Common use of Capitalization of the Company Clause in Contracts

Capitalization of the Company. The authorized capital stock of the Company consists solely of (a) 100,000,000 shares of common stock, par value $0.0001 per share, of which 21,165,145 shares were issued and 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 designated as Series A Preferred Stock, 333,333 of which were issued and outstanding as of the date of this Agreement. As of the date of this Agreement, (i) 1,086,712 Common Shares were reserved 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 held by the Company in its treasury. Except as set forth in Schedule 3.4 of the Company Disclosure Schedule, there are no options, warrants, calls, subscriptions, convertible securities or other rights, or other agreements obligating the Company to issue, transfer or sell 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, all issued and outstanding Common Shares are duly authorized, validly issued, fully paid, nonassessable and free 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 except as disclosed in any forms, reports, statements or schedules filed by a third party with the SEC, among any of the Company’s shareholders or between any of the 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 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 approval of the holders of the outstanding Options, the Company’s shareholders, or any other party to effect such acceleration, cancellation and termination except for the action of the Company Board described in Section 2.7.

Capitalization of the Company. (a) The authorized capital stock of the Company consists solely of (a) 100,000,000 736,668 shares of common stock, par value $0.0001 per share, of which 21,165,145 shares were issued No Par Common Stock and outstanding as of the date of this Agreement, and (b) 2,000,000 491,112 shares of preferred stock, par value $0.0001 per share, 500,000 shares of which have been designated as Series A Preferred Class B Common Stock, 333,333 of which were issued and outstanding as of the date of this Agreement. As of the date of this Agreement, (i) 1,086,712 709,827 shares of No Par Common Stock and 85,100 shares of Class B Common Stock, were issued and outstanding, for a total of 794,927 Shares were reserved for issuance pursuant (not including the Change in Control Shares, which will be issued after the date of this Agreement and at or prior to restricted stock awards, the Closing Date); and (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 held by in the Company in its treasury. Except as set forth in Schedule 3.4 treasury of the Company Disclosure Schedule, there are no options, warrants, calls, subscriptions, convertible securities or other rights, or other agreements obligating the Company to issue, transfer or sell by 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 ScheduleSubsidiaries or Nonprofit Organizations. All outstanding Shares are, all issued and outstanding Common the Change in Control Shares are will be, when issued, duly authorized, validly issued, fully paidpaid and nonassessable, nonassessable and free are not subject to and were not issued in violation of any preemptive or similar rights, rights purchase option, call, right of first refusal or similar rights. Except for the Change in Control Shares to be issued after the date of this Agreement and prior to the Closing Date, there are no outstanding shares, options, warrants, calls, stock appreciation rights or limitations. 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) There are no outstanding obligations preemptive rights of any kind which obligate the Company, any Company Subsidiary or any Nonprofit Organization to issue or deliver any shares of capital stock or voting securities of the Company or any of its Subsidiaries securities or obligations convertible or exchangeable into or exercisable for, or giving any Person a right to repurchasesubscribe for or acquire from the Company, redeem any Company Subsidiary or otherwise acquire any Nonprofit Organization, any shares of capital stock of, or other equity interests in, voting securities of the Company. Except as set forth on Schedule 3.4 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 shareholders of the Company Disclosure Schedule and except for the Stock Option Plans and the agreements executed thereunder and on 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 except as disclosed in any forms, reports, statements or schedules filed by a third party with the SEC, among any of the Company’s shareholders or between any of the 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 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 approval of the holders of the outstanding Options, the Company’s shareholders, or any other party to effect such acceleration, cancellation and termination except for the action of the Company Board described in Section 2.7matter.

Capitalization of the Company. (a) The authorized capital stock of the Company consists solely of (a) 100,000,000 shares of common stockCompany Common Stock, par value $0.0001 0.001 per share, of which 21,165,145 shares were issued and outstanding as of the date of this Agreement, and (b) 2,000,000 10,000,000 shares of preferred stockPreferred Stock, par value $0.0001 0.001 per share, 500,000 shares of which have been designated as Series A share (“Company Preferred Stock, 333,333 of which were issued and outstanding as of the date of this Agreement”). As of the date close of this Agreementbusiness on November 18, 2006, (i) 1,086,712 28,783,794 shares of Company Common Shares Stock were reserved for issuance pursuant to restricted stock awardsissued and outstanding, (ii) 2,435,825 Common Shares no shares of Company Preferred Stock were subject to issued or outstanding Options, and (iii) 4,056,112 no shares of Company Common Shares Stock or Company Preferred Stock were reserved for issuance held by the Company as treasury shares. Since November 18, 2006, no shares of Company Common Stock or Company Preferred Stock have been issued by the Company, except Company Common Stock issued pursuant to the exercise of outstanding WarrantsCompany Options, Company Stock-Based Awards or Company ESPP. (b) The Company has reserved (i) 7,409,369 shares of Company Common Stock subject to issuance pursuant to the Company Stock Plans, (ii) 0 shares of Company Common Stock subject to issuance pursuant to Company Stock-Based Awards and (iviii) no 508,090 shares of Company Common Shares were held by Stock subject to issuance pursuant to the Company in its treasuryESPP. Except as reserved for future grants under Company Stock Plans, Company Stock-Based Awards and the ESPP as set forth in Schedule 3.4 this Section 6.2(b), as of the Company Disclosure Scheduledate hereof, (A) there are no equity securities of any class of the Company, or any security exchangeable into or exercisable for such equity securities, issued, reserved for issuance or outstanding and (B) there are no options, warrants, equity securities, calls, subscriptions, convertible securities or other rights, commitments or other agreements of any character to which the Company is a party or by which the Company is bound obligating the Company to issue, exchange, transfer, deliver or sell, or cause to be issued, exchanged, transferred, delivered or sold, additional shares of capital stock or other equity interests of the Company or any security or rights convertible into or exchangeable or exercisable for any such shares or other equity interests, or obligating the Company to grant, extend, accelerate the vesting of, otherwise modify or amend or enter into any such option, warrant, equity security, call, right, commitment or agreement. The Company does not have any outstanding stock appreciation rights, phantom stock, performance based rights or similar rights or obligations. Neither the Company nor any of its controlled Affiliates is a party to or is bound by any agreements or understandings with respect to the voting (including voting trusts and proxies) or sale or transfer or sell (including agreements imposing transfer restrictions) of any shares of capital stock of, or other equity interests in, of the Company. Except as set forth on Schedule 3.4 For purposes of this Agreement, the term “Affiliate” when used with respect to any party means any Person who is an “affiliate” of that party within the meaning of Rule 405 promulgated under the Securities Act. There are no registration rights, nor any rights agreements, “poison pill” anti-takeover plans or any other similar plans, agreements or understandings, to which the Company is a party or by which it or its property is bound with respect to any equity security of any class of the Company. (c) Section 6.2(c) of the Company Disclosure ScheduleLetter sets forth a complete and accurate list, as of the close of business on November 18, 2006, of: (i) all employee, director, consultant and other stock plans of the Company (“Company Stock Plans”), indicating for each Company Stock Plan, as of such date, the number of Company Shares issued under such plan, the number of Company Shares subject to outstanding options under such plan and the number of Company Shares reserved for future issuance under such plan; (ii) all outstanding Common Company Options and Company Stock-Based Awards, indicating with respect to each such Company Stock Option the name of the holder thereof, the Company Stock Plan under which it was granted, the number of Company Shares subject to such Company Option, the exercise price, the date of grant, and the vesting schedule, and (iii) all Company ESPPs, indicating for each Company ESPP, as of such date, the number of Company Shares issued under such plan, the aggregate employee contributions accumulated, as of November 18, 2006, with respect to the current offering period, the number of Company Shares subject to outstanding stock purchases under such plan and the number of Company Shares reserved for future issuance under such Company ESPP. The Company has made available to Parent complete and accurate copies of all Company Stock Plans, Company ESPPs and the forms of all stock option agreements evidencing Company Options and restricted stock purchase agreements. (d) All outstanding Company Shares are, and all Company Shares subject to issuance as specified in Sections 1.4 and 6.2(b), 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, paid and nonassessable and not subject to or issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the DGCL, the Restated Charter or Restated Bylaws or any agreement to which the Company is a party or is otherwise bound, and in each case free and clear of preemptive rights, rights of refusal or similar rights or limitationsany Lien. There are no outstanding bonds, debentures, notes or other obligations the holders of which have the right to vote (or convertible into or exercisable for securities having the right to vote) with the Company Stockholders on any matter. (e) There are no voting trusts or other agreements or understandings to which the Company is a party with respect to the voting of any of the capital stock of the Company. Other than as set forth on Section 6.2(e) of the Company Disclosure Letter, the Company is not obligated under any registration rights or similar agreements to register any shares of its Subsidiaries capital stock of the Company on behalf of any Person. (f) There are no obligations, contingent or otherwise, of the Company to repurchase, redeem or otherwise acquire any shares of Company Shares or other capital stock ofof the Company. (g) The Company does not have control directly or indirectly or has any direct or indirect equity participation or similar interest in any corporation, partnership, limited liability company, joint venture, trust or other equity interests inbusiness association or entity, other than securities in a publicly traded company held for investment by the CompanyCompany and consisting of less than 1% of the outstanding capital stock of such company. Except as set forth Each such investment is listed on Schedule 3.4 Section 6.2(g) 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 except as disclosed in any forms, reports, statements or schedules filed by a third party with the SEC, among any of the Company’s shareholders or between any of the 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 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 approval of the holders of the outstanding Options, the Company’s shareholders, or any other party to effect such acceleration, cancellation and termination except for the action of the Company Board described in Section 2.7Letter.

Capitalization of the Company. (a) The authorized capital stock of the Company consists solely of (a) 100,000,000 shares 1,727,250 shares, all of common stock, par value $0.0001 per sharewhich are designated as Company Common Stock, of which 21,165,145 (A) 100,000 shares were issued and outstanding are designated as of the date of this AgreementClass A Common Stock, (B) 1,400,000 shares are designated as Class B Common Stock, (C) 2,250 shares are designated as Class M Common Stock, and (bD) 2,000,000 225,000 shares of preferred stock, par value $0.0001 per share, 500,000 shares of which have been are designated as Series A Preferred Class N Common Stock, 333,333 of which were issued and outstanding as of the date of this Agreement. As of the date of this Agreement, there are 9,439 shares of Class A Common Stock issued and outstanding, 944,128 shares of Class B Common Stock issued and outstanding, 1,048.002 shares of Class M Common Stock issued and outstanding, and 118,000.854 shares of Class N Common Stock issued and outstanding. (ib) 1,086,712 All such issued and outstanding shares of capital stock of the Company, including the Company Common Shares were reserved for issuance pursuant to restricted stock awardsStock, (iix) 2,435,825 Common Shares were subject to outstanding Optionshave been duly authorized, (iiiy) 4,056,112 Common Shares are validly issued, fully-paid and non-assessable and (z) were reserved not offered, issued or granted in violation of any preemptive right, subscription right, right of first refusal or other similar right. (c) Except for issuance this Agreement and repurchase rights pursuant to the exercise of outstanding Warrants, and (iv) no Common Shares were held by the Company in its treasury. Except as set forth in Schedule 3.4 of the Company Disclosure ScheduleManagement Stock Plan, there are no outstanding options, warrants, rights, calls, subscriptions, convertible securities or other rights, or other agreements Contracts obligating the any Company Entity to issue, transfer transfer, sell, repurchase or sell redeem any shares of capital stock of, or other equity interests in, the Company. Except as set forth on Schedule 3.4 Equity Interests of the Company Disclosure ScheduleEntities (including, all issued and outstanding Common Shares are duly authorizedfor the avoidance of doubt, validly issued, fully paid, nonassessable and free of preemptive rights, rights of refusal or similar rights or limitations. There are no outstanding obligations of pursuant to 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 CompanyManagement Stock Plan). Except as set forth on Schedule 3.4 of the Company Disclosure Schedule and except for the Phantom 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 PurchaserPlan, there are no contractsoutstanding or authorized stock appreciation, commitments phantom 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) similar rights with respect to the Company’s actual knowledge. Other than the Company Stockholder Support Agreements, and except as disclosed there are no voting trusts, stockholder agreements, proxies or other Contracts, obligations or understandings in any forms, reports, statements or schedules filed by effect to which the Company is a third party with respect to the SECownership, among voting or transfer of any of the Company’s shareholders Equity Interests. The Company has no outstanding debt or between debt instruments providing for voting rights with respect to the Company to the holders thereof. There are no existing rights with respect to registration under the Securities Act of 1933, as amended, of any Equity Interests in the Company Entities. There are no preemptive or other similar rights or Liens on any Equity Interests of the Company Entities. (d) Set forth on Schedule 5.3(d) is a true and complete list of all loans which are outstanding as of the date hereof made by the Company to the Company Stockholder Debtors to fund such Company Stockholder Debtors’ purchase of Company Shares (together with any such loans made after the date hereof in compliance with Section 7.1, the “Company Stockholder Loans”), and the amount of principal outstanding under each such Company Stockholder Loan as of the date hereof. (e) As of the date hereof, the Company Common Stock is owned of record, in those amounts, and by those holders of Company capital stock, set forth on Schedule 5.3(e), and such ownership is free and clear of all Liens (other than restrictions under applicable securities Laws), which Company Common Stock represents all of the issued and outstanding capital stock of the Company’s shareholders . As of immediately prior to the Closing, the Company Common Stock is owned of record, in those amounts, and by those holders of Company capital stock, set forth on Schedule 5.3(e), excluding any Company Shares issued in connection with the Permitted M/N Option Grants and any third partyrepurchases or net exercises of Company Shares pursuant to the Management Stock Plan during the period between the date of this Agreement and the Closing, and such ownership is free and clear of all Liens (other than restrictions under applicable securities Laws). No Person other than the Company Stockholders listed on Schedule 5.3(e) is entitled to receive any payment or property in connection with the Merger in respect of any Company Shares or other Equity Interests of the Company. The Stock Option Plans Pro Rata Portions to be received by each Company Stockholder set forth in the Estimated Adjustment Statement shall be, as of the Closing Date, accurate and complete, and the agreements evidencing options granted thereunder do not prohibit calculations performed to compute the acceleration and cancellation of outstanding Options and information contained therein comply with the termination of the Stock Option Plans as contemplated by Section 2.7 applicable provisions of this Agreement, and do not require the consent or approval of the holders of the outstanding Options, the Company’s shareholders, or any other party to effect such acceleration, cancellation and termination except for the action of the Company Board described in Section 2.7.

Capitalization of the Company. (a) The authorized capital stock of the Company consists solely of (ai) 100,000,000 15,000,000 shares of common stock, par value of $0.0001 0.001 per share, of the Company, of which 21,165,145 7,686,789 shares were are issued and outstanding as of the date of this Agreement, Agreement and (bii) 2,000,000 2,423,711 shares of preferred stock, par value $0.0001 .001 per share, 500,000 of the Company, of which 2,342,265 shares of which have been designated as Series A Preferred Stock, 333,333 Stock are issued and outstanding. All of which were the issued and outstanding shares of Company Stock have been duly authorized and validly issued and are fully paid and nonassessable. Upon the consummation of the Closing, Concrete Parent will be the beneficial owner of the entire equity interest of the Company, free and clear of all Liens other than any restrictions on sales of securities under applicable securities Laws. (b) Schedule 4.6(b) sets forth, as of the date hereof, a true, correct and complete list of this Agreement. As each outstanding Option, including the name of the date holder of this Agreementeach such Option, the number of shares of Common Stock subject to each such Option, and the exercise price per share of each such Option. (c) Other than the outstanding Options and except as set forth on Schedule 4.6(c), the Company has no (i) 1,086,712 Common Shares were reserved outstanding options, warrants, rights or other securities convertible into or exchangeable or exercisable for issuance pursuant to restricted stock awardsshares of Company Stock, (ii) 2,435,825 Common Shares were subject to outstanding Optionsother commitments or agreements providing for the issuance of additional shares, the sale of treasury shares, or for the repurchase or redemption of shares of Company Stock, and (iii) 4,056,112 Common Shares were reserved for issuance pursuant to the exercise agreements of outstanding Warrants, and (iv) no Common Shares were held by the Company in its treasury. Except as set forth in Schedule 3.4 of the Company Disclosure Schedule, there are no options, warrants, calls, subscriptions, convertible securities or other rights, or other agreements obligating any kind which may obligate the Company to issue, transfer purchase, register for sale, redeem or sell otherwise acquire any shares of its capital stock of, or other equity interests in, the Companystock. Except for this Agreement and as set forth on Schedule 3.4 4.6(c), there is no voting trust, proxy or other agreement or understanding with respect to the voting of the shares of Company Stock. Other than the outstanding Options, there are no outstanding or authorized stock appreciation, phantom stock, profit participation or similar equity awards with respect to the Company. No holder of indebtedness of the Company Disclosure Schedule, all issued and outstanding Common Shares are duly authorized, validly issued, fully paid, nonassessable and free of preemptive rights, rights of refusal has any right to convert or similar rights or limitations. There are no outstanding obligations exchange such indebtedness for any equity securities 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 except as disclosed in any forms, reports, statements or schedules filed by a third party with the SEC, among any of the Company’s shareholders or between any of the 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 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 approval of the holders of the outstanding Options, the Company’s shareholders, or any other party to effect such acceleration, cancellation and termination except for the action of the Company Board described in Section 2.7Subsidiaries.

Capitalization of the Company. The (a) On the Closing Date, the authorized capital stock of the Company consists solely will consist of (a) 100,000,000 30,000,000 shares of common stock, par value $0.0001 per share, of which 21,165,145 shares were issued Common Stock and outstanding as of the date of this Agreement, and (b) 2,000,000 5,000,000 shares of preferred stock, $0.01 par value $0.0001 per sharevalue, 500,000 shares 381,654 of which have been are designated as 10% Convertible Series A Preferred Stock, 333,333 of which were issued and outstanding as of the date of this Agreement. As of the date of this Agreementhereof, (i) 1,086,712 5,412,135 shares of Common Shares were Stock are outstanding and no shares of preferred stock are outstanding, and (ii) 66,500 shares of Common Stock are reserved for issuance pursuant to restricted upon exercise of outstanding employee, officer and director stock awardsoptions and 2,549,336 shares of Common Stock are reserved for issuance upon exercise of outstanding options (excluding employee, officer and director stock options), warrants or conversion rights. All outstanding shares of capital stock of the Company have been validly issued and are fully paid and nonassessable, and no shares of capital stock of the Company are subject to, nor have any been issued in violation of, preemptive or similar rights. (b) Except as set forth above in subparagraph (a) of this Section 3.2, there are outstanding on the date hereof (i) no shares of capital stock or other voting securities of the Company; (ii) 2,435,825 Common Shares were subject to outstanding Options, no securities of the Company convertible into or exchangeable for shares of capital stock or other voting securities of the Company; (iii) 4,056,112 Common Shares were reserved no options or other rights to acquire from the Company, and no obligation of the Company to issue or sell, any shares of capital stock or other voting securities of the Company or any securities of the Company convertible into or exchangeable for issuance pursuant to the exercise of outstanding Warrants, such capital stock or voting securities; and (iv) no Common Shares were held by equity equivalents, interests in the Company in its treasury. Except as set forth in Schedule 3.4 of the Company Disclosure Schedule, there are no options, warrants, calls, subscriptions, convertible securities ownership or other rightsearnings, or other agreements obligating the Company similar rights of or with respect to issue, transfer or sell any shares of capital stock of, or other equity interests in, the Company. . (c) Except as set forth on Schedule 3.4 previously disclosed to the Investor, neither the execution of or Closing under this Agreement nor the Company Disclosure Schedule, all issued and outstanding Common Shares are duly authorized, validly issued, fully paid, nonassessable and free consummation of preemptive rights, rights of refusal or similar rights or limitations. There are no outstanding obligations of any other transaction currently contemplated by the Company or any of its Subsidiaries to repurchaseSubsidiaries, redeem will trigger or otherwise acquire cause any shares adjustment under any anti-dilution provisions or any other similar provisions contained in any agreement as currently in effect that have the effect 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 causing a decrease in any exercise price or among the Company conversion price in any security exercisable for or its Subsidiaries and any convertible into shares of its shareholdersCommon Stock (a "Common Stock Equivalent"), or (ii) to causing an increase in the Company’s actual knowledge, and except as disclosed in any forms, reports, statements number of shares of Common Stock that may be acquired upon conversion or schedules filed by exercise of a third party with the SEC, among any of the Company’s shareholders or between any of the Company’s shareholders and any third party. The Common Stock Option Plans and the agreements evidencing options granted thereunder do not prohibit the acceleration and cancellation of 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 approval of the holders of the outstanding Options, the Company’s shareholders, or any other party to effect such acceleration, cancellation and termination except for the action of the Company Board described in Section 2.7Equivalent.

Capitalization of the Company. (a) The authorized capital stock of the Company consists solely of (a) 100,000,000 7,682,424 shares of common stockClass A Common Stock, par value $0.0001 .01 per shareshare (the “Class A Stock”) and 6,062,913 shares of Class B Common Stock, par value $.01 per share (the “Class B Stock” and, together with the Class A Stock, the “Company Common Stock”) of which 21,165,145 7,532,424 shares were of Class A Stock and 3,418,654 shares of Class B Stock are issued and are outstanding on the date hereof. All of such issued and outstanding shares of Company Common Stock are held beneficially and of record by the Shareholders as of the date hereof. All 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 designated as Series A Preferred Stock, 333,333 of which were the issued and outstanding as shares of the date of this Agreement. As of the date of this AgreementCompany Common Stock have been duly authorized, (i) 1,086,712 Common Shares were reserved 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 Warrantsare validly issued and outstanding, and (iv) no Common Shares were held by the Company in its treasuryare fully paid and nonassessable. Except Other than as set forth in Schedule 3.4 the Company’s Articles of Incorporation and in the Company Disclosure ScheduleCompany’s Amended and Restated Shareholders Agreement, dated April 8, 2004, as amended (the “Company’s Shareholders Agreement”), there are no optionsoutstanding arrangements, warrants, calls, subscriptions, convertible securities or other rightsagreements, or commitments of any kind relating to the issuance, purchase, sale, redemption, repurchase, or transfer of the shares of Company Common Stock (other agreements obligating than this Agreement). Other than as set forth in the Company’s Articles of Incorporation and in the Company’s Shareholders Agreement, there are no outstanding arrangements, agreements, or commitments of any kind relating to the voting of the Company to issue, transfer or sell any shares of capital stock of, or other equity interests in, the CompanyCommon Stock. Except as set forth on Schedule 3.4 3.3(a), none of the shares of Company Disclosure Schedule, all Common Stock was issued and outstanding Common Shares are duly authorized, validly issued, fully paid, nonassessable and free of preemptive rights, rights of refusal or similar rights or limitations. There are no outstanding obligations in violation of the Company Securities Act or any of its Subsidiaries other law, rule or regulation. The Company does not own nor is it a party to repurchase, redeem or otherwise any agreement pursuant to which it could acquire any shares of capital stock of, equity securities or other securities of any Person or any direct or indirect equity interests in, the Company. or ownership interest in any other business. (b) 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 3.3(b), or as otherwise disclosed in connection with the Offer and the Merger at the request of Parent or PurchaserSection 3.3(c) hereof, there are no contracts, commitments or agreements relating to the voting, purchase or sale of Shares (i) between securities of the Company reserved for issuance for any purpose, (ii) agreements pursuant to which registration rights in the securities of the Company have been granted, (iii) shareholders’ agreements, whether written or verbal, among any current or former shareholders of the Company or its Subsidiaries and any (iv) statutory or contractual preemptive rights, rights of its shareholders, first refusal or (ii) similar rights with respect to the Company’s actual knowledge, and except as disclosed in any forms, reports, statements or schedules filed by a third party with the SEC, among any capital stock of the Company. (c) Schedule 3.3(c) sets forth the aggregate amount of cash to be paid on or before Closing to fully and completely terminate all Option Holder’s shareholders Convertible Options and any rights related thereto (the “Option Holder Cashout Amount”). The Company has provided to Buyer, as of May 3, 2005, a true, accurate and complete list of: all Option Holders, the number of shares represented by the Convertible Options held by each such Option Holder, the respective exercise prices thereof and the amount of cash to be paid on or between before Closing to fully and completely terminate such Option Holder’s Convertible Options and any rights related thereto. As of the Company’s shareholders Closing Date, there shall be no Option Holders and any third party. The Stock Option Plans and the agreements evidencing options granted thereunder do not prohibit the acceleration and cancellation of outstanding no Convertible 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 approval of the holders of the outstanding Options, the Company’s shareholders, or any other party to effect such acceleration, cancellation and termination except for the action of the Company Board described in Section 2.7shall exist.

Capitalization of the Company. 4.5.1. The authorized capital stock authorized, issued and outstanding Capital Stock of the Company as of the date hereof consists solely of (a) 100,000,000 50 million authorized shares of common stockClass A Common Stock, par value $0.0001 per share, 47,536,726 of which 21,165,145 shares were are issued and outstanding as of the date of this Agreementoutstanding, and (b) 2,000,000 100 million authorized shares of preferred stockClass B Common Stock, par value $0.0001 per share, 500,000 shares 30,800,803 of which have been designated as Series A Preferred Stock, 333,333 of which were are issued and outstanding and 8,397,274 of which are reserved for future issuance pursuant to outstanding Options. Section 4.5.1 of the Company Disclosure Letter sets a complete and correct list as of the date hereof of (i) each record holder of outstanding Shares and the number of Shares held by each such holder, and (ii) with respect to each Option that is outstanding, the holder of such Option, the number of shares of Class B Common Stock subject to such Option, the term of such Option, and the exercise price per share of such Option. The per share exercise price of each Option is not less than the fair market value of a share of Class B Common Stock on the date on which the grant of such Option was by its terms effective. Except as described in the first sentence of this Agreement. As Section 4.5.1, as of the date of this Agreement, (i) 1,086,712 Common Shares were reserved 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 held by the Company in its treasury. Except as set forth in Schedule 3.4 of the Company Disclosure Schedule, hereof there are no options, warrants, calls, subscriptions, convertible securities or other rights, or other agreements obligating the Company to issue, transfer or sell any outstanding shares of capital stock of, or other equity interests in, Capital Stock of the Company. Except as set forth on Schedule 3.4 in Section 4.5.1 of the Company Disclosure ScheduleLetter, all issued there are no outstanding warrants, options, contracts, convertible or exchangeable securities or other commitments (other than this Agreement) pursuant to which the Company is obligated to issue, sell, purchase, return or redeem any shares of capital stock or other securities of the Company as of the date hereof. There are no restrictions upon the voting or transfer of the Shares pursuant to the organizational documents of the Company or any agreement to which the Company is a party. All Capital Stock of the Company has been duly and outstanding Common Shares are duly authorized, validly authorized and is validly issued, fully paid, nonassessable and free non-assessable and was not issued in violation of any federal or state securities laws, or in violation of or subject to any preemptive rightsor similar right, rights purchase option, call or right of first refusal or similar rights or limitationsright. 4.5.2. There are no outstanding obligations Each Stockholder is a party to that certain Securityholder Agreement, dated as of the Company or any of its Subsidiaries to repurchaseJanuary 19, redeem or otherwise acquire any shares of capital stock of2012, or other equity interests in, by and among 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 contractsSQ Investco, commitments or agreements relating to the votingLLC, 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 except as disclosed in any forms, reports, statements or schedules filed by a third party with the SEC, among any holders of the Company’s shareholders securities, Xxxx Capital Fund X, L.P. and Xxxx Capital Venture Fund 2009, L.P. and FTP ST Investment LLC, pursuant to which, among other things, each Stockholder has agreed to (a) vote all Shares that such Stockholder owns or between any over which such Stockholder exercises voting power in favor of, and adopt, the transactions contemplated hereby and (b) execute and deliver all related documentation and take such other action in support of the Company’s shareholders transactions contemplated hereby as reasonably requested and (c) refrain from exercising any third party. The Stock Option Plans and dissenters’ rights or rights of appraisal under any applicable Legal Requirement with respect to the agreements evidencing options granted thereunder do not prohibit the acceleration and cancellation of outstanding Options and the termination of the Stock Option Plans as transactions contemplated by Section 2.7 of this Agreement, and do not require the consent or approval of the holders of the outstanding Options, the Company’s shareholders, or any other party to effect such acceleration, cancellation and termination except for the action of the Company Board described in Section 2.7hereby.

Capitalization of the Company. (a) The authorized capital stock of the Company consists solely of (a) 100,000,000 736,668 shares of common stock, no par value $0.0001 per share, of which 21,165,145 shares were issued and outstanding as of the date of this Agreement, and (b) 2,000,000 491,112 shares of preferred Class B common stock, $1.00 par value $0.0001 per share, 500,000 shares of which have been designated as Series A Preferred Stock, 333,333 of which were issued and outstanding as of the date of this Agreement. As of the date of this Agreement, (i) 1,086,712 Common 709,827 shares of common stock, no par value per share, and 85,100 shares of Class B common stock, $1.00 par value per share, were issued and outstanding, for a total of 794,927 Shares were reserved for issuance pursuant (not including the Change in Control Shares, which will be issued after the date of this Agreement and at or prior to restricted stock awards, the Effective Time); and (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 held in the treasury of Company or by the Company in its treasury. Except as set forth in Schedule 3.4 any of the Company Disclosure Schedule, there are no options, warrants, calls, subscriptions, convertible securities Subsidiaries or other rights, or other agreements obligating the Company to issue, transfer or sell any shares of capital stock of, or other equity interests in, the CompanyNonprofit Organizations. Except as set forth on Schedule 3.4 of the Company Disclosure Schedule, all issued and All outstanding Common Shares are duly authorized, validly issued, fully paidpaid and nonassessable, nonassessable and free are not subject to and were not issued in violation of any preemptive or similar rights, rights purchase option, call, right of first refusal or similar rights. Except for the Change in Control Shares to be issued after the date of this Agreement and prior to the Effective Time, there are no outstanding shares, options, warrants, calls, stock appreciation rights or limitations. 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) There are no outstanding obligations preemptive rights of any kind which obligate the Company, any Company Subsidiary or any Nonprofit Organization to issue or deliver any shares of capital stock or voting securities of the Company or any of its Subsidiaries securities or obligations convertible or exchangeable into or exercisable for, or giving any Person a right to repurchasesubscribe for or acquire from the Company, redeem any Company Subsidiary or otherwise acquire any Nonprofit Organization, any shares of capital stock of, or other equity interests in, voting securities of the Company. Except as set forth on Schedule 3.4 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 shareholders of the Company Disclosure Schedule and except for the Stock Option Plans and the agreements executed thereunder and on 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 except as disclosed in any forms, reports, statements or schedules filed by a third party with the SEC, among any of the Company’s shareholders or between any of the 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 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 approval of the holders of the outstanding Options, the Company’s shareholders, or any other party to effect such acceleration, cancellation and termination except for the action of the Company Board described in Section 2.7matter.

Capitalization of the Company. The authorized capital stock of the Company consists solely of (ai) 100,000,000 27,500,000 shares of common stock, par value $0.0001 per shareCommon Stock, of which 21,165,145 22,500,000 shares were issued are designated as Class A Common Stock and outstanding 5,000,000 shares are designated as of the date of this AgreementClass B Common Stock, and (bii) 2,000,000 1,000,000 shares of preferred stock, par value $0.0001 per share1.00, 500,000 of the Company (the "Preferred Stock"). As of November 22, 1998, (a) no shares of which have been designated as Series Preferred Stock were issued or outstanding, (b) 9,942,487 shares of Class A Preferred Stock, 333,333 of which Common Stock were issued and outstanding, (c) 1,420,700 shares of Class B Common Stock were issued and outstanding, and (d) 1,935,000 shares of Class A Common Stock were reserved for or subject to issuance upon the exercise of outstanding as Company Options or upon conversion of outstanding shares of Class B Common Stock. Schedule 3.6 sets forth a true and correct list of all outstanding options or warrants to purchase shares of any class or series of capital stock of the date Company (collectively, the "Company Options") and a true and correct list of each of the Company's stock option, incentive or other plans pursuant to which options or warrants to purchase capital stock of the Company may be issued (collectively, the "Existing Plans"). Except (1) as set forth in the second sentence of this Agreement. As Section 3.6, (2) shares of the date of this Agreement, Common Stock issued (i) 1,086,712 Common Shares were reserved 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, Company Options or (ii) on the conversion of outstanding shares of Class B Common Stock and (iv3) options granted under Existing Plans after the date hereof, on the Closing Date there will be no shares of Common Shares were held by the Company in its treasury. Except as set forth in Schedule 3.4 Stock or any other equity security of the Company Disclosure Schedule, issuable upon conversion or exchange of any security of the Company nor will there are no options, warrants, calls, subscriptions, convertible securities or other be any rights, options or warrants outstanding or other agreements obligating to acquire shares of capital stock of the Company nor will the Company be contractually obligated to issue, transfer or sell issue any shares of capital stock ofor to purchase, redeem or otherwise acquire any of its outstanding shares of capital stock. The Company has not created any "phantom stock," stock appreciation rights or other equity interests in, similar rights the value of which is related to or based upon the price or value of the Common Stock. None of the Company's outstanding debt or debt instruments provide voting rights with respect to the Company to the holders thereof. No stockholder of the Company or other Person is entitled to any preemptive or similar rights to subscribe for shares of capital stock of the Company. Except as set forth on Schedule 3.4 All of the Company Disclosure Schedule, all issued and outstanding shares of Common Stock are, and the Purchased Shares are (when issued hereunder) after payment of the purchase price therefor to the Company, will be, duly authorized, validly issued, fully paid, nonassessable nonassessable, and free and clear of preemptive rights, rights of refusal or similar rights or limitations. There are no outstanding obligations of all Liens (other than any such Liens imposed by the Company Purchasers or any of its Subsidiaries to repurchase, redeem or otherwise acquire any shares of capital stock of, or other equity interests in, the Companytheir creditors). Except as set forth on Schedule 3.4 of 3.6 hereto, the Company Disclosure Schedule and except for has not granted to any Person 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 right to demand or 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 that the Company effect a registration under the Securities Act of any securities held by such Person or its Subsidiaries and to include any securities of its shareholders, or (ii) to such Person in any such registration by the Company’s actual knowledge, and except as disclosed in any forms, reports, statements or schedules filed by a third party with the SEC, among any of the Company’s shareholders or between any of the 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 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 approval of the holders of the outstanding Options, the Company’s shareholders, or any other party to effect such acceleration, cancellation and termination except for the action of the Company Board described in Section 2.7.

Capitalization of the Company. The authorized capital stock of the Company consists solely of (a) 100,000,000 shares As of common stockthe date hereof, par value $0.0001 per share, of which 21,165,145 shares were there are issued and outstanding as (a) 210,994,205 shares of the date Series A Stock, (b) 178,138,463 shares of this AgreementSeries B Stock, and (bc) 2,000,000 40,898,189 shares of preferred stock, par value $0.0001 per share, 500,000 shares of which have been designated as Series A Preferred Common Stock, 333,333 of which were issued and outstanding as of the date of this Agreement. As of the date hereof 210,994,205 shares of this AgreementCommon Stock are issuable upon conversion of all outstanding shares of Series A Stock, (i) 1,086,712 178,138,463 shares of Common Shares were reserved for issuance Stock are issuable upon conversion of all outstanding shares of Series B Stock, 5,377,488 shares of Common Stock are issuable upon exercise of the Warrant and 11,604,520 shares of Common Stock are issuable upon exercise of all outstanding Company Options. Each Company Option was granted under the Stock Plan. All of the outstanding shares of Company Stock are, and all of the shares of Common Stock that may be issued upon conversion of the Series A Stock or Series B Stock or upon exercise of the Warrant or pursuant to restricted outstanding Company Options will, when issued, be, duly authorized, validly issued, fully paid and nonassessable. The Company does not hold any shares of its capital 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 held by the Company in its treasury. (b) Except as reflected on the Transaction Schedule, there are no Equity Participations of the Company. Except for the Company Stock, Company Options, Company Warrants and except as set forth in Schedule 3.4 Section 4.03(b) of the Company Disclosure Schedule, there are no optionsis no: (i) Contract with respect to the issuance, warrantssale or transfer of Equity Participations of the Company; (ii) Contracts with respect to the voting of any capital stock of the Company; (iii) preemptive right, callsright of participation, subscriptions, convertible securities right of maintenance or other rights, or other agreements obligating any similar right with respect to the Equity Participations of the Company; (iv) Equity Participation of the Company that is subject to issue, transfer any right of first refusal or sell any shares of capital stock similar right; or (v) Contract relating to the voting or registration of, or other equity interests inrestricting any Person from purchasing, selling, pledging or otherwise disposing of (or granting any option or similar right with respect to), any Equity Participation of the Company. Except as set forth on Schedule 3.4 of the . (c) There is no Contract requiring an Acquired Company Disclosure Schedule, all issued and outstanding Common Shares are duly authorized, validly issued, fully paid, nonassessable and free 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 Equity Participations of capital stock ofanother Entity or to provide funds to, or other equity interests make any investment (in the form of a loan, capital contribution or otherwise) in, any Person. All outstanding Equity Participations of the Company. Acquired Companies have been issued and granted in compliance with (i) all applicable Laws and (ii) all requirements set forth in applicable Contracts of the issuer. (d) Except as set forth on Schedule 3.4 in Section 4.03(d) of the Company Disclosure Schedule and except for Schedule, none of the Stock Option Plans and Acquired Companies has ever repurchased, redeemed or otherwise reacquired any of its Equity Participations. All securities so reacquired by the agreements executed thereunder and Company or any support agreements entered into other Acquired Company were reacquired in connection compliance 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 applicable Law, and any of its shareholders, or (ii) to the all requirements set forth in applicable Contracts of such Acquired Company’s actual knowledge, and except as disclosed in any forms, reports, statements or schedules filed by a third party with the SEC, among any of the Company’s shareholders or between any of the 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 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 approval of the holders of the outstanding Options, the Company’s shareholders, or any other party to effect such acceleration, cancellation and termination except for the action of the Company Board described in Section 2.7.

Capitalization of the Company. The authorized capital stock of the Company consists solely of (a) 100,000,000 shares of common stock, par value $0.0001 per share, of which 21,165,145 shares were issued and 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 designated as Series A Preferred Stock, 333,333 of which were issued and outstanding as of the date of this Agreement. As of the date of this Agreement, the authorized share capital of the Company is NT$1,000,000,000, consisting of 100,000,000 common shares, each with a par value of NT$10 per share (the “Company Common Shares”) among which 54,554,395 common shares are issued and outstanding as of the execution of this Agreement and a capitalization table of the Company as of the date of this Agreement is set forth in Exhibit C. All of the issued and outstanding Company Common Shares: (i) 1,086,712 Common Shares were reserved for issuance pursuant to restricted stock awards, have been duly authorized and validly issued and are fully paid and non-assessable; (ii) 2,435,825 Common Shares were subject to outstanding Optionshave been offered, sold and issued in compliance with applicable Law, and all requirements set forth in (A) the Governing Documents of the Company and (B) any other applicable Contracts governing the issuance of such securities; and (iii) 4,056,112 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. The Company Common Shares were reserved for issuance pursuant to the exercise of outstanding Warrants, and (iv) no Common Shares were held by directors of the Company in its treasury. are free and clear of any Liens other than Permitted Liens. (b) As of the date of this Agreement and Closing Date, the Group does not have any employee incentive plan and no Options are issued or outstanding. (c) Except as set forth in Schedule 3.4 of the Company Disclosure ScheduleSection 5.7(a), there are (i) no options, warrants, calls, subscriptions, convertible securities or other rights, or other agreements obligating the Company to issue, transfer or sell any outstanding shares of capital stock share or share capital of, or other equity interests or voting interest in, the Company. Except as set forth on Schedule 3.4 , (ii) no outstanding securities of the Company Disclosure Schedule, all issued and outstanding Common Shares are duly authorized, validly issued, fully paid, nonassessable and free of preemptive rights, rights of refusal (including debt securities) convertible into 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 exchangeable for shares of capital stock share or share capital of, or other equity interests or voting interest in, the Company. Except as set forth on Schedule 3.4 , (iii) no outstanding options, warrants, rights or other commitments or agreements to acquire from the Company, or that obligate the Company to issue or register, or that restrict the transfer or voting of, any capital share or share capital of, or other equity or voting interest in, or any securities convertible into or exchangeable for shares of capital share or share capital of, or other equity or voting interest in, the Company, (iv) no obligations of the Company Disclosure Schedule to grant, extend or enter into any subscription, warrant, right, convertible or exchangeable security or other similar agreement or commitment relating to any capital share or share capital of, or other equity or voting interest (including any voting debt) in, the Company (the items in clauses (i), (ii), (iii) and except for the Stock Option Plans and the agreements executed thereunder and any support agreements entered into in connection (iv), together 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 except as disclosed in any forms, reports, statements or schedules filed by a third party with the SEC, among any share capital of the Company’s shareholders , being referred to collectively as “Securities”), (v) no calls, subscriptions, preemptive rights, Contracts, agreements, arrangements, voting trusts, proxies, understandings or between other commitments of any kind for the purchase or issuance of Securities, (vi) no “phantom shares” or similar obligations of the Company’s shareholders and , (vii) no Contracts requiring the Company to acquire any third party. The Stock Option Plans and the agreements evidencing options granted thereunder do not prohibit the acceleration and cancellation equity interest of outstanding Options and the termination of the Stock Option Plans as contemplated by Section 2.7 of this Agreementany other Person, and do not require (viii) no other obligations by the consent Company to make any payments based on the price or approval value of the holders of the outstanding Optionsany Securities or dividends paid thereon or revenues, the Company’s shareholders, earnings or financial performance or any other party to effect such acceleration, cancellation and termination except for the action attribute of the Company Board described in Section 2.7Company. (d) Each holder or beneficial owner of the Securities has complied with all applicable Laws and have acquired other necessary Permits by Governmental Authority for their investment into or holding such Securities.

Capitalization of the Company. (a) The authorized share capital stock of the Company consists solely of (a) 100,000,000 shares of common stock, par value is $0.0001 per share100,000 divided into 1,000,000,000 shares, of which 21,165,145 (x) 600,000,000 are designated as ordinary shares of $0.0001 par value per share and (y) 400,000,000 are designated as undesignated shares of $0.0001 par value per share. As of the close of business in New York City on December 19, 2023 (the “Capitalization Date”): (i) 482,861,887 Shares were issued and 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 designated as Series A Preferred Stock, 333,333 of which were issued and outstanding as of the date of this Agreement. As of the date of this Agreement, (i) 1,086,712 Common no Shares were reserved 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 are held by the Company in its treasury; (ii) 4,416,684 Shares were available for issuance pursuant to the Company Share Plans; (iii) Company Options to acquire 13,898,525 Shares upon exercise were issued and outstanding; (iv) Company RSUs covering 1,113,570 Shares upon settlement were issued and outstanding; and. (v) Company Warrants to purchase 44,802,870 Shares were outstanding. Except as set forth in Schedule 3.4 Section 3.3(a) hereof, as of the Company Disclosure ScheduleCapitalization Date, there are no options, warrants, calls, subscriptions, convertible securities or other rights, or other agreements obligating the Company to issue, transfer or sell any shares issued and outstanding Equity Securities of capital stock of, or other equity interests in, the Company. Except as set forth From the close of business New York City time on Schedule 3.4 the Capitalization Date until the date of this Agreement, the Company has not issued or granted any Shares or other Equity Securities of the Company, except for issuances of Shares upon the exercise of Company Disclosure ScheduleOptions, all the settlement of Company RSUs or the exercise of Company Warrants, in each case, outstanding as of the close of business New York City time on the Capitalization Date, in accordance with their respective terms. (b) All issued and outstanding Common Shares are not subject to, and were not issued in violation of, any preemptive rights, purchase options, call or right of first refusal or similar rights. There are no accrued and unpaid dividends with respect to any outstanding Shares. All issued and outstanding Shares are duly authorized, validly issued, fully paid, nonassessable paid and free of preemptive rights, rights of refusal or similar rights or limitations. There are no outstanding obligations non-assessable. (c) Section 3.3(c) of the Company Disclosure Letter sets forth a true, correct and complete list, as of the Capitalization Date, of all outstanding Company Equity Awards, including, with respect to each such Company Equity Award, (i) the number of Shares issuable upon exercise or settlement thereof, (ii) the exercise price with respect thereto (if applicable), (iii) the applicable grant date and expiration date thereof and the vesting schedule with respect thereto, and (iv) the Company Share Plan under which the Company Equity Award was granted. The Company has made available to Parent copies of all Company Share Plans and the forms of all equity award agreements evidencing Company Options and Company RSUs and no Company Option agreement or Company RSU agreement materially deviates from such forms. Each outstanding Company Equity Award (A) was granted in compliance with all applicable Laws, (B) was granted in all material respects in accordance with the terms of the Company Share Plans and the Company’s applicable form of award agreement provided to Parent prior to the date hereof, and (C) is exempt from Section 409A of the Code. The treatment of Company Equity Awards under this Agreement does not violate in any material respect the terms of any Company Share Plan or any other Contract governing the terms of its Subsidiaries any Company Equity Awards. (d) Except as set forth in Section 3.3(a) hereof, as of the date of this Agreement, there are (i) no voting trusts, proxies or similar arrangements to which the Company is party or by which the Company is bound with respect to the voting of any share capital of, or other equity or voting interest in, the Company; and (ii) no obligations or binding commitments of any character restricting the transfer of any share capital of, or other equity or voting interest in, the Company to which the Company is party or by which it is bound. The Company is not a party to any Contract that obligates it to repurchase, redeem or otherwise acquire any shares Equity Securities of capital stock of, or other equity interests in, the Company. Except as set forth on Schedule 3.4 of the The Company Disclosure Schedule and except for the Stock Option Plans and the agreements executed thereunder and any support agreements entered into does not have a shareholder rights plan 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 except as disclosed in any forms, reports, statements or schedules filed by a third party with the SEC, among any of the Company’s shareholders or between any of the 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 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 approval of the holders of the outstanding Options, the Company’s shareholders, or any other party to effect such acceleration, cancellation and termination except for the action of the Company Board described in Section 2.7effect.