorized Each Member owns beneficially and validly issued, are fully paid and nonassessable and are owned of record and beneficially solely by Seller free and clear of any lienEncumbrances the Membership Interests set forth opposite such Member's name in the Company Disclosure Schedule, pledgeand has the unrestricted right, security interestpower and authority to assign, claim or other encumbrances (collectively, “Encumbrances”), under Article 8 transfer and deliver such Member's Membership Interest to the Company upon the liquidation and dissolution of the Uniform Commercial Code Company in exchange for such Member's allocable share of the State of Minnesota or otherwise, other than restrictions under federal and state securities lawsAcquisition Consideration as set forth herein. The Shares were issued in compliance with applicable federal and state securities laws, and Membership Interests were not issued in violation of any Person’s preemptive rights. There Except as otherwise set forth in the Company Disclosure Schedule, none of the Members has granted any proxy with respect to any of the Membership Interests, deposited all or any portion of the Membership Interests into a voting trust, or entered into any voting agreement with respect to the Membership Interests. The Membership Interests were issued to the Members in transactions exempt from the registration requirements of and otherwise in compliance with all applicable federal and state securities laws. Except as otherwise set forth in the Company Disclosure Schedule, there are (and as of the Closing Date there will be) outstanding (i) no shares equity or other voting securities of the Company other than those held by the Members, (ii) no securities of the Company convertible into or exchangeable for equity securities or other voting securities of the Company’s capital stock reserved for any purpose. There are , (iii) no preemptive options or other outstanding rightsrights to acquire from the Company, options, warrants, conversion rights, stock appreciation rights, “phantom” stock, redemption rights, agreements, arrangements or commitments and no obligation of the Company to issue or sell sell, any shares of capital stock equity securities or other 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, any securities of the Company, and 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 exchangeable for equity or other voting securities having and (iv) no equity equivalents, interests in the right ownership or earnings, or other similar rights of or with respect to vote) on any matterthe Company. There are no agreements relating to the voting (and as of the Company’s capital stock, or restrictions on the transferability Closing Date there will be) no outstanding obligations of the Company’s capital stock (by agreementCompany to repurchase, certificate of incorporation, bylaws, statute redeem or otherwise), except pursuant to federal and state securities laws. There are no agreements among the Company, Seller and/or otherwise acquire 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 all Encumbrances, under Article 8 of the Uniform Commercial Code of the State of Minnesota foregoing securities, options, equity equivalents, interests or otherwise, other than restrictions on transfer pursuant to federal and state securities lawsrights.

Capitalization of the Company. The After giving effect to the Reorganization, the Company will have an authorized capitalization as set forth in the Registration Statement, the Pricing Disclosure Package and the Prospectus under the heading “Capitalization;” all the outstanding shares of capital stock of the Company consists of 1,000 shares of common stock, $.01 par value per share, of which 100 shares (constituting the Shares) are issued and outstanding. The Shares have been duly and validly authorized and validly issued, issued and are fully paid and nonassessable non-assessable and are not subject to any pre-emptive or similar rights; except as described in or expressly contemplated by the Pricing Disclosure Package and the Prospectus, there are no outstanding rights (including, without limitation, pre-emptive rights), warrants or options to acquire, or instruments convertible into or exchangeable for, any shares of capital stock or other equity interest in the Company, or any contract, commitment, agreement, understanding or arrangement of any kind relating to the issuance of any capital stock or other equity interests of the Company, any such convertible or exchangeable securities or any such rights, warrants or options; the capital stock or other equity interests of the Company, as the case may be, conforms in all material respects to the description thereof contained in the Registration Statement, the Pricing Disclosure Package and the Prospectus; and, after giving effect to the Reorganization, the Company will own [·]% of the issued and outstanding JEH LLC Units (or such additional amount to reflect the exercise of the Underwriters’ option to purchase Option Shares pursuant to Section 2 hereof); such JEH LLC Units will be duly and validly authorized and issued, fully paid and non-assessable (except as such nonassessability may be affected by Sections 18-607 and 18-804 of the Delaware LLC Act, as applicable, and limited to the extent set forth in JEH LLC’s organizational documents) and will be owned of record and beneficially solely by Seller the Company, free and clear of any lien, pledgecharge, encumbrance, security interest, restriction on voting or transfer or any other claim or other encumbrances of any third party, except as may exist pursuant to that certain Credit Agreement, dated as of December 31, 2009, among Xxxxx Energy Holdings, LLC, as Borrower, Xxxxx Fargo Bank, N.A., as Administrative Agent, Xxxxx Fargo Securities, LLC, as Sole Lead Arranger and Sole Bookrunner, and the lenders thereto, as amended through the date hereof (collectively, the “EncumbrancesCredit Agreement”), under Article 8 and that certain Second Lien Credit Agreement, dated as of the Uniform Commercial Code of the State of Minnesota or otherwiseDecember 31, other than restrictions under federal 2009, among Xxxxx Energy Holdings, LLC, as Borrower, Xxxxx Fargo Energy Capital, Inc., as Administrative Agent, Xxxxx Fargo Securities, LLC, as Sole Lead Arranger and state securities laws. The Shares were issued in compliance with applicable federal and state securities lawsSole Bookrunner, and were not issued in violation of any Person’s preemptive rights. There are no shares of the Company’s capital stock reserved for any purpose. There are no preemptive or other outstanding rightslenders thereto, options, warrants, conversion rights, stock appreciation rights, as amended through the date hereof (the “phantom” stock, redemption rights, agreements, arrangements or commitments to issue or sell any shares of capital stock or other 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, any securities of the Company, and 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 of the Company’s capital stock, or restrictions on the transferability of the Company’s capital stock (by agreement, certificate of incorporation, bylaws, statute or otherwiseTerm Loan”), 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 all Encumbrances, under Article 8 of the Uniform Commercial Code of the State of Minnesota or otherwise, other than restrictions on transfer pursuant to federal and state securities laws.

Capitalization of the Company. The After giving effect to the Reorganization, the Company will have an authorized capitalization as set forth in the Registration Statement, the Pricing Disclosure Package and the Prospectus under the heading “Capitalization;” all the outstanding shares of capital stock of the Company consists of 1,000 shares of common stock, $.01 par value per share, of which 100 shares (constituting the Shares) are issued and outstanding. The Shares have been duly and validly authorized and validly issued, issued and are fully paid and nonassessable non-assessable and are not subject to any pre-emptive or similar rights; except as described in or expressly contemplated by the Pricing Disclosure Package and the Prospectus, there are no outstanding rights (including, without limitation, pre-emptive rights), warrants or options to acquire, or instruments convertible into or exchangeable for, any shares of capital stock or other equity interest in the Company, or any contract, commitment, agreement, understanding or arrangement of any kind relating to the issuance of any capital stock or other equity interests of the Company, any such convertible or exchangeable securities or any such rights, warrants or options; the capital stock or other equity interests of the Company, as the case may be, conforms in all material respects to the description thereof contained in the Registration Statement, the Pricing Disclosure Package and the Prospectus; and, after giving effect to the Reorganization, the Company will own 25.3% of the issued and outstanding JEH LLC Units (or such additional amount to reflect the exercise of the Underwriters’ option to purchase Option Shares pursuant to Section 2 hereof); such JEH LLC Units will be duly and validly authorized and issued, fully paid and non-assessable (except as such nonassessability may be affected by Sections 18-607 and 18-804 of the Delaware LLC Act, as applicable, and limited to the extent set forth in JEH LLC’s organizational documents) and will be owned of record and beneficially solely by Seller the Company, free and clear of any lien, pledgecharge, encumbrance, security interest, restriction on voting or transfer or any other claim or other encumbrances of any third party, except as may exist pursuant to that certain Credit Agreement, dated as of December 31, 2009, among Xxxxx Energy Holdings, LLC, as Borrower, Xxxxx Fargo Bank, N.A., as Administrative Agent, Xxxxx Fargo Securities, LLC, as Sole Lead Arranger and Sole Bookrunner, and the lenders thereto, as amended through the date hereof (collectively, the “EncumbrancesCredit Agreement”), under Article 8 and that certain Second Lien Credit Agreement, dated as of the Uniform Commercial Code of the State of Minnesota or otherwiseDecember 31, other than restrictions under federal 2009, among Xxxxx Energy Holdings, LLC, as Borrower, Xxxxx Fargo Energy Capital, Inc., as Administrative Agent, Xxxxx Fargo Securities, LLC, as Sole Lead Arranger and state securities laws. The Shares were issued in compliance with applicable federal and state securities lawsSole Bookrunner, and were not issued in violation of any Person’s preemptive rights. There are no shares of the Company’s capital stock reserved for any purpose. There are no preemptive or other outstanding rightslenders thereto, options, warrants, conversion rights, stock appreciation rights, as amended through the date hereof (the “phantom” stock, redemption rights, agreements, arrangements or commitments to issue or sell any shares of capital stock or other 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, any securities of the Company, and 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 of the Company’s capital stock, or restrictions on the transferability of the Company’s capital stock (by agreement, certificate of incorporation, bylaws, statute or otherwiseTerm Loan”), 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 all Encumbrances, under Article 8 of the Uniform Commercial Code of the State of Minnesota or otherwise, other than restrictions on transfer pursuant to federal and state securities laws.

Capitalization of the Company. The authorized capital stock (a) Section 3.2(a) of the Company consists Disclosure Schedules sets forth a true and complete statement as of 1,000 shares the date of common stock, $.01 par value per share, the Original Agreement of which 100 shares (constituting i) the Sharesnumber and class or series (as applicable) are of all of the Equity Securities of the Company issued and outstanding, (ii) the identity of the Persons that are the record and beneficial owners thereof, (iii) with respect to each Company Option and each Company Warrant, (A) the date of grant or issuance, as applicable, (B) any applicable exercise (or similar) price, (C) any applicable expiration (or similar) date, and (D) any applicable vesting schedule (including acceleration provisions) and (iv) with respect to each Company Option, whether such Company Option is an Incentive Stock Option. The Shares All of the Equity Securities of the Company have been duly authorized and validly issued, issued and are fully paid and nonassessable non-assessable, and are owned each Company Option outstanding immediately prior to the Effective Time will be an “in the money” Company Option for purposes of record and beneficially solely by Seller free and clear of any lienSection 2.4 (i.e., pledge, security interest, claim or other encumbrances (collectively, “Encumbrances”), under Article 8 the value of the Uniform Commercial Code consideration under this Agreement allocated to each Company Option (determined by reference to, for the avoidance of doubt, the Atlas Share Value) is in excess of the State of Minnesota exercise (or otherwise, other than restrictions under federal and state securities lawssimilar) price applicable to such Company Option). The Shares Equity Securities of the Company (1) were not issued in compliance with applicable federal and state securities lawsviolation of the Governing Documents of the Company, and the Company Stockholders Agreements or any other Contract to which the Company is party or bound, (2) were not issued in violation of any Person’s preemptive rights. There are no shares , call option, right of the Company’s capital stock reserved for any purpose. There are no preemptive first refusal or other outstanding first offer, subscription rights, optionstransfer restrictions or similar rights of any Person, warrants(3) have been offered, conversion rightssold and issued in compliance with applicable Law, stock appreciation rights, “phantom” stock, redemption rights, agreements, arrangements or commitments to issue or sell any shares of capital stock or other 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, any securities of the Company, including Securities Laws and no securities or obligations evidencing such rights (4) 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 of the Company’s capital stock, 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 all Encumbrances, Liens (other than transfer restrictions under Article 8 applicable Securities Law or under the Company Stockholders Agreements). Except for the Company Options and the Company Warrants set forth on Section 3.2(a) of the Uniform Commercial Code Company Disclosure Schedules and those either permitted by Section 5.1(b) or issued, granted or entered into in accordance with Section 5.1(b), the Company has no outstanding (x) equity appreciation, phantom equity or profit participation rights or (y) options, restricted stock, restricted stock units, phantom stock, warrants, purchase rights, subscription rights, conversion rights, exchange rights, calls, puts, rights of first refusal or first offer or other Contracts that could require the Company to issue, sell or otherwise cause to become outstanding or to acquire, repurchase or redeem any Equity Securities or securities convertible into or exchangeable for Equity Securities of the State Company. Except for the Company Stockholders Agreements, there are no voting trusts, proxies or other Contracts with respect to the voting or transfer of Minnesota or otherwise, other than restrictions on transfer pursuant to federal and state securities lawsthe Company’s Equity Securities.

Capitalization of the Company. The Immediately prior to the Closing, the authorized capital stock of the Company consists shall consist of 1,000 a total of 60,000,000 shares of common stockClass A Common Stock, $.01 no par value, 25,000,000 shares of Class B Common Stock, no par value per shareand 10,000,000 shares of Preferred Stock, no par value. Immediately prior to the Closing there will be no more that 200,000 shares of which 100 preferred stock outstanding, as described immediately below, no shares (constituting the Shares) are issued and of Class B Common Stock outstanding. The Shares have been duly authorized and validly issued, are fully paid and nonassessable and are owned of record and beneficially solely by Seller free and clear of any lien, pledge, security interest, claim or other encumbrances (collectively, “Encumbrances”), 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 federal and state securities laws, and were not issued in violation no more than 50,000,000 shares of any Person’s preemptive rightsCommon Stock outstanding. There are no conversion or exchange privileges, preemptive rights, or other rights or agreements to purchase or otherwise acquire or issue any securities of the Company other than have been disclosed to purchaser, and there is no agreement or understanding between any persons and/or entities, which affects or relates to the voting or giving of written consents with respect to any security of the Company or any instrument or security exercisable or exchangeable for, or convertible into any security of the Company. The Company has entered into an agreement with its founder whereby the founder has surrendered rights to royalties and has further surrendered a carve out for certain applications of the Company’s intellectual property in exchange for the Company’s agreement to issue to the founder 200,000 shares of the Company’s capital preferred stock. Said stock reserved for shall be issued without any purpose. There are no preemptive or other outstanding rights, options, warrants, 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 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 acquirereceive any dividend. The preferred shares will however have super voting rights equivalent to 100 votes of Class A Common shares per share of preferred, any securities such that the total issuance of preferred shares to the Company, and no securities or obligations evidencing such rights are authorized, issued or outstandingfounder shall have the voting power of 20,000,000 Class A shares. The Company does not have outstanding any bondshas an obligation to issue additional shares to its employees and/or consultants upon the happening of certain triggering events, debentures, notes or other obligations specifically the holders successful completion 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 of the Company’s capital stock, 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 all Encumbrances, under Article 8 of the Uniform Commercial Code of the State of Minnesota or otherwise, other than restrictions on transfer pursuant to federal and state securities lawscertain research benchmarks.

Capitalization of the Company. The entire authorized capital stock of the Company consists of 1,000 shares of common stock, $.01 par value per share, Common Stock of which 100 250 shares (constituting the Shares) are issued to the Seller and remain outstanding. The Shares All of the issued and outstanding Common Stock have been duly authorized and validly issuedauthorized, are fully paid and nonassessable and are owned of record and beneficially solely by Seller free and clear of any lien, pledge, security interest, claim or other encumbrances (collectively, “Encumbrances”), 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 federal and state securities laws, and were not issued in violation of any Person’s preemptive rights. There are no shares of the Company’s capital stock reserved for any purpose. There are no preemptive or other outstanding rights, options, warrants, 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 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, any securities of the Company, and 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 of the Company’s capital stock, 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 nonassessablenon-assessable and are held of record by the Seller, and will be and, except as set forth on Schedule 4.1(c) attached hereto, are free and clear of all Encumbrancesany liens, under Article 8 charges, Encumbrances or in violation of any statutory or common law preemptive rights. Except as set forth on Schedule 4.1(c) attached hereto, there are no outstanding or authorized options, warrants, rights, contracts, calls, puts, rights to subscribe, conversion rights or other agreements or commitments to which the Company or the 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 have accrued or been declared but are unpaid on the outstanding capital stock of the Uniform Commercial Code Company. All Taxes required to be paid in connection with the issuance and any transfers of the State outstanding capital stock of Minnesota the Company have been paid. All permits or otherwiseauthorizations 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 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 than restrictions on transfer pursuant agreements or understandings with respect to federal and state the voting of the capital stock of the Company, which would not otherwise be terminated at or before the Closing. Upon consummation of the Closing, the Company will not have any securities lawsconvertible into or exchangeable for any shares of its capital stock which have been created prior to the Closing, nor will it have outstanding any rights, options, agreements or arrangements to subscribe for or to purchase its capital stock or any securities convertible into or exchangeable for its capital stock, which has been created prior to the Closing.

Capitalization of the Company. The authorized capital stock Company hereby represents and warrants to the Subscriber as of the date hereof that immediately following the consummation of the transactions contemplated by this Subscription Agreement, the Subscriber will hold the Securities in the Company consists set forth on Exhibit B hereto. Immediately following the consummation of 1,000 shares of common stockthe 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, $.01 par value per share, of which 100 shares (constituting note and warrant purchase agreements or note purchase agreements executed pursuant to the Shares) are issued and outstanding. The Shares have been duly authorized and validly issued, are fully paid and nonassessable and are owned of record and beneficially solely by Seller free and clear of any lien, pledge, security interest, claim or other encumbrances Company’s private placement memoranda (collectively, the “EncumbrancesPPM”)), under Article 8 except as contemplated by such agreements, this Subscription Agreement, the PPM or any amendments to the Certificate of the Uniform Commercial Code of the State of Minnesota or otherwiseIncorporation, and other than restrictions under federal and state securities laws. The Shares were issued in compliance with applicable federal and state securities laws, and were not issued in violation up to 1,000,000 shares of any Person’s preemptive rights. There are no shares Common Stock reserved for use as part of the Company’s capital stock reserved for any purpose. There are management incentive plans and 300,000 shares of Common Stock issued to the Founders prior to the Offering, there will be no preemptive or other outstanding rights, existing options, warrants, conversion calls, pre-emptive rights, stock subscriptions, profit or equity appreciation rights, “phantom” stockphantom equity or other similar rights, redemption or other rights, agreements, arrangements or commitments of any character, relating to issue the issued or sell any shares of capital stock or other securities unissued Common Stock of the Company or any other equity security of, or equity interest in, the Company obligating the Company to issue, transfer or sell or cause to be issued, 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 such equity securities or obligations convertible or exchangeable into or exercisable forinterests, or giving obligating the Company to grant, extend or enter into any Person a right 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 subscribe for repurchase, redeem or acquire, otherwise acquire any Securities or equity securities of the Company. UNCOMMON GIVING CORPORATION SUBSCRIPTION AGREEMENT INVESTOR INFORMATION PAGE Investor Name(s): Individual Investors Date of Birth: Nationality: Place of Birth: Occupation: Residential Address: Social Security Number: Entity Investors Address of Investor for Fund Records: Registered Office Address of Investor: U.S. Tax Identification Number: Approximate number of beneficial or equity owners: Type of Legal Entity: Date of Formation: Jurisdiction of Formation: Name and Title of Authorized Person Completing the Questionnaire: Primary Contact: Address: City: State: Zip: Cell phone: Fax: E-mail: Mailing Address (if different from street address): Address: City: State: Zip: Copies of all correspondence should also be sent to the following person: Name: Cell phone: Address: Fax: E-mail: City: State: Zip: Investor Type: ❑ Individual ❑ Individual Retirement Plan ❑ Estate ❑ Limited Liability Company ❑ Partnership ❑ Foundation ❑ Trust ❑ Corporation ❑ Endowment ❑ Community Property ❑ Charitable Remainder Trust ❑ Other ❑ Tenants in Common Specify: ❑ Joint Tenants (with rights of survivorship) If “Joint Tenants,” are the parties that comprise the joint tenancy married to one another? ❑ Yes ❑ No UNCOMMON GIVING CORPORATION SUBSCRIPTION AGREEMENT SIGNATURE PAGE The Subscriber hereby: (1) tenders the Subscription Amount and subscribes for the number of Securities indicated above and (2) acknowledges that the Company may issue fewer than the number of Securities you subscribed for in its sole discretion. INDIVIDUALS Signature Date: Spouse Signature Date: Print Name: Print Name: ENTITIES Signature Signature Print Name of Trustee or Other Fiduciary Print Name of Co-Trustee or Other Fiduciary Title (if applicable) Title (if applicable) Date Date Signature of Grantor Print Name of Grantor Date FOR INTERNAL USE ONLY ACCEPTANCE PAGE TO SUBSCRIPTION AGREEMENT The Company acknowledges receipt of, and no securities or obligations evidencing such rights are authorizedaccepts, 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 Subscription Agreement and payment of the Company’s capital stock, 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 lawsSubscription Amount. 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 all Encumbrances, under Article 8 of the Uniform Commercial Code of the State of Minnesota or otherwise, other than restrictions on transfer pursuant to federal and state securities laws.Uncommon Giving Corporation By: Name: Xxx Xxxxxxx Title: Founder & CEO Dated: EXHIBIT A PURCHASER REPRESENTATIVE(S) EXHIBIT B SUBSCRIBER’S SECURITIES

Capitalization of the Company. (a) The authorized capital stock of the Company consists and each Subsidiary is set forth on Schedule 4.7. All securities set forth on Schedule 4.7 will be, as of 1,000 shares of common stockthe Initial Closing and the Subsequent Closing, $.01 par value per share, of which 100 shares (constituting the Shares) are issued and outstanding. The Shares have been duly authorized and validly issued, are outstanding, fully paid and nonassessable 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 owned of record and beneficially solely by Seller free and clear of any lienno outstanding warrants, pledge, security interest, claim options or other encumbrances (collectivelyrights to purchase or acquire any of such shares, “Encumbrances”)nor any outstanding securities convertible into such shares or outstanding warrants, under Article 8 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 Uniform Commercial Code Purchaser representations set forth herein, all of the State outstanding shares of Minnesota or otherwisecapital stock of the Company will have been offered, other than restrictions under federal issued, sold and state securities laws. The Shares were issued delivered in compliance with applicable federal and state securities laws, and were laws not issued subject to preemptive rights in violation favor of any Person’s preemptive rights. There are no shares Person and will not result in the issuance of the Company’s capital stock reserved for any purpose. There are no preemptive or other outstanding rights, options, warrants, conversion rights, stock appreciation rights, “phantom” stock, redemption rights, agreements, arrangements or commitments to issue or sell any additional shares of capital stock or other securities of the Company or the triggering of any securities antidilution or obligations convertible or exchangeable into or exercisable for, or giving similar rights contained in any Person agreement to which the Company is a right to subscribe for or acquire, any securities of the Company, and no securities or obligations evidencing such rights are authorized, issued or outstandingparty. The Company does not have outstanding any bondsPreferred Stock has been duly and validly authorized and, debentures, notes or other obligations the holders of which have the right to vote (or convertible into or exercisable when delivered and paid for securities having the right to vote) on any matter. There are no agreements relating to the voting of the Company’s capital stock, 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. 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 free and clear of all Encumbrancesbe, under Article 8 when issued in accordance with the charter of the Uniform Commercial Code Company, duly and validly authorized and issued, fully paid and nonassessable. Except as set forth on Schedule 4.7 or pursuant to the Stockholders Agreement or the Company's charter, there are no preemptive rights, rights of first refusal, put or call rights or obligations or anti-dilution rights with respect to the issuance, sale or redemption of the State Company's capital stock. Except as set forth on Schedule 4.7, no officer, director or employee of Minnesota the Company or otherwiseany other person or entity has, claims 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, there are no restrictions on the transfer of the Company's capital stock other than restrictions on transfer pursuant to those arising from federal 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 no rights, obligations, or restrictions on the voting of any of the Company's capital stock or the registration of such capital stock for offering to the public pursuant to the Securities Act.

Capitalization of the Company. The As of the Effective Date, the authorized capital stock of the Company consists will consist entirely of 1,000 the New Common Stock and the Series A Preferred, the number of authorized shares of common stock, $.01 par value per share, which shall be as set forth in the certificate of which 100 shares (constituting the Shares) are issued and outstanding. The Shares have been duly authorized and validly issued, are fully paid and nonassessable and are owned of record and beneficially solely by Seller free and clear of any lien, pledge, security interest, claim or other encumbrances (collectively, “Encumbrances”), 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 federal and state securities laws, and were not issued in violation of any Person’s preemptive rights. There are no shares incorporation of the Company’s capital stock reserved for any purpose, as amended to reflect the terms set forth on the applicable exhibit to the Plan (the “Effective Date Charter”). There are As of the Effective Date, the only shares of New Common Stock and Series A Preferred that shall be issued and outstanding shall be those shares of New Common Stock and Series A Preferred that shall have been issued in accordance with this Agreement and the Plan. Except as set forth on Schedule 2.2 hereto, as of the Effective Date, there will be no preemptive or other outstanding rights, options, warrants, conversion rightssecurities or rights that are or may become exercisable or exchangeable for, stock appreciation rightsconvertible into, “phantom” stockor that otherwise give any Person any right to acquire, redemption rights, agreements, arrangements or commitments to issue or sell any shares of capital stock or other securities of the Company or to receive payments based in whole or in part upon the value of the capital stock of the Company, 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, grant, sale or transfer of any equity securities, options, warrants, convertible securities or obligations convertible or exchangeable into or exercisable for, or giving any Person a right to subscribe for or acquire, any other securities of the Company. Except as contemplated by the Plan, and 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 obligations evidencing such rights are authorizedother securities and, 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 than pursuant to the voting of the Company’s capital stock, 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 Stockholders Agreement, the Shares Company will be 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 Series A Preferred will have been duly authorized, authorized and validly issued, fully paid and nonassessable, and will not be free and clear of all Encumbrances, under Article 8 issued in violation of the Uniform Commercial Code of the State of Minnesota Securities Act or otherwise, any other than restrictions on transfer pursuant to federal and applicable Laws (including state securities laws“blue sky” Laws).