Common use of Capitalization Clause in Contracts

Capitalization. The capitalization of the Company is as set forth on Schedule 3.1(g). Except as provided in Schedule 3.1(g), the Company has not issued any capital stock since its most recently filed periodic report under the Exchange Act, other than pursuant to the exercise of employee stock options under the Company’s equity compensation plans, the issuance of shares of Common Stock to employees pursuant to the Company’s equity compensation plans and pursuant to the conversion and/or exercise of Common Stock Equivalents outstanding as of the date of the most recently filed periodic report under the Exchange Act. Except as provided in Schedule 3.1(g), no Person has any right of first refusal, preemptive right, right of participation, or any similar right to participate in the transactions contemplated by the Transaction Documents. Except as a result of the purchase and sale of the Securities and except as set forth on Schedule 3.1(g), there are no outstanding options, warrants, scrip rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities, rights or obligations convertible into or exercisable or exchangeable for, or giving any Person any right to subscribe for or acquire, any shares of Common Stock, or contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to issue additional shares of Common Stock or Common Stock Equivalents. Except as set forth on Schedule 3.1(g), the issuance and sale of the Securities will not obligate the Company to issue shares of Common Stock or other securities to any Person (other than the Purchasers) and will not result in a right of any holder of Company securities to adjust the exercise, conversion, exchange or reset price under any of such securities. All of the outstanding shares of capital stock of the Company are duly authorized, validly issued, fully paid and nonassessable, have been issued in compliance with all federal and state securities laws, and none of such outstanding shares was issued in violation of any preemptive rights or similar rights to subscribe for or purchase securities. No further approval or authorization of any stockholder, the Board of Directors or others is required for the issuance and sale of the Securities. There are no stockholders agreements, voting agreements or other similar agreements with respect to the Company’s capital stock to which the Company is a party or, to the knowledge of the Company, between or among any of the Company’s stockholders.

Capitalization. The capitalization of the Company is as set forth on Schedule 3.1(g). Except as provided in Schedule 3.1(g), the The Company has not issued any capital stock since its most recently filed periodic report under the Exchange Act, other than pursuant to the exercise of employee stock options under the Company’s equity compensation plans, the issuance of shares of Common Stock to employees pursuant to the Company’s equity compensation stock option plans and pursuant to the conversion and/or or exercise of securities exercisable, exchangeable or convertible into Common Stock Equivalents outstanding as of the date of the most recently filed periodic report under the Exchange Act(“Common Stock Equivalents”). Except as provided in Schedule 3.1(g), no No Person has any right of first refusal, preemptive right, right of participation, or any similar right to participate in the transactions contemplated by the Transaction Documents. Except as a result of the purchase and sale of the Securities and except as set forth on Schedule 3.1(g)Shares, there are no outstanding options, warrants, scrip script rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities, rights or obligations convertible into or exercisable or exchangeable for, or giving any Person any right to subscribe for or acquire, any shares of Common Stock, or contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to issue additional shares of Common Stock or Common Stock Equivalents. Except as set forth on Schedule 3.1(g), the The issuance and sale of the Securities Shares will not obligate the Company to issue shares of Common Stock or other securities to any Person (other than the Purchasers) and will not result in a right of any holder of Company securities to adjust the exercise, conversion, exchange or reset price under any of such securities. All of the outstanding shares of capital stock of the Company are duly authorized, validly issued, fully paid and nonassessable, have been issued in compliance with all federal and state securities laws, and none of such outstanding shares was issued in violation of any preemptive rights or similar rights to subscribe for or purchase securities. No further approval or authorization of any stockholder, the Board of Directors of the Company or others is required for the issuance and sale of the SecuritiesShares. There are no stockholders agreements, voting agreements or other similar agreements with respect to the Company’s capital stock to which the Company is a party or, to the knowledge of the Company, between or among any of the Company’s stockholders.

Capitalization. The capitalization of the Company is as set forth on Schedule 3.1(g). Except as provided in , which Schedule 3.1(g)) shall also include the number of shares of Common Stock owned beneficially, and of record, by Affiliates of the Company as of the date hereof. The Company has not issued any capital stock since its most recently filed periodic report under the Exchange Act, other than pursuant to the exercise of employee stock options under the Company’s equity compensation stock option plans, the issuance of shares of Common Stock to employees pursuant to the Company’s equity compensation plans employee stock purchase plan and pursuant to the conversion and/or or exercise of Common Stock Equivalents outstanding as of the date of the most recently filed periodic report under the Exchange Act. Except as provided in set forth on Schedule 3.1(g), no Person has any right of first refusal, preemptive right, right of participation, or any similar right to participate in the transactions contemplated by the Transaction Documents. Except as set forth on Schedule 3.1(g), as a result of the purchase and sale of the Securities and except as set forth on Schedule 3.1(g)Securities, there are no outstanding options, warrants, scrip rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities, rights or obligations convertible into or exercisable or exchangeable for, or giving any Person any right to subscribe for or acquire, any shares of Common Stock, or contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to issue additional shares of Common Stock or Common Stock Equivalents. Except as set forth on Schedule 3.1(g), the issuance and sale of the Securities will not obligate the Company to issue shares of Common Stock or other securities to any Person (other than the Purchasers) and will not result in a right of any holder of Company securities to adjust the exercise, conversion, exchange or reset price under any of such securities. All of the outstanding shares of capital stock of the Company are duly authorized, validly issued, fully paid and nonassessable, have been issued in compliance with all federal and state securities laws, and none of such outstanding shares was issued in violation of any preemptive rights or similar rights to subscribe for or purchase securities. No further approval or authorization of any stockholder, the Board of Directors of the Company or others is required for the issuance and sale of the Securities. There are no stockholders agreements, voting agreements or other similar agreements with respect to the Company’s capital stock to which the Company is a party or, to the knowledge of the Company, between or among any of the Company’s stockholders.

Capitalization. The capitalization of the Company as of the date hereof is as set forth on Schedule 3.1(g3.1(h). Except as provided in set forth on Schedule 3.1(g3.1(h), the Company has not issued any capital stock since its most recently filed periodic report under the Exchange Act, other than pursuant to the exercise of employee stock options under the Company’s equity compensation stock option plans, the issuance of shares of Common Stock to employees pursuant to the Company’s equity compensation employee stock purchase plans and pursuant to the conversion and/or exercise of Common Stock Equivalents outstanding as of the date of the most recently filed periodic report under the Exchange Act. Except as provided in Schedule 3.1(g), no No Person other than the Representative has any right of first refusal, preemptive right, right of participation, or any similar right to participate in the transactions contemplated by the Transaction Documents, except such rights which have been waived prior to the date hereof. Except as a result of the purchase and sale of the Securities and except or as set forth on Schedule 3.1(g3.1(h), there are no outstanding options, warrants, scrip rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities, rights or obligations convertible into or exercisable or exchangeable for, or giving any Person any right to subscribe for or acquire, any shares of Common StockStock or the capital stock of any Subsidiary, or contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to issue additional shares of Common Stock or Common Stock EquivalentsEquivalents or the capital stock of any Subsidiary. Except as set forth disclosed on Schedule 3.1(g)the Registration Statement, the issuance and sale of the Securities will not obligate the Company or any Subsidiary to issue shares of Common Stock or other securities to any Person (other than the Purchasers) Underwriters). There are no outstanding securities or instruments of the Company or any Subsidiary that contain any redemption or similar provisions, and will there are no contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to redeem a security of the Company or such Subsidiary. Except as disclosed on the Registration Statement, the Company does not result in a right of have any holder of Company securities to adjust the exercise, conversion, exchange stock appreciation rights or reset price under “phantom stock” plans or agreements or any of such securitiessimilar plan or agreement. All of the outstanding shares of capital stock of the Company are duly authorized, validly issued, fully paid and nonassessable, have been issued in compliance with all federal and state securities lawsand other laws or the applicable statute of limitations has expired, and none of such outstanding shares was issued in violation of any preemptive rights or similar rights to subscribe for or purchase securities. All of the securities of the Company have been duly authorized and validly issued in accordance with all requisite laws. The authorized shares of the Company conform in all material respects to all statements relating thereto contained in the Registration Statement, the General Disclosure Package and the Prospectus. The offers and sales of the Company’s securities were at all relevant times either registered under the Securities Act and the applicable state securities or Blue Sky laws or, based in part on the representations and warranties of the purchasers, exempt from such registration requirements or the applicable statute of limitations has expired. No further approval or authorization of any stockholder, the Board of Directors or others is required for the issuance and sale of the Securities. There are no stockholders agreements, voting agreements or other similar agreements with respect to the Company’s capital stock to which the Company is a party or, to the knowledge of the Company, between or among any of the Company’s stockholders.

Capitalization. The capitalization of the Company as of the date hereof is as set forth on Schedule 3.1(g), which Schedule 3.1(g) shall also include the number of Ordinary Shares owned beneficially, and of record, by Affiliates of the Company as of the date hereof. Except as provided in set forth on Schedule 3.1(g), the Company has not issued any capital stock since its most recently filed periodic report under the Exchange Act, other than pursuant to the exercise of employee stock options under the Company’s equity compensation stock option plans, the issuance of shares of Common Stock Ordinary Shares, Ordinary Share Equivalents or ADSs to employees pursuant to the Company’s equity compensation employee stock purchase plans and pursuant to the conversion and/or exercise of Common Stock Ordinary Share Equivalents outstanding as of the date of the most recently filed periodic report under the Exchange Actoutstanding. Except as provided in set forth on Schedule 3.1(g), no Person has any right of first refusal, preemptive right, right of participation, or any similar right to participate in the transactions contemplated by the Transaction Documents. Except as set forth on Schedule 3.1(g) and as a result of the purchase and sale of the Securities and except as set forth on Schedule 3.1(g)Securities, there are no outstanding options, warrants, scrip rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities, rights or obligations convertible into or exercisable or exchangeable for, or giving any Person any right to subscribe for or acquire, any shares of Common StockADSs, Ordinary Shares, 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 ADSs, Ordinary Shares or Common Stock Ordinary Share Equivalents. Except as set forth on Schedule 3.1(g), the issuance and sale of the Securities will not obligate the Company to issue shares of Common Stock ADSs or Ordinary Shares or other securities to any Person (other than the Purchasers) and will not result in a right of any holder of Company securities to adjust the exercise, conversion, exchange or reset price under any of such securities. There are no outstanding securities or instruments of the Company or any Subsidiary that contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to redeem a security of the Company or such Subsidiary. The Company does not have any stock appreciation rights or “phantom stock” plans or agreements or any similar plan or agreement. All of the outstanding shares of capital stock of the Company are duly authorized, validly issued, fully paid and nonassessable, have been issued in compliance with all federal and state securities lawslaws where applicable, and none of such outstanding shares was issued in violation of any preemptive rights or similar rights to subscribe for or purchase securities. No Except for the Required Approvals, no further approval or authorization of any stockholder, the Board of Directors or others is required for the issuance and sale of the Securities. There are no stockholders agreements, voting agreements or other similar agreements with respect to the Company’s capital stock to which the Company is a party or, to the knowledge of the Company, between or among any of the Company’s stockholders.

Capitalization. The capitalization of the Company as of the date hereof is as set forth on Schedule 3.1(g). Except as provided in , which Schedule 3.1(g), ) shall also include the Company has not issued any capital stock since its most recently filed periodic report under the Exchange Act, other than pursuant to the exercise of employee stock options under the Company’s equity compensation plans, the issuance number of shares of Common Stock to employees pursuant to owned beneficially, and of record, by Affiliates of the Company’s equity compensation plans and pursuant to the conversion and/or exercise of Common Stock Equivalents outstanding Company as of the date of the most recently filed periodic report under the Exchange Acthereof. Except as provided in Schedule 3.1(g), no No Person has any right of first refusal, preemptive right, right of participation, or any similar right to participate in the transactions contemplated by the Transaction Documents. Except as a result of the purchase and sale of the Securities and except as set forth on Schedule 3.1(g)in the SEC Reports, there are no outstanding options, warrants, scrip rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities, rights or obligations convertible into or exercisable or exchangeable for, or giving any Person any right to subscribe for or acquire, any shares of Common StockStock or the capital stock of any Subsidiary, or contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to issue additional shares of Common Stock or Common Stock EquivalentsEquivalents or capital stock of any Subsidiary. Except as set forth on Schedule 3.1(g), the The issuance and sale of the Securities will not obligate the Company or any Subsidiary to issue shares of Common Stock or other securities to any Person (other than the Purchasers) and will not result in a right ). There are no outstanding securities or instruments of the Company or any holder of Company securities to adjust Subsidiary with any provision that adjusts the exercise, conversion, exchange or reset price under any of such securitiessecurity or instrument upon an issuance of securities by the Company or any Subsidiary. Except as set forth in the SEC Reports, there are no outstanding securities or instruments of the Company or any Subsidiary that contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to redeem a security of the Company or such Subsidiary. The Company does not have any stock appreciation rights or “phantom stock” plans or agreements or any similar plan or agreement. All of the outstanding shares of capital stock of the Company are duly authorized, validly issued, fully paid and nonassessable, have been issued in compliance with all federal and state securities laws, and none of such outstanding shares was issued in violation of any preemptive rights or similar rights to subscribe for or purchase securities. No Other than the Required Approvals, no further approval or authorization of any stockholder, the Board of Directors or others is required for the issuance and sale of the Securities. There are no stockholders agreements, voting agreements or other similar agreements with respect to the Company’s capital stock to which the Company is a party or, to the knowledge of the Company, between or among any of the Company’s stockholders.

Capitalization. The capitalization of the Company as of the date hereof is as set forth on Schedule 3.1(g), which Schedule 3.1(g) shall also include the number of shares of Common Stock owned beneficially, and of record, by Affiliates of the Company as of the date hereof. Except as provided in set forth on Schedule 3.1(g), the Company has not issued any capital stock since its most recently filed periodic report under the Exchange Act, other than pursuant to the exercise of employee stock options under the Company’s equity compensation stock option plans, the issuance of shares of Common Stock to employees pursuant to the Company’s equity compensation employee stock purchase plans and pursuant to the conversion and/or exercise of Common Stock Equivalents outstanding as of the date of the most recently filed periodic report under the Exchange Act. Except as provided in Schedule 3.1(g), no No Person has any right of first refusal, preemptive right, right of participation, or any similar right to participate in the transactions contemplated by the Transaction Documents. Except as set forth on Schedule 3.1(g) and as a result of the purchase and sale of the Securities and except as set forth on Schedule 3.1(g)Securities, there are no outstanding options, warrants, scrip rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities, rights or obligations convertible into or exercisable or exchangeable for, or giving any Person any right to subscribe for or acquire, any shares of Common Stock, or contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to issue additional shares of Common Stock or Common Stock Equivalents. Except as set forth on Schedule 3.1(g), the issuance and sale of the Securities will not obligate the Company to issue shares of Common Stock or other securities to any Person (other than the Purchasers) and will not result in a right of any holder of Company securities to adjust the exercise, conversion, exchange or reset price under any of such securities. Except as set forth on Schedule 3.1(g), there are no outstanding securities or instruments of the Company that contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company is or may become bound to redeem a security of the Company. The Company does not have any stock appreciation rights or “phantom stock” plans or agreements or any similar plan or agreement. All of the outstanding shares of capital stock of the Company are duly authorized, validly issued, fully paid and nonassessable, have been issued in compliance with all federal and state securities laws, and none of such outstanding shares was issued in violation of any preemptive rights or similar rights to subscribe for or purchase securities. No further approval or authorization of any stockholder, the Board of Directors or others is required for the issuance and sale of the Securities. There Except as set forth on Schedule 3.1(g), there are no stockholders agreements, voting agreements or other similar agreements with respect to the Company’s capital stock to which the Company is a party or, to the knowledge of the Company, between or among any of the Company’s stockholders.

Capitalization. The capitalization of the Company as of the date hereof is as set forth on Schedule 3.1(g). Except as provided in Schedule 3.1(g), the The Company has not issued any capital stock since its most recently filed periodic report under the Exchange Act, other than pursuant to the exercise of employee stock options under the Company’s equity compensation stock option plans, the issuance of shares of Common Stock to employees pursuant to the Company’s equity compensation employee stock purchase plans and pursuant to the conversion and/or exercise of Common Stock Equivalents outstanding as of the date of the most recently filed periodic report under the Exchange Act. Except as provided in set forth on Schedule 3.1(g), no Person has any right of first refusal, preemptive right, right of participation, or any similar right to participate in the transactions contemplated by the Transaction Documents. Except as a result of the purchase and sale of the Securities and except as set forth on Schedule 3.1(g)Securities, there are no outstanding options, warrants, scrip rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities, rights or obligations convertible into or exercisable or exchangeable for, or giving any Person any right to subscribe for or acquire, any shares of Common StockStock or the capital stock of any Subsidiary, or contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to issue additional shares of Common Stock or Common Stock EquivalentsEquivalents or capital stock of any Subsidiary. Except as set forth on Schedule 3.1(g), the issuance and sale of the Securities will not obligate the Company or any Subsidiary to issue shares of Common Stock or other securities to any Person (other than the Purchasers) and will not result in a right ). There are no outstanding securities or instruments of the Company or any holder of Company securities to adjust Subsidiary with any provision that adjusts the exercise, conversion, exchange or reset price under any of such securitiessecurity or instrument upon an issuance of securities by the Company or any Subsidiary. Except as set forth on Schedule 3.1(g), there are no outstanding securities or instruments of the Company or any Subsidiary that contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to redeem a security of the Company or such Subsidiary. The Company does not have any stock appreciation rights or “phantom stock” plans or agreements or any similar plan or agreement. All of the outstanding shares of capital stock of the Company are duly authorized, validly issued, fully paid and nonassessable, have been issued in compliance with all federal and state securities laws, and none of such outstanding shares was issued in violation of any preemptive rights or similar rights to subscribe for or purchase securities. No further approval or authorization of any stockholder, the Board of Directors or others is required for the issuance and sale of the Securities. There are no stockholders agreements, voting agreements or other similar agreements with respect to the Company’s capital stock to which the Company is a party or, to the knowledge of the Company, between or among any of the Company’s stockholders.

Capitalization. The capitalization of the Company is as set forth on Schedule 3.1(g). Except as provided in , which Schedule 3.1(g)) shall also include the number of shares of Common Stock owned beneficially, and of record, by Affiliates of the Company as of the date hereof. The Company has not issued any capital stock since its most recently filed periodic report under the Exchange Act, other than pursuant to the exercise of employee stock options under the Company’s equity compensation stock option plans, those issuance found on Schdule A the issuance of shares of Common Stock to employees pursuant to the Company’s equity compensation employee stock purchase plans and pursuant to the conversion and/or exercise of Common Stock Equivalents outstanding as of the date of the most recently filed periodic report under the Exchange Act. Except as provided in Schedule 3.1(g), no No Person has any right of first refusal, preemptive right, right of participation, or any similar right to participate in the transactions contemplated by the Transaction Documents. Except as a result of the purchase and sale of the Securities and except as set forth on Schedule 3.1(g)Securities, there are no outstanding options, warrants, scrip rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities, rights or obligations convertible into or exercisable or exchangeable for, or giving any Person any right to subscribe for or acquire, acquire any shares of Common Stock, or contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to issue additional shares of Common Stock or Common Stock Equivalents. Except as set forth on Schedule 3.1(g), the The issuance and sale of the Securities will not obligate the Company to issue shares of Common Stock or other securities to any Person (other than the Purchasers) and will not result in a right of any holder of Company securities to adjust the exercise, conversion, exchange or reset price under any of such securities. All of the outstanding shares of capital stock of the Company are duly authorized, validly issued, fully paid and nonassessable, have been issued in compliance with all federal and state securities laws, and none of such outstanding shares was issued in violation of any preemptive rights or similar rights to subscribe for or purchase securities. No further approval or authorization of any stockholder, the Board of Directors or others is required for the issuance and sale of the Securities. There are no stockholders agreements, voting agreements or other similar agreements with respect to the Company’s capital stock to which the Company is a party or, to the knowledge of the Company, between or among any of the Company’s stockholders.

Capitalization. The capitalization of the Company is as set forth on Schedule 3.1(g). Except as provided in Schedule 3.1(g)the Memorandum, which includes the Company has not issued any capital stock since its most recently filed periodic report under the Exchange Act, other than pursuant to the exercise of employee stock options under the Company’s equity compensation plans, the issuance number of shares of Common Stock to employees pursuant to common stock owned beneficially, and of record, by Affiliates of the Company’s equity compensation plans and pursuant to the conversion and/or exercise of Common Stock Equivalents outstanding Company as of the date of the most recently filed periodic report under the Exchange Acthereof. Except as provided in Schedule 3.1(g), no No Person has any right of first refusal, preemptive right, right of participation, or any similar right to participate in the transactions contemplated by the Transaction Documents, except as set forth in the Memorandum. Except as set forth in the Memorandum and as a result of the purchase and sale of the Securities and except as set forth on Schedule 3.1(g)Securities, there are no outstanding options, warrants, scrip rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities, rights or obligations convertible into or exercisable or exchangeable for, or giving any Person any right to subscribe for or acquire, any shares of Common Stockcommon stock, or contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to issue additional shares of Common Stock or Common Stock Equivalentscommon stock. Except as set forth on Schedule 3.1(g)in the Memorandum, the issuance and sale of the Securities Units will not obligate the Company to issue shares of Common Stock common stock or other securities to any Person (other than the Purchaser and other purchasers entering into a subscription substantially identical to this Subscription (collectively, the “Purchasers”)) and will not result in a right of any holder of Company securities to adjust the exercise, conversion, exchange or reset price under any of such securities. All of the outstanding shares of capital stock of the Company are duly authorized, validly issued, fully paid and nonassessable, have been issued in compliance with all federal and state securities laws, and none of such outstanding shares was issued in violation of any preemptive rights or similar rights to subscribe for or purchase securities. No further approval or authorization of any stockholder, the Board of Directors or others is required for the issuance and sale of the Securities. There Except as disclosed in the Memorandum, there are no stockholders agreements, voting agreements or other similar agreements with respect to the Company’s capital stock to which the Company is a party or, to the knowledge of the Company, between or among any of the Company’s stockholders.;

Capitalization. The capitalization (a) A complete list of the authorized and outstanding equity securities and Equity Security Equivalents of the Company (immediately prior to the Initial Closing) and the names in which such equity interests and Equity Security Equivalents are registered on the books of the Company is as set forth on Schedule 3.1(g). Except as provided in Schedule 3.1(g), the Company has not issued any capital stock since its most recently filed periodic report under the Exchange Act, other than pursuant to the exercise of employee stock options under the Company’s equity compensation plans, the issuance of shares of Common Stock to employees pursuant to the Company’s equity compensation plans and pursuant to the conversion and/or exercise of Common Stock Equivalents outstanding as Section 2.3(a) of the date of the most recently filed periodic report under the Exchange Act. Except as provided in Schedule 3.1(g), no Person has any right of first refusal, preemptive right, right of participation, or any similar right to participate in the transactions contemplated by the Transaction Documents. Except as a result of the purchase and sale of the Securities and except as set forth on Schedule 3.1(g), there are no outstanding options, warrants, scrip rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities, rights or obligations convertible into or exercisable or exchangeable for, or giving any Person any right to subscribe for or acquire, any shares of Common Stock, or contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to issue additional shares of Common Stock or Common Stock Equivalents. Except as set forth on Schedule 3.1(g), the issuance and sale of the Securities will not obligate the Company to issue shares of Common Stock or other securities to any Person (other than the Purchasers) and will not result in a right of any holder of Company securities to adjust the exercise, conversion, exchange or reset price under any of such securitiesDisclosure Schedule. All of the Company’s outstanding shares of capital stock of the Company equity securities are duly authorized, validly issued, fully paid and nonassessablenon-assessable and are owned of record by the Members (as defined in the LLC Agreement) in the amounts set forth in Section 2.3(a) of the Disclosure Schedule. The offer, have been issued issuance and sale of all equity securities listed in Section 2.3 of the Disclosure Schedule were made in compliance with all applicable foreign, federal and state securities lawslaws and preemptive or similar rights. (b) Except as set forth in Sections 2.3(a) or 2.3(b) of the Disclosure Schedule, other than the Reserved Shares and none other than as provided for in the Transaction Agreements, (i) there are no outstanding options, warrants, convertible or exchangeable securities or other rights that, directly or indirectly, obligate the Company to issue shares of such its equity or other securities and (ii) there are no outstanding shares was issued in violation of any preemptive rights or authorized stock appreciation, phantom stock or similar rights to subscribe for or purchase securities. No further approval or authorization of any stockholder, the Board of Directors or others is required for the issuance and sale of the Securities. There are no stockholders agreements, voting agreements or other similar agreements with respect to the Company’s capital stock . Except for the Transaction Agreements and as set forth in Section 2.3 of the Disclosure Schedule, there are no agreements, written or oral, relating to which the acquisition, disposition, voting or registration under applicable securities laws of any security of the Company. (c) Except as set forth in the Transaction Agreements and in Sections 2.3(a) or 2.3(b) of the Disclosure Schedule, the Company is a party ornot subject to any obligation (contingent or otherwise) to redeem, purchase or otherwise acquire or retire any of its equity securities. Other than as set forth in Section 2.3(c) of the Disclosure Schedule and pursuant to the knowledge Transaction Agreements, no Person has any right of first offer, right of first refusal, preemptive right or other similar right in connection with the issuance or sale of the Shares, or with respect to any future offer, sale or issuance of securities by the Company. As used herein, “Person” means any natural person or corporation, limited liability company, partnership, trust or other entity. (d) For purposes of this Agreement, “Reserved Shares” means the Company’s Incentive Shares (as defined in the LLC Agreement) issued or reserved for issuance pursuant to Section 4(f) of the LLC Agreement (as options, profits interests, restricted units or otherwise). “Equity Security Equivalents” means any equity or debt interest or security convertible into or exchangeable for equity securities of the Company, between or among any right, warrant or option to acquire any equity securities of the Company’s stockholdersCompany or such convertible or exchangeable equity or debt interest or security.

Capitalization. The capitalization of the Company is as set forth on Schedule 3.1(g). Except as provided in , which Schedule 3.1(g)) shall also include the number of shares of Common Stock owned beneficially, and of record, by each executive officer or director of the Company and by each “beneficial owner” (within the meaning of Rule 13d-3 under the Exchange Act) of five percent (5%) or more of the outstanding Common Stock, as of the date hereof. The Company has not issued any capital stock since its most recently filed periodic report under the Exchange Act, other than as indicated in the SEC Reports or in Schedule 3.1(g) and pursuant to the exercise of employee stock options awards under the Company’s equity compensation plans, the issuance of shares of Common Stock to employees pursuant to the Company’s equity compensation employee stock purchase plans and pursuant to the conversion and/or exercise of Common Stock Equivalents outstanding as of the date of the most recently filed periodic report under the Exchange Acthereof. Except Other than as provided indicated in Schedule 3.1(g), no Person has any right of first refusal, preemptive right, right of participation, or any similar right to participate in the transactions contemplated by the Transaction Documents. Except as a result of the purchase and sale of the Securities and except as set forth on in Schedule 3.1(g), there are no outstanding options, warrants, scrip rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities, rights or obligations convertible into or exercisable or exchangeable for, or giving any Person any right to subscribe for or acquire, acquire any shares of Common Stock, or contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to issue additional shares of Common Stock or Common Stock Equivalents. Except Other than as set forth on in Schedule 3.1(g), with respect to securities outstanding as of the date hereof, the issuance and sale of the Securities will not obligate the Company to issue shares of Common Stock or other securities to any Person (other than the PurchasersPurchaser) and will not result in a right of any holder of Company securities to adjust the exercise, conversion, exchange or reset price under any of such securities. All of the outstanding shares of capital stock of the Company are duly authorized, validly issued, fully paid and nonassessable, have been issued in compliance with all federal and state securities laws, and none of such outstanding shares was issued in violation of any preemptive rights or similar rights to subscribe for or purchase securities. No further approval or authorization of any stockholder, the Board of Directors or others is required for the issuance and sale of the Securities. There Except as set forth in the SEC Reports, there are no stockholders agreements, voting agreements or other similar agreements with respect to the Company’s capital stock to which the Company is a party or, to the knowledge of the Company, between or among any of the Company’s stockholders.

Capitalization. The capitalization number of shares and type of all authorized, issued and outstanding capital stock, options and other securities of the Company (whether or not presently convertible into or exercisable or exchangeable for shares of capital stock of the Company) is as set forth on Schedule 3.1(g)in the SEC Reports. All outstanding shares of capital stock are duly authorized, validly issued, fully paid and nonassessable and have been issued in compliance with all applicable securities laws. Except as provided disclosed in Schedule 3.1(g), the Company has not issued any capital stock since its most recently filed periodic report under the Exchange Act, other than pursuant to the exercise of employee stock options under the Company’s equity compensation plans, the issuance of shares of Common Stock to employees pursuant to the Company’s equity compensation plans and pursuant to the conversion and/or exercise of Common Stock Equivalents outstanding as of the date of the most recently filed periodic report under the Exchange Act. Except as provided in Schedule 3.1(g), no Person has any right of first refusal, preemptive right, right of participation, or any similar right to participate in the transactions contemplated by the Transaction Documents. Except as a result of the purchase and sale of the Securities and except as set forth on Schedule 3.1(g), there are no outstanding options, warrants, scrip script rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities, rights or obligations convertible into or exercisable or exchangeable for, or giving any Person any right to subscribe for or acquire, any shares of Common Stock, or contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to issue additional shares of Common Stock Stock, or securities or rights convertible or exchangeable into shares of Common Stock EquivalentsStock. Except as set forth on Schedule 3.1(g), there are no anti-dilution or price adjustment provisions contained in any security issued by the issuance Company (or in any agreement providing rights to security holders) and the issue and sale of the Company Securities will not obligate the Company to issue shares of Common Stock or other securities to any Person (other than the Purchasers) and will not result in a right of any holder of Company securities to adjust the exercise, conversion, exchange or reset price under any of such securities. All of the outstanding shares of capital stock of the Company are duly authorized, validly issued, fully paid and nonassessable, have been issued in compliance with all federal and state securities laws, and none of such outstanding shares was issued in violation of any preemptive rights or similar rights to subscribe for or purchase securities. No further approval or authorization of any stockholder, the Board of Directors or others is required for the issuance and sale of the Securities. There are no stockholders agreements, voting agreements or other similar agreements with respect to the Company’s capital stock to which the Company is a party or, to To the knowledge of the Company, between except as specifically disclosed in Schedule 3.1(g), no Person or among any group of related Persons beneficially owns (as determined pursuant to Rule 13d-3 under the Exchange Act), or has the right to acquire, by agreement with or by obligation binding upon the Company, beneficial ownership of in excess of 5% of the Company’s stockholdersoutstanding Common Stock, ignoring for such purposes any limitation on the number of shares of Common Stock that may be owned at any single time.

Capitalization. The equity capitalization of the Company is as set forth on Schedule 3.1(g)in the Registration Statement and the SEC Reports as of the dates indicated therein. Except as provided in Schedule 3.1(g), the The Company has not issued any capital stock since its most recently filed periodic report under the Exchange Act, other than pursuant to the exercise of employee stock options or vesting and settlement of restricted stock units under the Company’s equity compensation incentive plans, the issuance of shares of Common Stock to employees pursuant to the Company’s equity compensation plans employee stock purchase plans, and pursuant to the conversion and/or exercise of Common Stock Equivalents outstanding as of the date of the most recently filed periodic report under the Exchange Act. Except as provided All of the issued and outstanding shares of Common Stock are fully paid and non-assessable and have been duly and validly authorized and issued, in Schedule 3.1(g), no compliance with all federal and state securities laws and not in violation of or subject to any preemptive or similar right that entitles any Person has to acquire from the Company any right shares of first refusal, preemptive right, right Common Stock or other security of participationthe Company or any security convertible into, or exercisable or exchangeable for, shares of Common Stock or any similar right other such security, except for such rights as may have been fully satisfied or waived prior to participate in the transactions contemplated by the Transaction Documentsdate hereof. Except as a result of the purchase and sale of the Securities and except as set forth on Schedule 3.1(g), there are The Company has no outstanding options, warrants, scrip rights to subscribe to, calls calls, or commitments of any character whatsoever relating to, or securities, rights rights, or obligations convertible into or exercisable or exchangeable for, or giving any Person any right to subscribe for or acquire, any shares of Common Stock, or contracts, commitments, understandings understandings, or arrangements by which the Company or any Subsidiary is or may become bound to issue additional shares of Common Stock or Common Stock Equivalents. Except as set forth on Schedule 3.1(g), no Person has any right of first refusal, pre-emptive right, right of participation, or any similar right to participate in the transactions contemplated by the Transaction Documents. The issuance and sale of the Securities will not obligate the Company to issue shares of Common Stock or other securities to any Person (other than the Purchasers) and will not result in a right of any holder of Company securities to adjust the exercise, conversion, exchange exchange, or reset price under any of such securities. All of the There are no outstanding shares of capital stock securities or instruments of the Company with any provision that adjusts the exercise conversion, exchange, or reset price of such security or instrument upon an issuance of securities by the Company. There are duly authorized, validly issued, fully paid and nonassessable, have been issued in compliance with all federal and state no outstanding securities lawsor instruments of the Company that contain any redemption or similar provisions, and none there are no contracts, commitments, understandings, or arrangements by which the Company is or may become bound to redeem a security of such outstanding shares was issued in violation of the Company. The Company does not have any preemptive stock appreciation rights or “phantom stock” plans or agreements or any similar rights to subscribe plan or agreement. Except for or purchase securities. No the Required Approvals, no further approval or authorization of any stockholderstockholder of the Company, the Board of Directors Directors, or others is required for the issuance and sale of the Securities. There are no stockholders agreements, voting agreements agreements, or other similar agreements with respect to the Company’s capital stock to which the Company is a party or, to the knowledge of the Company, between or among any of the Company’s stockholders.

Capitalization. The capitalization of the Company is as shall be set forth on Schedule 3.1(g)in the Registration Statement. Except as provided in Schedule 3.1(g), the The Company has not issued any capital stock since its most recently filed periodic report under the Exchange Act, other than pursuant to the exercise of employee stock options under the Company’s equity compensation plans, the issuance of shares of Common Stock to employees pursuant to the Company’s equity compensation stock option plans and pursuant to the conversion and/or or exercise of securities exercisable, exchangeable or convertible into Common Stock Equivalents outstanding as of the date of the most recently filed periodic report under the Exchange Act(“Common Stock Equivalents”). Except as provided in Schedule 3.1(g), no No Person has any right of first refusal, preemptive right, right of participation, or any similar right to participate in the transactions contemplated by the Transaction Documents. Except as a result of the purchase and sale of the Securities and except as set forth on Schedule 3.1(g)Securities, there are no outstanding options, warrants, scrip script rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities, rights or obligations convertible into or exercisable or exchangeable for, or giving any Person any right to subscribe for or acquire, any shares of Common Stock, or contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to issue additional shares of Common Stock or Common Stock Equivalents. Except as set forth on Schedule 3.1(g), the The issuance and sale of the Securities will not obligate the Company to issue shares of Common Stock or other securities to any Person (other than the Purchasers) and will not result in a right of any holder of Company securities to adjust the exercise, conversion, exchange or reset price under any of such securities. All of the outstanding shares of capital stock of the Company are duly authorized, validly issued, fully paid and nonassessable, have been issued in compliance with all federal and state securities laws, and none of such outstanding shares was issued in violation of any preemptive rights or similar rights to subscribe for or purchase securities. No further approval or authorization of any stockholder, the Board of Directors of the Company or others is required for the issuance and sale of the Securities. There are no stockholders agreements, voting agreements or other similar agreements with respect to the Company’s capital stock to which the Company is a party or, to the knowledge of the Company, between or among any of the Company’s stockholders.

Capitalization. The capitalization of the Company is as set forth on Schedule 3.1(g). Except as provided in , which Schedule 3.1(g)) shall also include the number of shares of Common Stock owned beneficially, and of record, by Affiliates of the Company as of the date hereof. The Company has not issued any capital stock since its most recently filed periodic report under the Exchange Act, other than pursuant to the exercise of employee stock options under the Company’s equity compensation stock option plans, the issuance of shares of Common Stock or options to employees purchase Common Stock to employees, directors or consultants pursuant to the Company’s equity compensation employee stock purchase plans or pursuant to other agreements approved by the Company’s Board of Directors and pursuant to the conversion and/or exercise of Common Stock Equivalents outstanding as of the date of the most recently filed periodic report under the Exchange Act. Except as provided in set forth on Schedule 3.1(g)) and except for the holders of the 12.5% Notes, no Person has any right of first refusal, preemptive right, right of participation, or any similar right to participate in the transactions contemplated by the Transaction Documents. Except as a result of the purchase and sale of the Securities and except as set forth on Schedule 3.1(g)Securities, there are no outstanding options, warrants, scrip rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities, rights or obligations convertible into or exercisable or exchangeable for, or giving any Person any right to subscribe for or acquire, acquire any shares of Common Stock, or contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to issue additional shares of Common Stock or Common Stock Equivalents. Except as set forth on Schedule 3.1(g), the The issuance and sale of the Securities will not obligate the Company to issue shares of Common Stock or other securities to any Person (other than the Purchasers) and will not result in a right of any holder of Company securities to adjust the exercise, conversion, exchange or reset price under any of such securities. All of the outstanding shares of capital stock of the Company are duly authorized, validly issued, fully paid and nonassessable, have been issued in compliance with all federal and state securities laws, and none of such outstanding shares was issued in violation of any preemptive rights or similar rights to subscribe for or purchase securities. No further approval or authorization of any stockholder, the Board of Directors or others is required for the issuance and sale of the Securities. There Except as set forth on Schedule 3.1(g), there are no stockholders agreements, voting agreements or other similar agreements with respect to the Company’s capital stock to which the Company is a party or, to the knowledge of the Company, between or among any of the Company’s stockholders.

Capitalization. The capitalization Company’s authorized and issued share capital and debt capital is described on Schedule 4.5 annexed hereto. Such equity and debt securities are sometimes referred to as “Company Capital Stock”. (a) No Company Capital Stock is held in its treasury. All of the issued and outstanding Company Capital Stock has been duly authorized and validly issued, is fully paid and non-assessable and has not been issued in violation of any preemptive or similar rights of any Person. All of the issued and outstanding Company Capital Stock is owned of record and, to the Company’s knowledge, beneficially by the Company Shareholders as set forth on Schedule 3.1(g). Except as provided in Schedule 3.1(g)1.17, the Company has not issued any capital stock since its most recently filed periodic report under the Exchange Act, free and clear of all Liens (other than pursuant to usual and customary federal and state securities laws regarding the exercise transfer of employee stock options under the Company’s equity compensation plans, the issuance of shares of Common Stock to employees pursuant to the Company’s equity compensation plans and pursuant to the conversion and/or exercise of Common Stock Equivalents outstanding as of the date of the most recently filed periodic report under the Exchange Act. Except as provided in Schedule 3.1(gunregistered securities), no Person has any right of first refusal, preemptive right, right of participation, or any similar right to participate in the transactions contemplated by the Transaction Documents. Except as a result of the purchase and sale of the Securities and except as set forth on Schedule 3.1(g), there are no outstanding options, warrants, scrip rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities, rights or obligations convertible into or exercisable or exchangeable for, or giving any Person any right to subscribe for or acquire, any shares of Common Stock, or contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to issue additional shares of Common Stock or Common Stock Equivalents. Except as set forth on Schedule 3.1(g)1.17, no outstanding Company Capital Stock is subject to any right of first refusal, right of first offer, preemptive right or similar restriction. The only shares of Company Capital Stock that will be outstanding after Closing will be the issuance and sale Company Capital Stock owned by the Purchaser following the consummation of the Securities will not obligate the Company to issue Merger. No other class of shares of Common Stock or other securities to any Person (other than the Purchasers) and will not result in a right of any holder of Company securities to adjust the exercise, conversion, exchange or reset price under any of such securities. All of the outstanding shares of capital stock of the Company is authorized or outstanding. Except as set forth in Schedule 1.17, there are duly authorizedno: (a) outstanding subscriptions, validly issuedoptions, fully paid and nonassessablewarrants, have been issued in compliance with all federal and state securities lawsrights (including “phantom share rights”), and none calls, commitments, understandings, conversion rights, rights of such outstanding shares was issued in violation exchange, plans or other agreements of any preemptive rights kind providing for the purchase, issuance or similar rights to subscribe for or purchase securities. No further approval or authorization sale of any stockholder, the Board of Directors or others is required for the issuance and sale shares of the Securities. There are no stockholders agreementsCompany, voting agreements or other similar (b) agreements with respect to any of the Company Capital Stock, including any voting trust, other voting agreement or proxy agreements, put or redemption rights with respect thereto. (b) No later than five (5) Business Days prior to Closing, the Company shall provide to Purchaser an updated Schedule 1.17 and Schedule 4.5 to reflect any and all changes thereto. Nothing contained in this Section 4.5(b) or in the updated Disclosure Schedules delivered pursuant hereto shall be construed or deemed to: (i) modify the Company’s capital obligations to obtain Purchaser’s prior consent to the issuance of any securities representing Company Capital stock pursuant to which Section 6.1 (xviii) below; or (ii) alter or amend the total aggregate number of Purchaser Merger Shares issuable to the Company Shareholders pursuant to Section 3.1(a); or (iii) alter or amend the Closing Consideration Conversion Ratio. (c) [Reserved]. (d) Except as set forth on Schedule 4.5(d), no employee of the Company or other Person has received an offer letter or other Contract which is still outstanding that contemplates a party orgrant of, or right to the knowledge purchase or receive: any securities of the Company, between that in each case, have not been issued or among any granted as of the Company’s stockholdersdate of this Agreement.

Capitalization. The capitalization of the Company is as set forth on Schedule 3.1(g). Except as provided in Schedule 3.1(g)the Memorandum, which includes the Company has not issued any capital stock since its most recently filed periodic report under the Exchange Act, other than pursuant to the exercise of employee stock options under the Company’s equity compensation plans, the issuance number of shares of Common Stock to employees pursuant to owned beneficially, and of record, by Affiliates of the Company’s equity compensation plans and pursuant to the conversion and/or exercise of Common Stock Equivalents outstanding Company as of the date of the most recently filed periodic report under the Exchange Acthereof. Except as provided in Schedule 3.1(g), no No Person has any right of first refusal, preemptive right, right of participation, or any similar right to participate in the transactions contemplated by the Transaction Documents, except as set forth in the Memorandum. Except as set forth in the Memorandum and as a result of the purchase and sale of the Securities and except as set forth on Schedule 3.1(g)Securities, there are no outstanding options, warrants, scrip rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities, rights or obligations convertible into or exercisable or exchangeable for, or giving any Person any right to subscribe for or acquire, any shares of Common Stock, or contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to issue additional shares of Common Stock or Common Stock EquivalentsStock. Except as set forth on Schedule 3.1(g)in the Memorandum, the issuance and sale of the Securities Units will not obligate the Company to issue shares of Common Stock or other securities to any Person (other than the Purchaser and other purchasers entering into a subscription substantially identical to this Subscription (collectively, the “Purchasers”)) and will not result in a right of any holder of Company securities to adjust the exercise, conversion, exchange or reset price under any of such securities. All of the outstanding shares of capital stock of the Company are duly authorized, validly issued, fully paid and nonassessable, have been issued in compliance with all federal and state securities laws, and none of such outstanding shares was issued in violation of any preemptive rights or similar rights to subscribe for or purchase securities. No further approval or authorization of any stockholder, the Board of Directors or others is required for the issuance and sale of the Securities. There Except as disclosed in the Memorandum, there are no stockholders agreements, voting agreements or other similar agreements with respect to the Company’s capital stock to which the Company is a party or, to the knowledge of the Company, between or among any of the Company’s stockholders.;

Capitalization. (a) The capitalization authorized, issued and outstanding capital stock of the Company is as set forth on Schedule 3.1(g). Except as provided in Schedule 3.1(g), the Company has not issued any capital stock since its most recently filed periodic report under the Exchange Act, other than pursuant to the exercise of employee stock options under the Company’s equity compensation plans, the issuance of shares of Common Stock to employees pursuant to the Company’s equity compensation plans and pursuant to the conversion and/or exercise of Common Stock Equivalents outstanding as of the date of the most recently filed periodic report under the Exchange Act. Except as provided in Schedule 3.1(g), no Person has any right of first refusal, preemptive right, right of participation, or any similar right to participate in the transactions contemplated by the Transaction Documents. Except as a result of the purchase and sale of the Securities and except as set forth on Schedule 3.1(g), there are no outstanding options, warrants, scrip rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities, rights or obligations convertible into or exercisable or exchangeable for, or giving any Person any right to subscribe for or acquire, any shares of Common Stock, or contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to issue additional shares of Common Stock or Common Stock Equivalents. Except as set forth on Schedule 3.1(g), the issuance and sale of the Securities will not obligate the Company to issue shares of Common Stock or other securities to any Person (other than the Purchasers) and will not result in a right of any holder of Company securities to adjust the exercise, conversion, exchange or reset price under any of such securitiesSCHEDULE 3.2. All of the issued and outstanding shares of capital stock of the Company have been duly authorized, are validly issued, fully paid and nonassessable, are not subject to, nor were they issued in violation of, any preemptive rights. Except as set forth on SCHEDULE 3.2, or as disclosed in the Credit Agreement, there are no outstanding or authorized securities with profit participating features or profit interests, or options, warrants, registration rights, rights or other agreements or commitments to which the Company is a party or which are binding upon the Company providing for the issuance, disposition, registration or acquisition of any of its capital stock or any such securities or interests (collectively "Options")(other than this Agreement). Except as set forth on SCHEDULE 3.2, there are no outstanding or authorized stock appreciation, phantom stock or similar rights with respect to the Company. Except as set forth on SCHEDULE 3.2 or as contemplated herein, there are no voting trusts, proxies or any other agreements or understandings with respect to the voting of the capital stock of the Company. Except as set forth on SCHEDULE 3.2 or as contemplated herein, the Company is not subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any shares of its capital stock or any Options. (b) Since June 30, 1998, except as set forth on SCHEDULE 3.2, or as disclosed in the Credit Agreement, or as contemplated herein, the Company has not issued, sold or transferred any notes, bonds or other debt securities (except, in the case of the Company, the issuance of the notes and borrowings pursuant to the Financing) or any equity securities, securities convertible, exchangeable or exercisable into equity securities, or warrants, options or other rights to acquire equity securities, of the Company or any of the Subsidiaries. (c) Upon the issuance and delivery of the Warrants in accordance with this Agreement, (i) each Warrant will be a valid and binding agreement of the Company, and enforceable against the Company in accordance with its terms; and (ii) the Purchasers will acquire, subject to the restrictions of this Agreement and the federal and state securities laws, good, valid and marketable title to the Warrants, free and clear of all liens, claims, preemptive rights, options, warrants, rights, commitments, charges, encumbrances, equities, proxies or voting or other agreements whatsoever. (d) Upon the issuance and delivery of the Underlying Common Stock in accordance with the Warrants, (i) the Underlying Common Stock will be duly authorized, validly issued, fully paid and nonassessable; and (ii) the Purchasers will acquire, have been issued in compliance with all subject to the restrictions of the Warrants and the federal and state securities laws, good, valid and none marketable title to the Underlying Common Stock, free and clear of such outstanding shares was issued in violation of any all liens, claims, preemptive rights, options, warrants, rights, commitments, charges, encumbrances, equities, proxies or voting or other agreements whatsoever. (e) The registration rights or similar rights granted to subscribe for or purchase securities. No further approval or authorization of any stockholder, the Board of Directors or others is required for the issuance and sale each of the Securities. There are no stockholders agreements, voting agreements or other similar agreements with respect Purchasers pursuant to the Company’s capital stock Registration Rights Agreement are not subordinate to which any other registration rights granted by the Company is a party or, to the knowledge of the Company, between or among any of the Company’s stockholdersother Person.

Capitalization. The capitalization number of shares and type of all authorized, issued and outstanding capital stock, options and other securities of the Company (whether or not presently convertible into or exercisable or exchangeable for shares of capital stock of the Company) is as set forth on Schedule 3.1(g). Except as provided in Schedule 3.1(g), the ) hereto. The Company has not issued any capital stock since the date of its most recently filed periodic report under the Exchange Act, SEC Report other than pursuant to reflect stock option and warrant exercises that do not, individually or in the exercise of employee stock aggregate, have a material affect on the issued and outstanding capital stock, options under the Company’s equity compensation plans, the issuance of shares of Common Stock to employees pursuant to the Company’s equity compensation plans and pursuant to the conversion and/or exercise of Common Stock Equivalents outstanding as of the date of the most recently filed periodic report under the Exchange Actother securities. Except as provided in Schedule 3.1(g), no No Person has any right of first refusal, preemptive right, right of participation, or any similar right to participate in the transactions contemplated by the Transaction DocumentsDocuments that have not been effectively waived as of the Closing Date. Except as set forth on Schedule 3.1(g) or a result of the purchase and sale of the Securities Shares and except as set forth on Schedule 3.1(g)Warrants, there are no outstanding options, warrants, scrip rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities, rights or obligations convertible into or exercisable or exchangeable for, or giving any Person any right to subscribe for or acquire, acquire any shares of Common Stock, or contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to issue additional shares of Common Stock or Common Stock Equivalents. Except as set forth on Schedule 3.1(g), the The issuance and sale of the Securities Shares and Warrants will not obligate the Company to issue shares of Common Stock or other securities to any Person (other than the Purchasers) and will not result in a right of any holder of Company securities to adjust the exercise, conversion, exchange or reset price under any of such securities. All of the outstanding shares of capital stock of the Company are duly authorized, validly issued, fully paid and nonassessable, have been issued in compliance with all applicable federal and state securities laws, and none of such outstanding shares was issued in violation of any preemptive rights or similar rights to subscribe for or purchase securities. No further approval or authorization of any stockholder, the Board of Directors or others is required for the issuance and sale of the Securities. There are no stockholders agreements, voting agreements or other similar agreements with respect to the Company’s capital stock to which the Company is a party or, to the knowledge of the Company’s Knowledge, between or among any of the Company’s stockholders.

Capitalization. The capitalization of the Company as of the date hereof is as set forth on Schedule 3.1(g)in the SEC Reports. Except as provided in Schedule 3.1(g), the The Company has not issued any capital stock since its most recently filed periodic report under the Exchange Act, other than pursuant to the exercise of employee stock options under the Company’s equity compensation stock option plans, the issuance of shares of Common Stock to employees or consultants pursuant to the Company’s equity compensation employee stock purchase plans and pursuant to the conversion and/or exercise of Common Stock Equivalents outstanding as of the date of the most recently filed periodic report under the Exchange Act. Except as provided in Schedule 3.1(g), no No Person has any right of first refusal, preemptive right, right of participation, or any similar right to participate in the transactions contemplated by the Transaction Documents, except as disclosed on Schedule 3.1(g). Except as a result of the purchase and sale of the Securities and, as disclosed in the Company’s SEC Reports and except as set forth on Schedule 3.1(g), there are no outstanding options, warrants, scrip rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities, rights or obligations convertible into or exercisable or exchangeable for, or giving any Person any right to subscribe for or acquire, any shares of Common StockStock or the capital stock of any Subsidiary, or contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to issue additional shares of Common Stock or Common Stock EquivalentsEquivalents or capital stock of any Subsidiary. Except as set forth on Schedule 3.1(g), the issuance and sale of the Securities will not obligate the Company or any Subsidiary to issue shares of Common Stock or other securities to any Person (other than the Purchasers) and will not result ). Except as disclosed in a right the SEC Reports, there are no outstanding securities or instruments of the Company or any holder of Company securities to adjust Subsidiary with any provision that adjusts the exercise, conversion, exchange or reset price under any of such securitiessecurity or instrument upon an issuance of securities by the Company or any Subsidiary. There are no outstanding securities or instruments of the Company or any Subsidiary that contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to redeem a security of the Company or such Subsidiary. The Company does not have any stock appreciation rights or “phantom stock” plans or agreements or any similar plan or agreement. All of the outstanding shares of capital stock of the Company are duly authorized, validly issued, fully paid and nonassessable, have been issued in compliance with all federal and state securities laws, and none of such outstanding shares was issued in violation of any preemptive rights or similar rights to subscribe for or purchase securities. No further approval or authorization of any stockholder, the Board of Directors or others is required for the issuance and sale of the Securities, except for shareholder approval to increase the number of authorized shares of Common Stock. There are no stockholders agreements, voting agreements or other similar agreements with respect to the Company’s capital stock to which the Company is a party or, to the knowledge of the Company, between or among any of the Company’s stockholders.

Capitalization. The equity capitalization of the Company is as set forth on Schedule 3.1(g)in the Registration Statement and the SEC Reports as of the dates indicated therein. Except as provided in Schedule 3.1(g), the The Company has not issued any capital stock since its most recently filed periodic report under the Exchange Act, other than pursuant to the exercise of employee stock options or vesting and settlement of restricted stock units under the Company’s equity compensation incentive plans, the issuance of shares of Common Stock to employees pursuant to the Company’s equity compensation employee stock purchase plans and pursuant to the conversion and/or exercise of Common Stock Equivalents outstanding as of the date of the most recently filed periodic report under the Exchange Act. Except as provided All of the issued and outstanding shares of Common Stock are fully paid and non-assessable and have been duly and validly authorized and issued, in Schedule 3.1(g), no compliance with all federal and state securities laws and not in violation of or subject to any preemptive or similar right that entitles any Person has to acquire from the Company any right shares of first refusal, preemptive right, right Common Stock or other security of participationthe Company or any security convertible into, or exercisable or exchangeable for, shares of Common Stock or any similar right other such security, except for such rights as may have been fully satisfied or waived prior to participate in the transactions contemplated by the Transaction Documentsdate hereof. Except as a result of the purchase and sale of the Securities and except as set forth on Schedule 3.1(g), there are The Company has no outstanding options, warrants, scrip rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities, rights or obligations convertible into or exercisable or exchangeable for, or giving any Person any right to subscribe for or acquire, any shares of Common Stock, or contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to issue additional shares of Common Stock or Common Stock Equivalents. Except as set forth on Schedule 3.1(g), no Person has any right of first refusal, pre-emptive right, right of participation, or any similar right to participate in the transactions contemplated by the Transaction Documents. The issuance and sale of the Securities will not obligate the Company to issue shares of Common Stock or other securities to any Person (other than the Purchasers) and will not result in a right of any holder of Company securities to adjust the exercise, conversion, exchange or reset price under any of such securities. All of the There are no outstanding shares of capital stock securities or instruments of the Company with any provision that adjusts the exercise conversion, exchange or reset price of such security or instrument upon an issuance of securities by the Company. There are duly authorized, validly issued, fully paid and nonassessable, have been issued in compliance with all federal and state no outstanding securities lawsor instruments of the Company that contain any redemption or similar provisions, and none there are no contracts, commitments, understandings or arrangements by which the Company is or may become bound to redeem a security of such outstanding shares was issued in violation of the Company. The Company does not have any preemptive stock appreciation rights or “phantom stock” plans or agreements or any similar rights to subscribe plan or agreement. Except for or purchase securities. No the Required Approvals, no further approval or authorization of any stockholderstockholder of the Company, the Board of Directors or others is required for the issuance and sale of the Securities. There are no stockholders agreements, voting agreements or other similar agreements with respect to the Company’s capital stock to which the Company is a party or, to the knowledge of the Company, between or among any of the Company’s stockholders.

Capitalization. The capitalization As of the date hereof, the authorized capital stock of the Company is consists of 100,000,000 shares of Common Stock, par value of $0.0001 per share, of which approximately 24,458,640 shares of Common Stock are issued and outstanding. Except as set forth on Schedule 3.1(g). Except as provided in Schedule 3.1(g)4.3 and the Compay’s filings with the SEC, the Company has not issued any capital stock since its most recently filed periodic report under the Exchange Act, other than pursuant to the exercise of employee stock options under the Company’s equity compensation stock option plans, the issuance of shares of Common Stock to employees pursuant to the Company’s equity compensation employee stock purchase plans and pursuant to the conversion and/or exercise of Common Stock Equivalents outstanding as of the date of the most recently filed periodic report under the Exchange Act. Except as provided in Schedule 3.1(g), no No Person has any right of first refusal, preemptive right, right of participation, or any similar right to participate in the transactions contemplated by the Transaction Documents. Except as set forth on Schedule 4.3 and except as a result of the purchase and sale of the Securities and except as set forth on Schedule 3.1(g)Securities, there are no outstanding options, warrants, scrip rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities, rights or obligations convertible into or exercisable or exchangeable for, or giving any Person any right to subscribe for or acquire, acquire any shares of Common Stock, or contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to issue additional shares of Common Stock or Common Stock Equivalents. Except as set forth on Schedule 3.1(g), the The issuance and sale of the Securities will not obligate the Company to issue shares of Common Stock or other securities to any Person (other than the PurchasersInvestor) and will not result in a right of any holder of Company securities to adjust the exercise, conversion, exchange or reset price under any of such securities. All of the outstanding shares of capital stock of the Company are duly authorizedExcept as otherwise disclosed in its SEC filings, validly issued, fully paid and nonassessable, have been issued in compliance with all federal and state securities laws, and none of such outstanding shares was issued in violation of any preemptive rights or similar rights to subscribe for or purchase securities. No further approval or authorization of any stockholder, the Board of Directors or others is required for the issuance and sale of the Securities. There there are no stockholders stockholders’ agreements, voting agreements or other similar agreements with respect to the Company’s capital stock to which the Company is a party or, to the knowledge of the Company, between or among any of the Company’s stockholdersstockholders and the Company is not obligated to register the sale of any of its or their securities under the Securities Act and 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 any of the Securities. The Company has furnished to the Investor 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 the terms of all securities convertible into or exercisable for Common Stock of the Company and the material rights of the holders thereof in respect thereto. The Common Stock is registered pursuant to Section 12(b) or 12(g) of the Exchange Act, and the Company has taken no action designed to, or which to its knowledge is likely to have the effect of, terminating the registration of the Common Stock under the Exchange Act nor has the Company received any notification that the SEC is contemplating terminating such registration. The Company has not, in the twelve (12) months preceding the date hereof, received notice from the Principal Market on which the Common Stock is or has been listed or quoted to the effect that the Company is not in compliance with the listing or maintenance requirements of such Principal Market. The Company is and has no reason to believe that it will not in the foreseeable future continue to be, in compliance with all such listing and maintenance requirements.

Capitalization. The capitalization authorized capital stock of the Company and the shares thereof currently issued and outstanding as of the date hereof and as contemplated by the Transaction Documents both at the time of Closing and after the Reverse Split is effective are set forth on Schedule 2.1(c) hereto. All of the outstanding shares of the Common Stock and the Preferred Shares have been duly and validly authorized. Except as contemplated by the Transaction Documents or as set forth on Schedule 3.1(g). Except as provided in Schedule 3.1(g)2.1(c) hereto, the Company has not issued any capital stock since its most recently filed periodic report under the Exchange Act, other than pursuant to the exercise of employee stock options under the Company’s equity compensation plans, the issuance of no shares of Common Stock are entitled to employees pursuant to the Company’s equity compensation plans preemptive rights or registration rights and pursuant to the conversion and/or exercise of Common Stock Equivalents outstanding as of the date of the most recently filed periodic report under the Exchange Act. Except as provided in Schedule 3.1(g), no Person has any right of first refusal, preemptive right, right of participation, or any similar right to participate in the transactions contemplated by the Transaction Documents. Except as a result of the purchase and sale of the Securities and except as set forth on Schedule 3.1(g), there are no outstanding options, warrants, scrip scrip, rights to subscribe to, calls call or commitments of any character whatsoever relating to, or securities, securities or rights or obligations convertible into or exercisable or exchangeable for, or giving any Person any right to subscribe for or acquireinto, any shares of Common Stockcapital stock of the Company. Except as contemplated by the Transaction Documents, or there are no contracts, commitments, understandings understandings, or arrangements by which the Company or any Subsidiary is or may become bound to issue additional shares of Common Stock or Common Stock Equivalents. Except as set forth on Schedule 3.1(g), the issuance and sale capital stock of the Securities will not obligate the Company to issue shares of Common Stock or other options, securities to any Person (other than the Purchasers) and will not result in a right of any holder of Company securities to adjust the exercise, conversion, exchange or reset price under any of such securities. All of the outstanding rights convertible into shares of capital stock of the Company. Except as contemplated by the Transaction Documents or as set forth on Schedule 2.1(c) hereto, the Company are duly authorizedis not a party to any agreement granting registration or anti-dilution rights to any person with respect to any of its equity or debt securities. Except as contemplated by the Transaction Documents, validly issuedthe Company is not a party to, fully paid and nonassessableit has no knowledge of, have been any agreement restricting the voting or transfer of any shares of the capital stock of the Company. The offer and sale of all capital stock, convertible securities, rights, warrants, or options of the Company issued in compliance prior to the Closing complied with all federal applicable Federal and state securities laws, and none no stockholder has a right of such outstanding shares was issued in violation of any preemptive rights rescission or similar rights to subscribe claim for or purchase securities. No further approval or authorization of any stockholder, the Board of Directors or others is required for the issuance and sale of the Securities. There are no stockholders agreements, voting agreements or other similar agreements damages with respect thereto which would have a Material Adverse Effect (as defined below). The Company has furnished or made available to the Company’s capital stock to which the Company is a party or, to the knowledge of the Company, between or among any Purchasers true and correct copies of the Company’s stockholdersCertificate of Incorporation as in effect on the date hereof (the “Certificate”), and the Company’s Bylaws as in effect on the date hereof (the “Bylaws”). For the purposes of this Agreement, “Material Adverse Effect” means any material adverse effect on the business, operations, properties, or financial condition of the Company and its subsidiaries individually, or in the aggregate and/or any condition, circumstance, or situation that would prohibit or otherwise materially interfere with the ability of the Company to perform any of its obligations under this Agreement in any material respect.

Capitalization. The authorized capitalization of the Company is as set forth on Schedule 3.1(g). Except as provided in Schedule 3.1(g), the The Company has not issued any capital stock since its most recently filed periodic report under the Exchange Act, other than pursuant to the exercise of employee stock options under the Company’s equity compensation plans, the issuance of shares of Common Stock to employees pursuant to the Company’s equity stock-based compensation plans and pursuant to the conversion and/or exercise of Common Stock Equivalents outstanding as of the date of the most recently filed periodic report under the Exchange Act. Except as provided in Schedule 3.1(g), no No Person has any right of first refusal, preemptive right, right of participation, or any similar right to participate in the transactions contemplated by the Transaction Documents. Except as disclosed in the SEC Reports or Schedule 3.1(g) or as a result of the purchase and sale of the Securities and except as set forth on Schedule 3.1(g)Securities, there are no outstanding options, warrants, scrip rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities, rights or obligations convertible into or exercisable or exchangeable for, or giving any Person any right to subscribe for or acquire, any shares of Common Stock, or contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to issue additional shares of Common Stock or Common Stock Equivalents. Except as set forth on Schedule 3.1(g), the The issuance and sale of the Securities will not obligate the Company to issue shares of Common Stock or other securities to any Person (other than the Purchasers) and will not result in a right of any holder of Company securities to adjust the exercise, conversion, exchange or reset price under any of such securities. All of the outstanding shares of capital stock of the Company are duly authorized, validly issued, fully paid and nonassessable, have been issued in all material respects in compliance with all federal and state securities laws, and none of such outstanding shares was issued in violation of any preemptive rights or similar rights to subscribe for or purchase securities. No further approval or authorization of any stockholder, the Board of Directors or others is required for the issuance and sale of the Securities. There Except as disclosed in any SEC Report, including any exhibit thereto, there are no stockholders agreements, voting agreements or other similar agreements with respect to the Company’s capital stock to which the Company is a party or, to the knowledge of the Company, between or among any of the Company’s stockholders.

Capitalization. The capitalization of the Company as of the date hereof is as set forth on Schedule 3.1(g), which Schedule 3.1(g) shall also include the number of shares of Common Stock owned beneficially, and of record, by Affiliates of the Company as of the date hereof. Except as provided in set forth on Schedule 3.1(g), since the date of its most recent audited financial statements, the Company has not issued any capital stock since its most recently filed periodic report under the Exchange Actstock, other than pursuant to the exercise of employee stock options under the Company’s equity compensation stock option plans, the issuance of shares of Common Stock to employees pursuant to the Company’s equity compensation employee stock purchase plans and pursuant to the conversion and/or exercise of Common Stock Equivalents outstanding as of the date of the most recently filed periodic report under the Exchange Actrecent annual financial statements. Except as provided in Schedule 3.1(g), no No Person has any right of first refusal, preemptive right, right of participation, or any similar right to participate in the transactions contemplated by the Transaction Documents. Except as a result of the purchase and sale of the Securities and except or as set forth on Schedule 3.1(g), there are no outstanding options, warrants, scrip rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities, rights or obligations convertible into or exercisable or exchangeable for, or giving any Person any right to subscribe for or acquire, acquire any shares of Common StockStock or the capital stock of any Subsidiary, or contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to issue additional shares of Common Stock or Common Stock EquivalentsEquivalents or capital stock of any Subsidiary. Except as set forth on Schedule 3.1(g), the The issuance and sale of the Securities will not obligate the Company or any Subsidiary to issue shares of Common Stock or other securities to any Person (other than the Purchasers) and will not result in a right of any holder of Company securities to adjust the exercise, conversion, exchange or reset price under any of such securities. There are no outstanding securities or instruments of the Company or any Subsidiary that contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to redeem a security of the Company or such Subsidiary. The Company does not have any stock appreciation rights or “phantom stock” plans or agreements or any similar plan or agreement. All of the outstanding shares of capital stock of the Company are duly authorized, validly issued, fully paid and nonassessable, have been issued in compliance with all federal and state securities laws, and none of such outstanding shares was issued in violation of any preemptive rights or similar rights to subscribe for or purchase securities. No further approval or authorization of any stockholder, the Board of Directors or others is required for the issuance and sale of the Securities. There are no stockholders agreements, voting agreements or other similar agreements with respect to the Company’s capital stock to which the Company is a party or, to the knowledge of the Company, between or among any of the Company’s stockholders.

Capitalization. The capitalization of the Company as of the date hereof is as set forth on Schedule 3.1(g), which Schedule 3.1(g) shall also include the number of Ordinary Shares owned beneficially, and of record, by Affiliates of the Company as of the date hereof. Except as provided in set forth on Schedule 3.1(g), the Company has not issued any capital stock since its most recently filed periodic report under the Exchange Act, other than pursuant to the exercise of employee stock options under the Company’s equity compensation stock option plans, the issuance of shares of Common Stock Ordinary Shares to employees pursuant to the Company’s equity compensation employee stock purchase plans and pursuant to the conversion and/or exercise of Common Stock Ordinary Share Equivalents outstanding as of the date of the most recently filed periodic report under the Exchange Act. Except as provided in Schedule 3.1(g), no No Person has any right of first refusal, preemptive right, right of participation, or any similar right to participate in the transactions contemplated by the Transaction Documents. Except as set forth on Schedule 3.1(g) and as a result of the purchase and sale of the Securities and except as set forth on Schedule 3.1(g)Securities, there are no outstanding options, warrants, scrip rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities, rights or obligations convertible into or exercisable or exchangeable for, or giving any Person any right to subscribe for or acquire, any shares Ordinary Shares or the capital stock of Common Stockany Subsidiary, or contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to issue additional shares Ordinary Shares or Ordinary Share Equivalents or capital stock of Common Stock or Common Stock Equivalentsany Subsidiary. Except as set forth on Schedule 3.1(g), the The issuance and sale of the Securities will not obligate the Company or any Subsidiary to issue shares of Common Stock Ordinary Shares or other securities to any Person (other than the Purchasers) and will not result in a right of any holder of Company securities or instruments to adjust the exercise, conversion, exchange or reset price under any such securities or instruments. Except as described in the Registration Statement, there are no outstanding securities or instruments of the Company or any Subsidiary that contain any redemption or similar provisions and there are no contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to redeem a security of the Company or such securitiesSubsidiary. The Company does not have any stock appreciation rights or “phantom stock” plans or agreements or any similar plan or agreement. All of the outstanding shares of capital stock of the Company are duly authorized, validly issued, fully paid and nonassessable, have been issued in compliance with all federal and state securities laws, and none of such outstanding shares was issued in violation of any preemptive rights or similar rights to subscribe for or purchase securities. The authorized shares of the Company conform in all material respects to all statements relating thereto contained in the Registration Statement, the Pricing Prospectus and the Prospectus. The offers and sales of the Company’s securities were at all relevant times either registered under the Securities Act and the applicable state securities or Blue Sky laws or, based in part on the representations and warranties of the purchasers, exempt from such registration requirements. No further approval or authorization of any stockholdershareholder, the Board of Directors or others is required for the issuance and sale of the Securities. There are no stockholders shareholders agreements, voting agreements or other similar agreements with respect to the Company’s capital stock to which the Company is a party or, to the knowledge of the Company, between or among any of the Company’s stockholdersshareholders.

Capitalization. The capitalization of the Company is as set forth on Schedule 3.1(g). Except as provided in Schedule 3.1(g)the Registration Statement, the Base Prospectus, the Prospectus Supplement and the Prospectus. The Company has not issued any capital stock since its most recently filed periodic report under the Exchange Act, other than pursuant to the exercise of employee stock options equity awards under the Company’s equity compensation incentive plans, the issuance of shares of Common Stock to employees pursuant to the Company’s equity compensation plans employee stock purchase plan and pursuant to the conversion and/or or exercise of securities exercisable, exchangeable or convertible into Common Stock Equivalents outstanding as of the date of the most recently filed periodic report under the Exchange Act(“Common Stock Equivalents”). Except as provided in Schedule 3.1(g), no No Person has any right of first refusal, preemptive right, right of participation, or any similar right to participate in the transactions contemplated by the Transaction Documentsthis Agreement. Except (i) pursuant to the Company’s equity incentive plans and (ii) pursuant to agreements or instruments filed as a result of exhibits to Incorporated Documents or otherwise disclosed in the purchase and sale of the Securities and except as set forth on Schedule 3.1(g)Incorporated Documents, there are no outstanding options, warrants, scrip script rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities, rights or obligations convertible into or exercisable or exchangeable for, or giving any Person any right to subscribe for or acquire, any shares of Common Stock, or contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to issue additional shares of Common Stock or Common Stock Equivalents. Except as set forth on Schedule 3.1(g), the The issuance and sale of the Securities Shares will not obligate the Company to issue shares of Common Stock or other securities to any Person (other than the Purchasers) and will not result in a right of any holder of Company securities to adjust the exercise, conversion, exchange or reset price under any of such securities. All of the outstanding shares of capital stock of the Company are duly authorized, validly issued, fully paid and nonassessable, have been issued in compliance with all federal and state securities laws, and none of such outstanding shares was issued in violation of any preemptive rights or similar rights to subscribe for or purchase securities. No further approval or authorization of any stockholder, the Board of Directors or others is required for the issuance and sale of the Securities. There are no stockholders agreements, voting agreements or other similar agreements with respect to the Company’s capital stock to which the Company is a party or, to the knowledge of the Company, between or among any of the Company’s stockholders.

Capitalization. The capitalization of the Company is authorized to issue an unlimited number of Common Shares of which 25,467,422 Common Shares are outstanding as set forth on Schedule 3.1(g)at the date hereof. Except as provided in Schedule 3.1(g), the The Company has not issued any capital stock Common Shares since its most recently filed periodic report under the Exchange ActMarch 31, 2010 other than pursuant to the exercise of employee stock options under the Company’s equity compensation plans, the issuance of shares of Common Stock to employees pursuant to the Company’s equity compensation plans stock option plan and pursuant to the conversion and/or or exercise of outstanding Common Stock Equivalents outstanding as of the date of the most recently filed periodic report under the Exchange ActShare Equivalents. Except as provided in Schedule 3.1(g)has been complied with or waived, no Person third party has any right of first refusal, preemptive pre-emptive right, right of participation, or any similar right to participate in the transactions contemplated by the Transaction Documentsthis Agreement. Except as a result of the purchase and sale of the Securities and except as set forth on Schedule 3.1(g)in the Disclosure Schedule, there are no outstanding options, warrants, scrip script rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities, rights or obligations convertible into or exercisable or exchangeable for, or giving any Person third party any right to subscribe for or acquire, any shares of Common Stockcommon shares, 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 Shares or Common Stock Share Equivalents. Except as set forth on Schedule 3.1(g), the issuance The issue and sale of the Securities Shares will not obligate the Company to issue shares of Common Stock Shares or other securities to any Person (other than the Purchasers) third party and will not result in a right of any holder of Company the Company’s securities to adjust the exercise, conversion, exchange or reset price under any of such securities. All of the outstanding shares of capital stock Common Shares of the Company are duly authorized, validly issued, fully paid and nonassessable, have been issued in compliance with all U.S. federal and state and all applicable Canadian provincial securities laws, and none of such outstanding shares Common Shares was issued in violation of any preemptive pre-emptive rights or similar rights to subscribe for or purchase securities. No further approval or authorization of any stockholdershareholder, the Board of Directors or others is required for the issuance and sale of the SecuritiesShares, other than the Required Approvals. There are no stockholders shareholder agreements, voting agreements or other similar agreements with respect to the Company’s share capital stock to which the Company is a party or, to the knowledge of the Company, any agreement between or among any of the Company’s stockholdersshareholders relating to the voting securities of the Company.

Capitalization. The capitalization of the Company is as set forth on Schedule 3.1(g), which Schedule 3.1(g) shall also include the number of shares of Common Stock owned beneficially, and of record, by Affiliates of the Company as of the date hereof. Except as provided in set forth on Schedule 3.1(g), the Company has not issued any capital stock since its most recently filed periodic report under the Exchange Act, other than pursuant to the exercise of employee stock options under the Company’s equity compensation stock option plans, the issuance of shares of Common Stock to employees pursuant to the Company’s equity compensation employee stock purchase plans and pursuant to the conversion and/or exercise of Common Stock Equivalents outstanding as of the date of the most recently filed periodic report under the Exchange Act. Except as provided in Schedule 3.1(g), no No Person has any right of first refusal, preemptive right, right of participation, or any similar right to participate in the transactions contemplated by the Transaction Documents. Except as a result of the purchase and sale of the Securities and except as set forth on Schedule 3.1(g), there are no outstanding options, warrants, scrip rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities, rights or obligations convertible into or exercisable or exchangeable for, or giving any Person any right to subscribe for or acquire, acquire any shares of Common Stock, or contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to issue additional shares of Common Stock or Common Stock Equivalents. Except as set forth on Schedule 3.1(g), the issuance and sale of the Securities will not obligate the Company to issue shares of Common Stock or other securities to any Person (other than the Purchasers) and will not result in a right of any holder of Company securities to adjust the exercise, conversion, exchange or reset price under any of such securities. All of the outstanding shares of capital stock of the Company are duly authorized, validly issued, fully paid and nonassessable, have been issued in compliance with all federal and state securities laws, and none of such outstanding shares was issued in violation of any preemptive rights or similar rights to subscribe for or purchase securities. No further approval or authorization of any stockholder, the Board of Directors or others is required for the issuance and sale of the Securities. There are no stockholders agreements, voting agreements or other similar agreements with respect to the Company’s capital stock to which the Company is a party or, to the knowledge of the Company, between or among any of the Company’s stockholders.

Capitalization. The capitalization of the Company is has duly and validly authorized capital stock as set forth on Schedule 3.1(gin the SEC Filings and in the Articles of Incorporation of the Company, as amended and as in effect as of the Closing Date (the “Certificate of Incorporation”). All of the issued and outstanding shares of the Company’s capital stock have been duly authorized and validly issued and are fully paid, nonassessable and free of pre-emptive rights and were issued in full compliance with applicable state and federal securities law and any rights of third parties. Except as provided set forth in Schedule 3.1(g)3.3, no Person is entitled to pre-emptive or similar statutory or contractual rights with respect to any securities of the Company. Except as set forth in Schedule 3.3, there are no outstanding warrants, options, convertible securities or other rights, agreements or arrangements of any character under which the Company has not issued or any capital stock since of its most recently filed periodic report under Subsidiaries is or may be obligated to issue any equity securities of any kind and except as contemplated by this Agreement, neither the Exchange Act, other than pursuant to the exercise Company nor any of employee stock options under the Company’s equity compensation plans, its Subsidiaries is in negotiations for the issuance of shares any equity securities of Common Stock to employees pursuant to the Company’s equity compensation plans and pursuant to the conversion and/or exercise of Common Stock Equivalents outstanding any kind as of the date of this Agreement. There are no voting agreements, buy-sell agreements, option or right of first purchase agreements or other agreements of any kind among the most recently filed periodic report under Company and any of the Exchange Actsecurityholders of the Company relating to the securities of the Company held by them. Except as provided set forth in Schedule 3.1(g)3.3, no Person has any right of first refusal, preemptive right, right of participation, or any similar the right to participate in require the transactions contemplated by the Transaction Documents. Except as a result Company to register any securities of the purchase and sale Company under the 1933 Act, whether on a demand basis or in connection with the registration of securities of the Securities and except as set forth on Schedule 3.1(g), there are no outstanding options, warrants, scrip rights to subscribe to, calls Company for its own account or commitments for the account of any character whatsoever relating to, or securities, rights or obligations convertible into or exercisable or exchangeable for, or giving any Person any right to subscribe for or acquire, any shares of Common Stock, or contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to issue additional shares of Common Stock or Common Stock Equivalentsother Person. Except as set forth on Schedule 3.1(g)3.3, the issuance and sale of the Securities hereunder will not obligate the Company to issue shares of Common Stock or other securities to any other Person (other than the PurchasersInvestors) and will not result in a right the adjustment of any holder of Company securities to adjust the exercise, conversion, exchange or reset price under any of such securities. All of the outstanding shares of capital stock of the Company are duly authorized, validly issued, fully paid and nonassessable, have been issued in compliance with all federal and state securities laws, and none of such outstanding shares was issued in violation of any preemptive rights or similar rights to subscribe for or purchase securities. No further approval or authorization of any stockholder, the Board of Directors or others is required for the issuance and sale of the Securities. There are no stockholders agreements, voting agreements or other similar agreements with respect to the Company’s capital stock to which the Company is a party or, to the knowledge of the Company, between or among any of the Company’s stockholdersoutstanding security.

Capitalization. The capitalization of the Company as of the date hereof is as set forth on Schedule 3.1(g), which Schedule 3.1(g) shall also include the number of Ordinary Shares owned beneficially, and of record, by Affiliates of the Company as of the date hereof. Except as provided set forth in Schedule 3.1(g), the Company has not issued any capital stock shares since its most recently filed periodic report under the Exchange Act, other than pursuant to the exercise of employee stock options under the Company’s equity compensation stock option plans, the issuance of shares of Common Stock Ordinary Shares to employees pursuant to the Company’s equity compensation employee stock purchase plans and pursuant to the conversion and/or exercise of Common Stock Ordinary Share Equivalents outstanding as of the date of the most recently filed periodic report under the Exchange Act. Except as provided in Schedule 3.1(g), no No Person has any right of first refusal, preemptive right, right of participation, or any similar right to participate in the transactions contemplated by the Transaction Documents. Except as a result of the purchase and sale of the Securities and except as set forth on Schedule 3.1(g), there are no outstanding options, warrants, scrip rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities, rights or obligations convertible into or exercisable or exchangeable for, or giving any Person any right to subscribe for or acquire, any shares Ordinary Shares or the capital stock of Common Stockany Subsidiary, or contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to issue additional shares Ordinary Shares or Ordinary Share Equivalents or capital stock of Common Stock or Common Stock Equivalentsany Subsidiary. Except as set forth on Schedule 3.1(g), the The issuance and sale of the Securities will not obligate the Company or any Subsidiary to issue shares of Common Stock Ordinary Shares or other securities to any Person (other than the Purchasers) and will not result in a right of any holder of Company securities to adjust the exercise, conversion, exchange or reset price under any of such securities. Except as set forth on Schedule 3.1(g), there are no outstanding securities or instruments of the Company or any Subsidiary that contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to redeem a security of the Company or such Subsidiary. The Company does not have any stock appreciation rights or “phantom stock” plans or agreements or any similar plan or agreement. All of the outstanding shares of capital stock of the Company are duly authorized, validly issued, fully paid and nonassessable, have been issued in compliance with all federal and state securities laws, and none of such outstanding shares was issued in violation of any preemptive rights or similar rights to subscribe for or purchase securities. No further approval or authorization of any stockholdershareholder, the Board of Directors or others is required for the issuance and sale of the Securities. There are no stockholders agreements, voting agreements or other similar agreements with respect to the Company’s capital stock Shares to which the Company is a party or, to the knowledge of the Company, between or among any of the Company’s stockholdersshareholders.

Capitalization. The capitalization of the Company is as described in Schedule 3.1(g). The Company has not issued any capital stock other than as set forth on Schedule 3.1(g). Except as provided in Schedule 3.1(g), the Company has not issued any capital stock since its most recently filed periodic report under the Exchange Act, other than pursuant to the exercise of employee stock options under the Company’s equity compensation plans, the issuance of shares of Common Stock to employees pursuant to the Company’s equity compensation plans and pursuant to the conversion and/or exercise of Common Stock Equivalents outstanding as of the date of the most recently filed periodic report under the Exchange Act. Except as provided in Schedule 3.1(g), no No Person has any right of first refusal, preemptive right, right of participation, or any similar right to participate in the transactions contemplated by the Transaction Documents. Except as a result of the purchase and sale of the Securities and except or as set forth on Schedule 3.1(g), there are no outstanding options, warrants, scrip script rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities, rights or obligations convertible into or exercisable or exchangeable for, or giving any Person any right to subscribe for or acquire, any shares of Common Stock, or contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to issue additional shares of Common Stock Stock, or securities or rights convertible or exchangeable into shares of Common Stock EquivalentsStock. Except as set forth on Schedule 3.1(g), the The issuance and sale of the Securities will not obligate the Company to issue shares of Common Stock or other securities to any Person (other than the Purchasers) and will not result in a right of any holder of Company securities to adjust the exercise, conversion, exchange or reset price under any of such securities. All of the outstanding shares of capital stock of the Company are duly authorized, validly issued, fully paid and nonassessable, have been issued in compliance with all federal and state securities laws, and none of such outstanding shares was issued in violation of any preemptive rights or similar rights to subscribe for or purchase securities. No further approval or authorization of any stockholder, the Board of Directors of the Company or others is required for the issuance and sale of the Securities. There Except as disclosed in Schedule 3.1(g), there are no stockholders agreements, voting agreements or other similar agreements with respect to the Company’s 's capital stock to which the Company is a party or, to the knowledge of the Company, between or among any of the Company’s 's stockholders. A complete list of stockholders of record, with their shareholdings as of ______________, is included in Schedule 3.1(g).

Capitalization. The capitalization of the Company is as set forth on Schedule 3.1(g). Except as provided set forth in Schedule 3.1(g), the Company has not issued any capital stock since its most recently filed periodic report under the Exchange Act, other than pursuant to the exercise of employee stock options under the Company’s equity compensation stock option plans, the issuance of shares of Common Stock to employees pursuant to the Company’s equity compensation employee stock purchase plans and pursuant to the conversion and/or exercise of Common Stock Equivalents outstanding as of the date of the most recently filed periodic report under the Exchange Act. Except as provided in Schedule 3.1(g), no No Person has any right of first refusal, preemptive right, right of participation, or any similar right to participate in the transactions contemplated by the Transaction Documents. Except as a result of the purchase and sale of the Securities and except or as set forth on Schedule 3.1(g), there are no outstanding options, warrants, scrip rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities, rights or obligations convertible into or exercisable or exchangeable for, or giving any Person any right to subscribe for or acquire, any shares of Common StockStock or the capital stock of any Subsidiary, or contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to issue additional shares of Common Stock or Common Stock EquivalentsEquivalents or capital stock of any Subsidiary. Except as set forth on Schedule 3.1(g), the The issuance and sale of the Securities will not obligate the Company or any Subsidiary to issue shares of Common Stock or other securities to any Person (other than the Purchasers) and will not result in a right of any holder of Company securities to adjust the exercise, conversion, exchange or reset price under any of such securities. There are no outstanding securities or instruments of the Company or any Subsidiary that contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to redeem a security of the Company or such Subsidiary. Except as set forth in Schedule 3.1(g), the Company does not have any stock appreciation rights or “phantom stock” plans or agreements or any similar plan or agreement. All of the outstanding shares of capital stock of the Company are duly authorized, validly issued, fully paid and nonassessable, have been issued in compliance in all material respects with all federal and state securities laws, and none of such outstanding shares was issued in violation of any preemptive rights or similar rights to subscribe for or purchase securities. No further approval or authorization of any stockholder, the Board of Directors or others is required for the issuance and sale of the Securities. There are no stockholders agreements, voting agreements or other similar agreements with respect to the Company’s capital stock to which the Company is a party or, to the knowledge of the Company, between or among any of the Company’s stockholders.

Capitalization. The capitalization of the Company and its Subsidiaries is as set forth on Schedule 3.1(g). Other than as set forth on Schedule 3.1(g), the Company and the Subsidiaries have no indebtedness for money borrowed. Except as provided in set forth on Schedule 3.1(g), the Company has not issued any capital stock since its most recently filed periodic report under the Exchange ActJanuary 1, other than pursuant to the exercise of employee stock options under the Company’s equity compensation plans, the issuance of shares of Common Stock to employees pursuant to the Company’s equity compensation plans and pursuant to the conversion and/or exercise of Common Stock Equivalents outstanding as of the date of the most recently filed periodic report under the Exchange Act2022. Except as provided in Schedule 3.1(g), no No Person has any right of first refusal, preemptive right, right of participation, or any similar right to participate in the transactions contemplated by the Transaction Documents. Except as set forth on Schedule 3.1(g), as a result of the purchase and sale of the Securities and except as set forth on Schedule 3.1(g)Securities, there are no outstanding options, warrants, scrip script rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities, rights or obligations convertible into or exercisable or exchangeable for, or giving any Person any right to subscribe for or acquire, any shares of Common Stockcommon stock of the Company, 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 common stock, of the Company or Common Stock Equivalentssecurities or rights convertible or exchangeable into shares of common stock of the Company or its Subsidiaries. Except as set forth on Schedule 3.1(g), the issuance and sale of the Securities will not obligate the Company or any Subsidiary to issue shares of Common Stock of the Company or any Subsidiary or other securities to any Person (other than the PurchasersPurchaser) and will not result in a right of the Company’s or any holder of Company its Subsidiaries’ securities to adjust the exercise, conversion, exchange or reset price under any of such securities. All of the outstanding shares of capital stock of in the Company and its Subsidiaries are duly authorized, validly issued, fully paid and nonassessable, have been issued in material compliance with all federal and state securities laws, and none of such outstanding shares was issued in violation of any preemptive rights or similar rights to subscribe for or purchase securities. No further approval or authorization of any stockholder, the Board of Directors of the Company or any of its Subsidiaries or others is required for the issuance and sale of the Securities. There are no stockholders stockholders’ agreements, voting agreements or other similar agreements with respect to the Company’s or any of its Subsidiaries’ capital stock to which the Company or any of its Subsidiaries is a party or, to the knowledge of the CompanyCompany or such Subsidiary, between or among any of the Company’s stockholdersstockholders or any stockholder of its Subsidiaries.

Capitalization. The capitalization of the Company is as set forth on Schedule 3.1(g). Except as provided in set forth on Schedule 3.1(g), the Company has not issued any capital stock since its most recently filed periodic report under the Exchange Act, other than pursuant to the exercise of employee stock options under the Company’s equity compensation stock option plans, the issuance of shares of Common Stock to employees pursuant to the Company’s equity compensation employee stock purchase plans and pursuant to the conversion and/or exercise of Common Stock Equivalents outstanding as of the date of the most recently filed periodic report under the Exchange Act. Except as provided in set forth on Schedule 3.1(g), no Person has any right of first refusal, preemptive right, right of participation, or any similar right to participate in the transactions contemplated by the Transaction Documents. Except as set forth on Schedule 3.1(g) and/or as a result of the purchase and sale of the Securities and except as set forth on Schedule 3.1(g)Securities, there are no outstanding options, warrants, scrip rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities, rights or obligations convertible into or exercisable or exchangeable for, or giving any Person any right to subscribe for or acquire, any shares of Common Stock, or contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to issue additional shares of Common Stock or Common Stock Equivalents. Except as set forth on Schedule 3.1(g), the issuance and sale of the Securities will not obligate the Company to issue shares of Common Stock or other securities to any Person (other than the Purchasers) and will not result in a right of any holder of Company securities to adjust the exercise, conversion, exchange or reset price under any of such securities. All of the outstanding shares of capital stock of the Company are duly authorized, validly issued, fully paid and nonassessable, have been issued in compliance with all federal and state securities laws, and none of such outstanding shares was issued in violation of any preemptive rights or similar rights to subscribe for or purchase securities. No further approval or authorization of any stockholder, the Board of Directors or others is required for the issuance and sale of the Securities. There Except as set forth on Schedule 3.1(g), there are no stockholders agreements, voting agreements or other similar agreements with respect to the Company’s capital stock to which the Company is a party or, to the knowledge of the Company, between or among any of the Company’s stockholders.

Capitalization. The capitalization number of shares and type of all authorized, issued and outstanding capital stock of the Company Borrower, and all shares of Common Stock reserved for issuance under the Borrower’s various option and incentive plans, is as set forth on in Disclosure Schedule 3.1(g). Except as provided set forth in Disclosure Schedule 3.1(g), the Company has not issued any capital stock since its most recently filed periodic report under the Exchange Act, other than pursuant to the exercise of employee stock options under the Company’s equity compensation plans, the issuance of shares of Common Stock to employees pursuant to the Company’s equity compensation plans and pursuant to the conversion and/or exercise of Common Stock Equivalents outstanding as no securities of the date of the most recently filed periodic report under the Exchange Act. Except as provided in Schedule 3.1(g)Borrower are entitled to preemptive or similar rights, and no Person has any right of first refusal, preemptive right, right of participation, or any similar right to participate in the transactions contemplated by the Transaction Documents. Except as a result of the purchase and sale of the Securities and except as set forth on disclosed in Disclosure Schedule 3.1(g), there are no outstanding options, warrants, scrip rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities, rights or obligations convertible into or exercisable or exchangeable for, or giving any Person any right to subscribe for or acquire, any shares of Common Stock, or contracts, commitments, understandings or arrangements by which the Company Borrower or any Subsidiary is or may become bound to issue additional shares of Common Stock Stock, or securities or rights convertible or exchangeable into shares of Common Stock EquivalentsStock. Except as set forth on in Disclosure Schedule 3.1(g), the issuance issue and sale of the Securities will not not, immediately or with the passage of time, obligate the Company Borrower to issue shares of Common Stock or other securities to any Person (other than the PurchasersLender) and will not result in a right of any holder of Company Borrower securities to adjust the exercise, conversion, exchange or reset price under any of such securities. All of the outstanding shares of capital stock of the Company are duly authorized, validly issued, fully paid and nonassessable, have been issued in compliance with all federal and state securities laws, and none of such outstanding shares was issued in violation of any preemptive rights or similar rights to subscribe for or purchase securities. No further approval or authorization of any stockholder, the Board of Directors or others is required for the issuance and sale of the Securities. There are no stockholders agreements, voting agreements or other similar agreements with respect to the Company’s capital stock to which the Company is a party or, to the knowledge of the Company, between or among any of the Company’s stockholders.

Capitalization. The capitalization of the Company is as set forth on Schedule 3.1(g). Except as provided in set forth on Schedule 3.1(g), the Company has not issued any capital stock since its most recently filed periodic report under the Exchange Act, other than pursuant to except for the exercise of employee stock options under the Company’s equity compensation stock plans, the issuance of shares of Common Stock to employees pursuant to the Company’s equity compensation plans employee stock plans, the issuance of restricted stock or warrants to consultants and pursuant to the conversion and/or exercise of Common Stock Equivalents outstanding as of the date of the most recently filed periodic report under the Exchange Act. Except as provided in set forth on Schedule 3.1(g), no No Person has any right of first refusal, preemptive right, right of participation, or any similar right to participate in the transactions contemplated by the Transaction Documents. Except as a result of the purchase and sale of the Securities Securities, there are no outstanding options (other than employee, director and consultant stock options), warrants (except as set forth on Schedule 3.1(g), there are no outstanding options, warrants), scrip rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities, rights or obligations convertible into or exercisable or exchangeable for, or giving any Person any right to subscribe for or acquire, any shares of Common Stock, or contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to issue additional shares of Common Stock or Common Stock Equivalents. Except as set forth on Schedule 3.1(g), the The issuance and sale of the Securities will not obligate the Company to issue shares of Common Stock or other securities to any Person (other than the Purchasers) ). Because the Company’s Series B-2 preferred stock is accorded with full-ratchet anti-dilution protection, the issuance and sale of the Securities will not result in a right reset of any holder the conversion price of Company securities the outstanding Series B-2 preferred stock (currently $2.45) to adjust match the exercise, conversion, exchange or reset price under any Conversion Price of such securitiesthe Series C-1 Preferred Stock being issued pursuant to this Agreement. All of the outstanding shares of capital stock of the Company are duly authorized, validly issued, fully paid and nonassessable, have been issued in compliance with all federal and state securities laws, and none of such outstanding shares was issued in violation of any preemptive rights or similar rights to subscribe for or purchase securities. No further approval or authorization of any stockholder, the Board of Directors or others is required for the issuance and sale of the Securities. There are no stockholders agreements, voting agreements or other similar agreements with respect to the Company’s capital stock to which the Company is a party or, to the knowledge of the Company, between or among any of the Company’s stockholders.

Capitalization. (a) The authorized and outstanding capitalization of the Company is as set forth described on Schedule 3.1(g)II attached hereto. Except as provided in Schedule 3.1(g), the The Company has not issued any capital stock since its most recently filed periodic report under the Exchange Act, other than pursuant to the exercise such filing. All shares of employee stock options under the Company’s equity compensation plansissued and outstanding capital stock have been duly authorized, are validly issued and outstanding, and are fully paid and nonassessable. No securities issued by the Company from the date of its incorporation to the date hereof were issued in violation of any statutory or common law preemptive rights. There are no dividends which have accrued or been declared but are unpaid on the capital stock of the Company. All taxes required to be paid by the Company in connection with the issuance and any transfers of shares of Common Stock to employees pursuant to the Company’s equity compensation plans and pursuant to the conversion and/or exercise of Common Stock Equivalents outstanding as capital stock have been paid. All securities of the date Company have been issued in all material respects in accordance with the provisions of the most recently filed periodic report under the Exchange Act. Except as provided in Schedule 3.1(g), no all applicable securities and other laws. (b) No Person has any right of first refusal, preemptive right, right of participation, or any similar right to participate in the transactions contemplated by the Transaction Documents. Except as a result of the purchase and sale of the Securities and except as set forth on Schedule 3.1(g)for employee and director stock options under the Company’s equity compensation plans of approximately (i) 1,674,000 outstanding warrants to purchase approximately 6,878,000 shares of Common Stock, and (ii) 709,000 shares of Preferred Stock, convertible into 709,000 shares of Common Stock, there are no outstanding options, warrants, scrip rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities, rights or obligations convertible into or exercisable or exchangeable for, or giving any Person any right to subscribe for or acquire, any shares of Common Stock, or contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to issue additional shares of Common Stock, or securities or rights convertible or exchangeable into shares of Common Stock or (“Common Stock Equivalents”). Except as set forth on Schedule 3.1(g), the issuance The issue and sale of the Securities will not obligate the Company to issue shares of Common Stock or other securities to any Person (other than the PurchasersInvestors) and will not result in a right of any holder of Company securities to adjust the exercise, conversion, exchange or reset price under any of such securities. All of the outstanding shares of capital stock of the Company are duly authorized, validly issued, fully paid and nonassessable, have been issued in compliance with all federal and state securities laws, and none of such outstanding shares was issued in violation of any preemptive rights or similar rights to subscribe for or purchase securities. No further approval or authorization of any stockholder, the Board of Directors or others is required for the issuance and sale of the Securities. There are no stockholders agreements, voting agreements or other similar agreements with respect to the Company’s capital stock to which the Company is a party or, to the knowledge of the Company, between or among any of the Company’s stockholders.

Capitalization. The capitalization of Other than disclosed in the Company is SEC Reports and as set forth on Schedule 3.1(g). Except as provided in Schedule 3.1(g), the Company has not issued any capital stock since its most recently filed periodic report under the Exchange Act, other than pursuant to the exercise of employee stock options under the Company’s equity compensation stock option plans, the issuance of shares of Common Stock to employees pursuant to the Company’s equity compensation plans employee stock purchase plan and pursuant to the conversion and/or or exercise of outstanding Common Stock Equivalents outstanding all as of the date of the most recently filed periodic report under the Exchange Act. Except as provided in set forth on Schedule 3.1(g), . No securities of the Company are entitled to preemptive or similar rights and no Person has any right of first refusal, preemptive right, right of participation, or any similar right to participate in the transactions contemplated by the Transaction Documents. Except As of the date of this Agreement, except as disclosed in the SEC Reports and as set forth in Schedule 3.1(g) and as a result of the purchase and sale of the Securities and except as set forth on Schedule 3.1(g)Warrants, there are no outstanding options, warrants, scrip script rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities, rights or obligations convertible into or exercisable or exchangeable for, or giving any Person any right to subscribe for or acquire, any shares of Common Stockthe capital stock of the Company, or contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to issue additional shares of its capital stock, or securities or rights convertible or exchangeable into shares of Common Stock or Common Stock EquivalentsStock. Except as set forth on Schedule 3.1(g), the The issuance and sale of the Securities will not obligate the Company to issue shares of Common Stock or other securities to any Person (other than the Purchasers) and will not result in a right of any holder of Company securities to adjust the exercise, conversion, exchange or reset price under any of such securities. All of the outstanding shares of capital stock of the Company are duly authorized, validly issued, fully paid and nonassessable, have been issued in compliance with all federal and state securities laws, and none of such outstanding shares was issued in violation of any preemptive rights or similar rights to subscribe for or purchase securities. No further approval or authorization of any stockholder, the Board of Directors of the Company or others is required for the issuance and sale of the Securities. There are no stockholders agreements, voting agreements or other similar agreements with respect to the Company’s capital stock to which the Company is a party or, to the knowledge Knowledge of the Company, between or among any of the Company’s stockholders.

Capitalization. The capitalization of the Company as of the date hereof is as set forth on Schedule 3.1(g), which Schedule 3.1(g) shall also include the number of shares of Common Stock owned beneficially, and of record, by Affiliates of the Company as of the date hereof. Except as provided in set forth on Schedule 3.1(g), the Company has not issued any capital stock since its most recently filed periodic report under the Exchange Act, other than pursuant to the exercise of employee stock options under the Company’s equity compensation stock option plans, the issuance of shares of Common Stock to employees pursuant to the Company’s equity compensation employee stock purchase plans and pursuant to the conversion and/or exercise of Common Stock Equivalents outstanding as of the date of the most recently filed periodic report under the Exchange Act. Except as provided in Schedule 3.1(g), no No Person has any right of first refusal, preemptive right, right of participation, or any similar right to participate in the transactions contemplated by the Transaction Documents, other than the preemptive rights set forth in (A) that certain Letter Agreement, dated June 8, 2015, between the Company and Jxxxxxx Xxxxxxx and (B) that certain Letter Agreement, dated December 17, 2021, between the Company and Dxxxx Xxxxx, which have been irrevocably waived in relation to the Registration Statement and offer of Securities thereunder. Except as a result of the purchase and sale of the Securities and except as set forth on Schedule 3.1(g), there are no outstanding options, warrants, scrip rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities, rights or obligations convertible into or exercisable or exchangeable for, or giving any Person any right to subscribe for or acquire, any shares of Common StockStock or the capital stock of any Subsidiary, or contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to issue additional shares of Common Stock or Common Stock EquivalentsEquivalents or capital stock of any Subsidiary. Except as set forth on Schedule 3.1(g), the The issuance and sale of the Securities will not obligate the Company or any Subsidiary to issue shares of Common Stock or other securities to any Person (other than the Purchasers) and will not result in a right ). There are no outstanding securities or instruments of the Company or any holder of Company securities to adjust Subsidiary with any provision that adjusts the exercise, conversion, exchange or reset price under any of such securitiessecurity or instrument upon an issuance of securities by the Company or any Subsidiary. There are no outstanding securities or instruments of the Company or any Subsidiary that contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to redeem a security of the Company or such Subsidiary. The Company does not have any stock appreciation rights or “phantom stock” plans or agreements or any similar plan or agreement. All of the outstanding shares of capital stock of the Company are duly authorized, validly issued, fully paid and nonassessable, have been issued in compliance with all federal and state securities laws, and none of such outstanding shares was issued in violation of any preemptive rights or similar rights to subscribe for or purchase securities. No further approval or authorization of any stockholder, the Board of Directors or others is required for the issuance and sale of the Securities. There are no stockholders agreements, voting agreements or other similar agreements with respect to the Company’s capital stock to which the Company is a party or, to the knowledge of the Company, between or among any of the Company’s stockholders.

Capitalization. The capitalization of the Company as of September 30, 2016 is as set forth on Schedule 3.1(g3.1(a). Except as provided in disclosed on Schedule 3.1(g3.1(a), the Company has not issued any capital stock since its most recently filed periodic report under the Exchange ActSeptember 30, 2016, other than pursuant to the exercise of employee stock options under the Company’s equity compensation stock option plans, the issuance of shares of Common Stock to employees pursuant to the Company’s equity compensation plans employee stock purchase plans, the issuance of shares of Common Stock pursuant to the Company’s at-the-market sales agreement and pursuant to the conversion and/or exercise of Common Stock Equivalents outstanding as of the date of the most recently filed periodic report under the Exchange Act. Except as provided in Schedule 3.1(g), no No Person has any right of first refusal, preemptive right, right of participation, or any similar right to participate in the transactions contemplated by the Transaction Documentsthis Agreement. Except as disclosed on Schedule 3.1(a) and as a result of the purchase and sale of the Securities and except as set forth on Schedule 3.1(g)Shares, there are no outstanding options, warrants, scrip rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities, rights or obligations convertible into or exercisable or exchangeable for, or giving any Person any right to subscribe for or acquire, any shares of Common Stock, or contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to issue additional shares of Common Stock or Common Stock Equivalents. Except as set forth on Schedule 3.1(g), the The issuance and sale of the Securities Shares will not obligate the Company to issue shares of Common Stock or other securities to any Person (other than the Purchasers) and will not result in a right of any holder of Company securities to adjust the exercise, conversion, exchange or reset price under any of such securities. All of the outstanding shares of capital stock of the Company are duly authorized, validly issued, fully paid and nonassessable, have been issued in compliance with all federal and state securities laws, and none of such outstanding shares was issued in violation of any preemptive rights or similar rights to subscribe for or purchase securities. No further approval or authorization of any stockholder, the Board of Directors or others is required for the issuance and sale of the SecuritiesShares. There are no stockholders agreements, voting agreements or other similar agreements with respect to the Company’s capital stock to which the Company is a party or, to the knowledge of the Company, between or among any of the Company’s stockholders.

Capitalization. The capitalization of the Company is as set forth described in its most recently filed SEC Report on Schedule 3.1(g)Form 10-Q, except for issuances pursuant to this Agreement, stock option exercises, issuances pursuant to equity incentive plans or exercises of warrants. Except as provided in Schedule 3.1(g), the The Company has not issued any capital stock since the date of its most recently filed periodic report under the Exchange Act, SEC Report other than pursuant to reflect stock option and warrant exercises that do not, individually or in the exercise aggregate, have a material effect on the issued and outstanding capital stock, options and other securities of employee stock options under the Company’s equity compensation plans, the issuance of shares of Common Stock to employees pursuant to the Company’s equity compensation plans and pursuant to the conversion and/or exercise of Common Stock Equivalents outstanding as of the date of the most recently filed periodic report under the Exchange Act. Except as provided in Schedule 3.1(g), no No Person has any right of first refusal, preemptive right, right of participation, or any similar right to participate in the transactions contemplated by the Transaction DocumentsDocuments that have not been effectively waived as of the Closing Date. Except as set forth on Schedule 3.1(g), or as a result of the purchase and sale of the Securities Shares and except as set forth on Schedule 3.1(g)Warrants, there are no outstanding options, warrants, scrip rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities, rights or obligations convertible into or exercisable or exchangeable for, or giving any Person any right to subscribe for or acquire, acquire any shares of Common Stock, or contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to issue additional shares of Common Stock or Common Stock Equivalents. Except as set forth on Schedule 3.1(g), the issuance and sale of the Securities Shares and Warrants will not obligate the Company to issue shares of Common Stock or other securities to any Person (other than the Purchasers) and will not result in a right of any holder of Company securities to adjust the exercise, conversion, exchange or reset price under any of such securities. All of the outstanding shares of capital stock of the Company are duly authorized, validly issued, fully paid and nonassessable, have been issued in compliance in all material respects with all applicable federal and state securities laws, and none of such outstanding shares was issued in violation of any preemptive rights or similar rights to subscribe for or purchase securitiessecurities which violation would have or would reasonably be expected to result in a Material Adverse Effect. No further approval or authorization of any stockholder, the Board of Directors or others is required for the issuance and sale of the Securities. There are no stockholders agreements, voting agreements or other similar agreements with respect to the Company’s capital stock to which the Company is a party or, to the knowledge of the Company’s Knowledge, between or among any of the Company’s stockholders.

Capitalization. The capitalization of the Company is as set forth on Schedule 3.1(g)described in the Company’s most recent periodic report filed with the Commission. Except as provided in Schedule 3.1(g), the The Company has not issued any capital stock since its most recently filed periodic report under the Exchange Act, such filing other than pursuant to the exercise of employee stock options under the Company’s equity compensation stock option plans, the issuance of shares of Common Stock to employees pursuant to the Company’s equity compensation plans and employee stock purchase plan, pursuant to the conversion and/or or exercise of Common Stock Equivalents outstanding as of on the date of hereof, and in connection with the most recently filed periodic report under private placement transactions announced by the Exchange ActCompany on December 5, 2003 (the “December 5 Transaction”). Except as provided in Schedule 3.1(g), no No Person has any right of first refusal, preemptive right, right of participation, or any similar right to participate in the transactions contemplated by the Transaction Documents. Except as a result of the purchase and sale of the Securities Securities, the warrants and options issued to the purchasers in the December 5 Transaction, and except as set forth on Schedule 3.1(g)for employee stock options under the Company’s stock option plans and except for employee rights under the Company’s employee stock purchase plan, there are no outstanding options, warrants, scrip script rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities, rights or obligations convertible into or exercisable or exchangeable for, or giving any Person any right to subscribe for or acquire, any shares of Common Stock, or contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to issue additional shares of Common Stock Stock, or securities or rights convertible or exchangeable into shares of Common Stock EquivalentsStock. Except as set forth on Schedule 3.1(g), the issuance The issue and sale of the Securities will not obligate the Company to issue shares of Common Stock or other securities to any Person (other than the Purchasers) and will not result in a right of any holder of Company securities to adjust the exercise, conversion, exchange or reset price under any of such securities. All of the outstanding shares of capital stock of the Company are duly authorized, validly issued, fully paid and nonassessable, have been issued in compliance with all federal and state securities laws, and none of such outstanding shares was issued in violation of any preemptive rights or similar rights to subscribe for or purchase securities. No further approval or authorization of any stockholder, the Board of Directors or others is required for the issuance and sale of the Securities. There are no stockholders agreements, voting agreements or other similar agreements with respect to the Company’s capital stock to which the Company is a party or, to the knowledge of the Company, between or among any of the Company’s stockholders.

Capitalization. The capitalization of the Company is as set forth on Schedule 3.1(g). Except as provided in ) of the Disclosure Schedules, which Schedule 3.1(g)) shall also include the number of shares of Common Stock owned beneficially, and of record, by Affiliates of the Company as of the date hereof. The Company has not issued any capital stock since its most recently filed periodic report under the Exchange Act, other than pursuant to the exercise of employee stock options or issuance of restricted stock under the Company’s equity compensation plans, the issuance of shares of Common Stock to employees pursuant to the Company’s equity compensation plans Incentive Plan and pursuant to the conversion and/or or exercise of Common Stock Equivalents outstanding as of the date of the most recently filed periodic report under the Exchange Act. Except as provided in Schedule 3.1(g), no No Person has any right of first refusal, preemptive right, right of participation, or any similar right to participate in the transactions contemplated by the Transaction Documents. Except as a result of the purchase and sale of the Securities and except as set forth on Schedule 3.1(g)Shares, there are no outstanding options, warrants, scrip rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities, rights or obligations convertible into or exercisable or exchangeable for, or giving any Person any right to subscribe for or acquire, any shares of Common Stock, or contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to issue additional shares of Common Stock or Common Stock Equivalents. Except as set forth on Schedule 3.1(g), the The issuance and sale of the Securities Shares will not obligate the Company to issue shares of Common Stock or other securities to any Person (other than the Purchasers) and will not result in a right of any holder of Company securities to adjust the exercise, conversion, exchange or reset price under any of such securities. All of the outstanding shares of capital stock of the Company are duly authorized, validly issued, fully paid and nonassessable, have been issued in compliance with all federal and state securities laws, and none of such outstanding shares was issued in violation of any preemptive rights or similar rights to subscribe for or purchase securities. No further approval or authorization of any stockholder, the Board of Directors or others is required for the issuance and sale of the SecuritiesShares. There Other than that certain Second Amended and Restated Investors’ Right dated November 23, 1999 (filed as Exhibit 10.4 to the Company’s Registration Statement on Form S-1 with respect to its initial public offering), there are no stockholders agreements, voting agreements or other similar agreements with respect to the Company’s capital stock to which the Company is a party or, to the knowledge of the Company, between or among any of the Company’s stockholders.

Capitalization. The capitalization of the Company as of the date hereof is as set forth on Schedule 3.1(g3.1(h), which Schedule 3.1(h) shall also include the number of Common Shares owned beneficially, and of record, by Affiliates of the Company as of the date hereof. Except as provided in set forth on Schedule 3.1(g3.1(h), the Company has not issued any capital stock since its most recently filed periodic report under the Exchange Act, other than pursuant to the exercise of employee stock options under the Company’s equity compensation stock option plans, the issuance of shares of Common Stock Shares to employees pursuant to the Company’s equity compensation employee stock purchase plans and pursuant to the conversion and/or exercise of Common Stock Share Equivalents outstanding as of the date of the most recently filed periodic report under the Exchange Act. Except as provided in Schedule 3.1(g), no No Person has any right of first refusal, preemptive right, right of participation, or any similar right to participate in the transactions contemplated by the Transaction Documents. Except as set forth on Schedule 3.1(h) and as a result of the purchase and sale of the Securities and except as set forth on Schedule 3.1(g)Securities, there are no outstanding options, warrants, scrip rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities, rights or obligations convertible into or exercisable or exchangeable for, or giving any Person any right to subscribe for or acquire, any shares Common Shares or the capital stock of Common Stockany Subsidiary, 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 Shares or Common Stock EquivalentsShare Equivalents or capital stock of any Subsidiary. Except Other than as set forth on Schedule 3.1(g3.1(h), the issuance and sale of the Securities will not obligate the Company or any Subsidiary to issue shares of Common Stock Shares or other securities to any Person (other than the PurchasersUnderwriters) and will not result in a right of any holder of Company securities or instruments to adjust the exercise, conversion, exchange or reset price under any such securities or instruments. There are no outstanding securities or instruments of the Company or any Subsidiary that contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to redeem a security of the Company or such securitiesSubsidiary. The Company does not have any stock appreciation rights or “phantom stock” plans or agreements or any similar plan or agreement. All of the outstanding shares of capital stock of the Company are duly authorized, validly issued, fully paid and nonassessable, have been issued in compliance with all federal and state securities laws, and none of such outstanding shares was issued in violation of any preemptive rights or similar rights to subscribe for or purchase securities. The authorized shares of the Company conform in all material respects to all statements relating thereto contained in the Registration Statement, the General Disclosure Package and the Prospectus. The offers and sales of the Company’s securities were at all relevant times either registered under the Securities Act and the applicable state securities or Blue Sky laws or, based in part on the representations and warranties of the purchasers, exempt from such registration requirements. No further approval or authorization of any stockholdershareholder, the Board of Directors or others is required for the issuance and sale of the Securities. There Other than as set forth on Schedule 3.1(h), there are no stockholders shareholders agreements, voting agreements or other similar agreements with respect to the Company’s capital stock to which the Company is a party or, to the knowledge of the Company, between or among any of the Company’s stockholdersshareholders.

Capitalization. The capitalization of the Company is as set forth on Schedule 3.1(g4.1(g), which Schedule 4.1(g) shall also include the number of shares of Common Stock owned beneficially, and of record, by affiliates of the Company as of the date hereof. Except as provided in set forth on Schedule 3.1(g4.1(g), the Company has not issued any capital stock since its most recently filed periodic report under the Exchange Act, other than pursuant to the exercise of employee stock options under the Company’s equity compensation stock option plans, the issuance of shares of Common Stock to employees pursuant to the Company’s equity compensation employee stock purchase plans and pursuant to the conversion and/or exercise of Common Stock Equivalents equivalents outstanding as of the date of the most recently filed periodic report under the Exchange ActSEC Document. Except as provided in Schedule 3.1(g), no No Person has any right of first refusal, preemptive right, right of participation, or any similar right to participate in the transactions contemplated by the Transaction Documents. Except as set forth on Schedule 4.1(g) and except as a result of the purchase and sale of the Securities and except as set forth on Schedule 3.1(g)Securities, there are no outstanding options, warrants, scrip rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities, rights or obligations convertible into or exercisable or exchangeable for, or giving any Person any right to subscribe for or acquire, acquire any shares of Common Stock, or contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to issue additional shares of Common Stock or Common Stock Equivalentsequivalents. Except as set forth on Schedule 3.1(g), the The issuance and sale of the Securities will not obligate the Company to issue shares of Common Stock or other securities to any Person (other than the Purchasers) and will not result in a right of any holder of Company securities to adjust the exercise, conversion, exchange or reset price under any of such securities. All of the outstanding shares of capital stock of the Company are duly authorized, validly issued, fully paid and nonassessable, have been issued in compliance with all federal and state securities laws, and none of such outstanding shares was issued in violation of any preemptive rights or similar rights to subscribe for or purchase securities. No further approval or authorization of any stockholder, the Board of Directors or others is required for the issuance and sale of the Securities. There are no stockholders agreements, voting agreements or other similar agreements with respect to the Company’s capital stock to which the Company is a party or, to the knowledge of the Company, between or among any of the Company’s stockholders.

Capitalization. The capitalization Schedule 4.3 sets forth an accurate and complete list of the Company is Membership Interests owned by each Seller and Sable Environmental. Sellers and Sable Environmental, as applicable, are the direct owners, holders of record, and beneficial owners of the Membership Interests as set forth on Schedule 3.1(g). Except as provided in Schedule 3.1(g), the Company has not issued any capital stock since its most recently filed periodic report under the Exchange Act4.3 free and clear of all Liens, other than those arising by virtue of any actions taken by or on behalf of Purchaser or its Affiliates or pursuant to the exercise of employee stock options under the Company’s equity compensation plansor described in this Agreement, the issuance Governing Documents of shares of Common Stock to employees pursuant to the each Acquired Company’s equity compensation plans , applicable securities Laws or Schedule 4.3, and pursuant to the conversion and/or exercise of Common Stock Equivalents outstanding as none of the date of the most recently filed periodic report under the Exchange Act. Except as provided in Schedule 3.1(g)Membership Interests are subject to any voting trust, no Person has any right of first refusalmember or partnership agreement or voting agreement or other agreement, preemptive right, right instrument or understanding with respect to any purchase, sale, issuance, transfer, repurchase, redemption or voting of participationany Equity Securities of each Acquired Company, other than the Governing Documents of such Acquired Company or any similar right to participate in the transactions contemplated by the Transaction Documents. Except as a result of the purchase and sale of the Securities and except as set forth on Schedule 3.1(g)4.3. When transferred to Purchaser at the Closing, there are no outstanding optionsthe Membership Interests will be owned by Purchaser free and clear of all Liens, warrants, scrip rights to subscribe to, calls or commitments other than those arising by virtue of any character whatsoever relating to, actions taken by or securities, rights on behalf of Purchaser or obligations convertible into its Affiliates and restrictions on transfer that may be imposed by federal or exercisable or exchangeable for, or giving any Person any right to subscribe for or acquire, any shares of Common Stock, or contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to issue additional shares of Common Stock or Common Stock Equivalentsstate securities Laws. Except as set forth on Schedule 3.1(g), the issuance and sale of the Securities will not obligate the Company to issue shares of Common Stock or other securities to any Person (other than the Purchasers) and will not result in a right of any holder of Company securities to adjust the exercise, conversion, exchange or reset price under any of such securities. All of the outstanding shares of capital stock of the Company The Membership Interests are duly authorized, validly issued, fully paid and nonassessable, have been issued except as provided in compliance with all federal Sections 101.114 and state securities laws101.206 of the Texas Business Organizations Code, and none constitute all of such the outstanding shares was issued in violation Equity Securities of each Acquired Company. Except as set forth on Schedule 4.3, the Acquired Companies have not granted to any Person any agreement or option, or any right or privilege capable of becoming an agreement or option, for the purchase, subscription, allotment or issue of any preemptive rights or similar rights to subscribe for or purchase securities. No further approval or authorization of any stockholder, the Board of Directors or others is required for the issuance and sale unissued Equity Securities of the SecuritiesAcquired Companies. There are no stockholders agreementsoutstanding contractual obligations of an Acquired Company to repurchase, voting agreements redeem or other similar agreements with respect to the otherwise acquire any Equity Interest in such Acquired Company’s capital stock to which the Company is a party or, to the knowledge of the Company, between or among any of the Company’s stockholders.

Capitalization. The capitalization of the Company as of September 30, 1999 is as set forth on Schedule 3.1(gin the Placement Memorandum (excluding unvested options and treasury shares). Except as provided in Schedule 3.1(g), the The Company has not issued any capital stock since its most recently filed periodic report under the Exchange Act, that date other than pursuant to (i) employee benefit plans disclosed in the exercise of employee stock Placement Memorandum, or (ii) outstanding warrants or options under disclosed in the Company’s equity compensation plans, the issuance of shares of Common Stock Placement Memorandum. The Shares to employees be sold pursuant to the Company’s equity compensation plans Agreements have been duly authorized, and pursuant to when issued and paid for in accordance with the conversion and/or exercise of Common Stock Equivalents outstanding as terms of the date of the most recently filed periodic report under the Exchange ActAgreements will be duly and validly issued, fully paid and nonassessable. Except as provided in Schedule 3.1(g), no Person has any right of first refusal, preemptive right, right of participation, or any similar right to participate in the transactions contemplated by the Transaction Documents. Except as a result of the purchase and sale of the Securities and except as set forth on Schedule 3.1(g), there are no outstanding options, warrants, scrip rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities, rights or obligations convertible into or exercisable or exchangeable for, or giving any Person any right to subscribe for or acquire, any shares of Common Stock, or contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to issue additional shares of Common Stock or Common Stock Equivalents. Except as set forth on Schedule 3.1(g), the issuance and sale of the Securities will not obligate the Company to issue shares of Common Stock or other securities to any Person (other than the Purchasers) and will not result in a right of any holder of Company securities to adjust the exercise, conversion, exchange or reset price under any of such securities. All of the The outstanding shares of capital stock of the Company have been duly and validly issued and are duly authorized, validly issued, fully paid and nonassessable, have been issued in compliance with all federal and state securities laws, and none of such outstanding shares was were not issued in violation of any preemptive rights or similar rights to subscribe for or purchase securities. Except as set forth in or contemplated by the Placement Memorandum, there are no outstanding rights (including, without limitation, preemptive rights), warrants or options to acquire, or instruments convertible into or exchangeable for, any unissued shares of capital stock or other equity interest in the Company or any Subsidiary, or any contract, commitment, agreement, understanding or arrangement of any kind to which the Company is a party or of which the Company has knowledge and relating to the issuance or sale of any capital stock of the Company or any Subsidiary, any such convertible or exchangeable securities or any such rights, warrants or options. Without limiting the foregoing, no preemptive right, co-sale right, right of first refusal, registration right, or other similar right exists with respect to the Shares or the issuance and sale thereof. No further approval or authorization of any stockholder, the Board of Directors of the Company or others is required for the issuance and sale of the SecuritiesShares. There The Company owns the entire equity interest in each of its Subsidiaries, free and clear of any pledge, lien, security interest, encumbrance, claim or equitable interest, other than as described in the Placement Memorandum. Except as disclosed in the Placement Memorandum, there are no stockholders agreements, voting agreements or other similar agreements with respect to the Company’s capital stock Common Stock to which the Company is a party or, to the knowledge of the Company, between or among any of the Company’s 's stockholders.

Capitalization. The capitalization authorized and outstanding capital stock of the Company as of the date hereof is as set forth on Schedule 3.1(g)2.04(a) hereto. All of the outstanding shares of the capital stock of the Company are validly issued, fully paid and non-assessable and have been issued by the Company in compliance with all applicable federal and state securities laws and all applicable rules and regulations thereunder. The Securities to be issued hereunder have been validly authorized, and when delivered and paid for pursuant to this Agreement, will be validly issued and outstanding, and fully paid and non-assessable. Except for the satisfaction of any stockholder approvals and the clearance of the Information Statement (as provided defined in Schedule 3.1(gSection 3.07), the Company has not issued any capital stock since its most recently filed periodic report under the Exchange Act, other than pursuant to the exercise of employee stock options under the Company’s equity compensation plansConvertible Preferred Stock, the issuance of shares of Warrant and the Common Stock to employees pursuant to the Company’s equity compensation plans and pursuant to the be issued upon conversion and/or exercise of Common Stock Equivalents outstanding as of the date of the most recently filed periodic report under the Exchange Act. Except as provided in Schedule 3.1(g), no Person has any right of first refusal, preemptive right, right of participation, or any similar right to participate in the transactions contemplated by the Transaction Documents. Except as a result of the purchase and sale exchange of the Securities and except as set forth on Schedule 3.1(g), there are no outstanding options, warrants, scrip rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities, rights or obligations convertible into or exercisable or exchangeable for, or giving any Person any right to subscribe for or acquire, any shares of Common Stock, or contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to issue additional shares of Common Convertible Preferred Stock or Common Stock Equivalentsexercise of the Warrant have been validly authorized, and when delivered and paid for pursuant to this Agreement, will be validly issued and outstanding, and fully paid and non-assessable. Except as set forth on Schedule 3.1(g2.04(b), the issuance and sale of the Securities and the Stock will not obligate the Company give rise to issue shares (x) any preemptive rights or rights of Common Stock first refusal or other securities to any Person similar rights (other than the Purchasers) and will not result in a right rights of any holder of Company securities to adjust the exercise, conversion, exchange or reset price under any of such securities. All other shareholders of the Company to purchase in the Rights Offering) or (y) any anti-dilution rights or similar rights on behalf of anyone in existence either on the date hereof or on or prior to the Closing Date. Except as set forth on Schedule 2.04(b), there are no outstanding shares of (i) securities convertible into or exchangeable for the Company's capital stock; (ii) options, warrants or other rights to purchase or subscribe for capital stock of the Company are duly authorizedCompany; or (iii) contracts, validly issuedcommitments, fully paid and nonassessableagreements, have been issued in compliance with all federal and state securities laws, and none of such outstanding shares was issued in violation understandings or arrangements of any preemptive rights or similar rights kind relating to subscribe for or purchase securities. No further approval or authorization the issuance of any stockholder, the Board of Directors or others is required for the issuance and sale of the Securities. There are no stockholders agreements, voting agreements or other similar agreements with respect to the Company’s capital stock to which the Company is a party or, to the knowledge of the Company, between any such convertible or among exchangeable securities or any such options, warrants or rights. Except as set forth on Schedule 2.04(b), there is no outstanding right, option or other agreement of any kind to purchase or otherwise to receive from the Company any ownership interest in the Company or the Subsidiaries, and there is no outstanding right or security of any kind convertible into such ownership interest. Except as set forth on Schedule 2.04(b), there is no outstanding right, option or other agreement of any kind to register under the Securities Act of 1933, as amended, any securities of the Company’s stockholders.

Capitalization. The capitalization issued and outstanding capital stock of the Company as of the date hereof is as set forth on Schedule 3.1(g). Except as provided in Schedule 3.1(g3.1(f), which Schedule 3.1(f) shall also include the number of shares of Common Stock owned beneficially, and of record, by Affiliates of the Company as of the date hereof. The Company has not issued any capital stock since its most recently filed periodic report under the Exchange Act, other than pursuant to the exercise of employee stock options under the Company’s equity compensation stock option plans, the issuance of shares of Common Stock to employees pursuant to the Company’s equity compensation employee stock purchase plans and pursuant to the conversion and/or exercise of Common Stock Equivalents outstanding as of the date of the most recently filed periodic report under the Exchange Act. Except as provided in Schedule 3.1(g), no No Person has any right of first refusal, preemptive right, right of participation, or any similar right to participate in the transactions contemplated by the Transaction Documents. Except as a result of the purchase and sale of the Securities and except pursuant to this Agreement or as set forth on Schedule 3.1(g3.1(f), there are no outstanding options, warrants, scrip rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities, rights or obligations convertible into or exercisable or exchangeable for, or giving any Person any right to subscribe for or acquire, any shares of Common Stock, or contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to issue additional shares of Common Stock or Common Stock Equivalents. Except Other than as expressly set forth in the Unit Purchase Agreement, as set forth in this Agreement, or on Schedule 3.1(g3.1(f), the issuance and sale of the Securities will not obligate the Company to issue shares of Common Stock or other securities to any Person (other than the Purchasers) and will not result in a right ). Other than as set forth on Schedule 3.1(f), there are no outstanding securities or instruments of the Company with any holder of Company securities to adjust provision that adjusts the exercise, conversion, exchange or reset price under any of such securitiessecurity or instrument upon an issuance of securities by the Company. Other than the Redemption, as expressly set forth in the Unit Purchase Agreement, or on Schedule 3.1(f), there are no outstanding securities or instruments of the Company that contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company is or may become bound to redeem a security of the Company. Except as set forth on Schedule 3.1(f), the Company does not have any stock appreciation rights or “phantom stock” plans or agreements or any similar plan or agreement. All of the outstanding shares of capital stock of the Company are duly authorized, validly issued, fully paid and nonassessable, and have been issued in compliance with all federal and state securities laws, and none of such outstanding shares was issued in violation of any preemptive rights or similar rights to subscribe for or purchase securities. No further approval or authorization of any stockholderExcept as set forth in Schedule 3.1(f), the Board of Directors or others is required for the issuance and sale of the Securities. There here are no stockholders agreements, voting agreements or other similar agreements with respect to the Company’s capital stock to which the Company is a party or, to the knowledge of the Company, between or among any of the Company’s stockholders. The Company has not entered into any side letter or similar agreement with any Purchaser or any other investor in connection with such Purchaser’s or investor’s direct or indirect investment in the Company.

Capitalization. The capitalization of the Company as of the date hereof is as set forth on Schedule 3.1(g), which Schedule 3.1(g) shall also include the number of shares of Common Stock owned beneficially, and of record, by Affiliates of the Company as of the date hereof. Except as provided in set forth on Schedule 3.1(g), the Company has not issued any capital stock since its most recently filed periodic report under the Exchange Act, other than pursuant to the exercise of employee stock options under the Company’s equity compensation stock option plans, the issuance of shares of Common Stock to employees pursuant to the Company’s equity compensation employee stock purchase plans and pursuant to the conversion and/or exercise of Common Stock Equivalents outstanding as of the date of the most recently filed periodic report under the Exchange Act. Except as provided in Schedule 3.1(g), no No Person has any right of first refusal, preemptive right, right of participation, or any similar right to participate in the transactions contemplated by the Transaction Documents. Except as set forth on Schedule 3.1(g) and as a result of the purchase and sale of the Securities and except as set forth on Schedule 3.1(g)Securities, there are no outstanding options, warrants, scrip rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities, rights or obligations convertible into or exercisable or exchangeable for, or giving any Person any right to subscribe for or acquire, any shares of Common Stock, or contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to issue additional shares of Common Stock or Common Stock Equivalents. Except as set forth on Schedule 3.1(g), the The issuance and sale of the Securities will not obligate the Company or any Subsidiary to issue shares of Common Stock or other securities to any Person (other than the Purchasers) and will not result ). Except as previously disclosed in a right the Registration Statement or SEC Reports, as defined below, there are no outstanding securities or instruments of the Company or any holder of Company securities to adjust Subsidiary with any provision that adjusts the exercise, conversion, exchange or reset price under any of such securities. There are no outstanding securities or instruments of the Company or any Subsidiary that contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to redeem a security of the Company or such Subsidiary. The Company does not have any share appreciation rights or “phantom share” plans or agreements or any similar plan or agreement. All of the outstanding shares of capital stock of the Company are duly authorized, validly issued, fully paid and nonassessablenon-assessable, have been issued in compliance with all federal and state securities lawslaws where applicable, and none of such outstanding shares was issued in violation of any preemptive rights or similar rights to subscribe for or purchase securities. No Except for the Required Approvals, no further approval or authorization of any stockholdershareholder, the Board of Directors or others is required for the issuance and sale of the Securities. There are no stockholders shareholders agreements, voting agreements or other similar agreements with respect to the Company’s share capital stock to which the Company is a party or, to the knowledge of the Company, between or among any of the Company’s stockholdersshareholders.

Capitalization. The equity capitalization of the Company is as set forth on Schedule 3.1(g3.1(i). All of the issued and outstanding shares of Common Stock are fully paid and non-assessable and have been duly and validly authorized and issued, in compliance with all federal and state securities laws and not in violation of or subject to any preemptive or similar right that entitles any person to acquire from the Company any Common Stock or other security of the Company or any security convertible into, or exercisable or exchangeable for, Common Stock or any other such security, except for such rights as may have been fully satisfied or waived prior to the date hereof. Except as provided in set forth on Schedule 3.1(g3.1(i), the Company has not issued any capital stock since its most recently filed periodic report under the Exchange Act, other than pursuant to the exercise of employee stock options under the Company’s equity compensation plans, the issuance of shares of Common Stock to employees pursuant to the Company’s equity compensation plans and pursuant to the conversion and/or exercise of Common Stock Equivalents outstanding as of the date of the most recently filed periodic report under the Exchange Act. Except as provided in Schedule 3.1(g), no Person has any right of first refusal, preemptive right, right of participation, or any similar right to participate in the transactions contemplated by the Transaction Documents. Except as a result of the purchase and sale of the Securities and except as set forth on Schedule 3.1(g), there are no outstanding options, warrants, scrip rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities, rights or obligations convertible into or exercisable or exchangeable for, or giving any Person any right to subscribe for or acquire, any shares of Common Stock, or contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to issue additional shares of Common Stock or Common Stock Equivalents. Except as set forth on Schedule 3.1(g)No Person has any right of first refusal, pre-emptive right, right of participation, or any similar right to participate in the transactions contemplated by the Transaction Documents. The issuance and sale of the Securities Shares will not obligate the Company to issue shares of Common Stock or other securities to any Person (other than the Purchasers) and will not result in a right of any holder of Company securities to adjust the exercise, conversion, exchange or reset price under any of such securities. All of the There are no outstanding shares of capital stock securities or instruments of the Company with any provision that adjusts the exercise, conversion, exchange or reset price of such security or instrument upon an issuance of securities by the Company. Other than the unsecured convertible debentures of the Company, there are duly authorized, validly issued, fully paid and nonassessable, have been issued in compliance with all federal and state no outstanding securities lawsor instruments of the Company that contain any redemption or similar provisions, and none there are no contracts, commitments, understandings or arrangements by which the Company is or may become bound to redeem a security of such outstanding shares was issued in violation of any preemptive rights or similar rights to subscribe the Company. Except for or purchase securities. No the Required Approvals, no further approval or authorization of any stockholdershareholder of the Company, the Board of Directors or others is required for the issuance and sale of the SecuritiesShares. There are no stockholders shareholders agreements, voting agreements or other similar agreements with respect to the Company’s capital stock to which the Company is a party or, to the knowledge of the Company, between or among any of the Company’s stockholdersshareholders.

Capitalization. The capitalization aggregate number of shares and type of all authorized, issued and outstanding classes of capital stock, options and other securities of the Company as of the date hereof (whether or not presently convertible into or exercisable or exchangeable for shares of capital stock of the Company) is set forth in Section 3.1(f) of the Disclosure Schedule. All outstanding shares of capital stock are duly authorized, validly issued, fully paid and nonassessable and have been issued in compliance with all applicable securities laws. Except as set forth on Schedule 3.1(g). Except as provided in Schedule 3.1(g)Section 3.1(f) of the Disclosure Schedule, the Company has not issued any capital stock since its most recently filed periodic report under the Exchange Act, other than pursuant to the exercise of employee stock options under the Company’s equity compensation plans, the issuance of shares of Common Stock to employees pursuant to the Company’s equity compensation plans and pursuant to the conversion and/or exercise of Common Stock Equivalents outstanding as of the date of the most recently filed periodic report under the Exchange Act. Except as provided in Schedule 3.1(g), no Person has any right of first refusal, preemptive right, right of participation, or any similar right to participate in the transactions contemplated by the Transaction Documents. Except as a result of the purchase and sale of the Securities and except as set forth on Schedule 3.1(g), there are no outstanding options, warrants, scrip script rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities, rights or obligations convertible into or exercisable or exchangeable for, or entered into any agreement giving any Person any right to subscribe for or acquire, any shares of Common Stock, or contracts, commitments, understandings securities or arrangements by which the Company rights convertible or any Subsidiary is or may become bound to issue additional exchangeable into shares of Common Stock or Common Stock EquivalentsStock. Except as set forth on Schedule 3.1(g)Section 3.1(f) of the Disclosure Schedule, and except for customary adjustments as a result of stock dividends, stock splits, combinations of shares, reorganizations, recapitalizations, reclassifications or other similar events, there are no anti-dilution or price adjustment provisions contained in any of the Company’s outstanding securities (or in any agreement providing rights to security holders) and the issuance and sale of the Securities Common Stock will not obligate the Company to issue shares of Common Stock or other securities to any Person (other than the PurchasersInvestor) and will not result in a right of any holder of Company securities to adjust the exercise, conversion, exchange or reset price under any of such securities. All of the outstanding shares of capital stock of the Company are duly authorized, validly issued, fully paid and nonassessable, have been issued in compliance with all federal and state securities laws, and none of such outstanding shares was issued in violation of any preemptive rights or similar rights to subscribe for or purchase securities. No further approval or authorization of any stockholder, the Board of Directors or others is required for the issuance and sale of the Securities. There are no stockholders agreements, voting agreements or other similar agreements with respect to the Company’s capital stock to which the Company is a party or, to To the knowledge of the Company, between except as specifically disclosed SEC Reports or among any in Section 3.1(f) of the Disclosure Schedule, no Person or group of related Persons beneficially owns (as determined pursuant to Rule 13d-3 under the Exchange Act), or has the right to acquire, by agreement with or by obligation binding upon the Company’s stockholders, beneficial ownership of in excess of 5% of the outstanding Common Stock, ignoring for such purposes any limitation on the number of shares of Common Stock that may be owned at any single time.

Capitalization. (a) The capitalization authorized capital stock of the Company is as set forth on Schedule 3.1(g). Except as provided in Schedule 3.1(g), the Company has not issued any capital stock since its most recently filed periodic report under the Exchange Act, other than pursuant to the exercise consists of employee stock options under the Company’s equity compensation plans, the issuance of 2,000,000 shares of Company Common Stock to employees pursuant to the Company’s equity compensation plans Stock, par value $.01 per share and pursuant to the conversion and/or exercise 500,000 shares of Common Stock Equivalents outstanding as preferred stock, par value $.01 per share. As of the date of this Agreement, there were issued and outstanding 1,734,548 shares of Company Common Stock and no shares of preferred stock. On such date, there were no shares of Company Common Stock held by the most recently filed periodic report under Company as treasury stock. All of such issued and outstanding shares of Company Common Stock are validly issued, fully paid and nonassessable and not issued in violation of any preemptive rights. As of the Exchange Actdate hereof, no shares of serial preferred stock were issued and outstanding. Except as provided in Schedule 3.1(g)pursuant to its stock option plans, no Person has the Company does not have any right of first refusal, preemptive right, right of participationarrangements or commitments obligating it to issue or sell or otherwise dispose of, or to purchase or redeem, shares of its capital stock or any similar right to participate in the transactions contemplated by the Transaction Documents. Except as a result of the purchase and sale of the Securities and except as set forth on Schedule 3.1(g), there are no outstanding options, warrants, scrip rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities, rights or obligations securities convertible into or exercisable or exchangeable for, or giving any Person any having the right to subscribe for or acquire, any purchase shares of Common Stock, or contracts, commitmentsits capital stock. There are no agreements, understandings or arrangements by which commitments relating to the Company or any Subsidiary is or may become bound to issue additional shares right of Common Stock or Common Stock Equivalents. Except as set forth on Schedule 3.1(g), the issuance and sale of the Securities will not obligate the Company to issue vote or to dispose of shares of Common Stock the capital stock or other securities to any Person (other than the Purchasers) and will not result in a right ownership interests of any holder subsidiary of Company securities to adjust the exercise, conversion, exchange or reset price under any of such securities. Company. (b) All of the outstanding shares of capital stock or other ownership interests of the each Company are Subsidiary have been duly authorized, authorized and validly issued, are fully paid and nonassessablenonassessable and are owned, have been issued in compliance with all federal directly or indirectly, by the Company or Mid-Iowa, as the case may be, free and state securities laws, and none of such outstanding shares was issued in violation clear of any preemptive liens, encumbrances, charges, restrictions or rights or similar rights to subscribe for or purchase securities. No further approval or authorization of third parties of any stockholderkind whatsoever. Mid-Iowa does not have any arrangements or commitments obligating it to issue or sell or otherwise dispose of, or to purchase or redeem, shares of its capital stock or any securities convertible into or having the Board right to purchase shares of Directors or others is required for the issuance and sale of the Securitiesits capital stock. There are no stockholders agreements, voting agreements understandings or other similar agreements with respect commitments relating to the Company’s right or obligation of Mid-Iowa to issue, to vote or to dispose of shares of its capital stock to which or the shares of capital stock of any Company Subsidiary. (c) Schedule 3.2(c) of the Company is Disclosure Schedule sets forth a party orcomplete and accurate list of all options to purchase Company Common Stock that have been granted and which remain unexercised, including the dates of grant, exercise prices, dates of vesting, dates of termination and shares subject to option for each grant. (d) To the knowledge best of the Company's knowledge, between no person or among any group (as that term is used in Section 13(d)(3) of the Company’s stockholdersSecurities Exchange Act of 1934 (the "Exchange Act"), other than as set forth at Schedule 3.2(d) of the Company Disclosure Schedule, is the beneficial owner of more than 5% of the outstanding Company Common Stock.

Capitalization. The capitalization As of the date hereof and immediately prior to the Tranche A Closing Date, the authorized capital stock of the Company is as set forth on Schedule 3.1(g2.1(c). Except as provided The issuance and sale of all interests in Schedule 3.1(g), the Company has not issued any such capital stock since its most recently filed periodic report under the Exchange Act, other than pursuant to the exercise of employee stock options under the Company’s equity compensation plans, the issuance of have been in compliance with all applicable federal and state securities laws. No shares of Common Stock are entitled to employees pursuant to preemptive or similar rights, nor is any holder of the Company’s equity compensation plans and pursuant to the conversion and/or exercise of Common Stock Equivalents outstanding as entitled to preemptive or similar rights arising out of any agreement or understanding with the date Company by virtue of the most recently filed periodic report under the Exchange Act. Except as provided in Schedule 3.1(g), no Person has any right of first refusal, preemptive right, right of participation, this Agreement or any similar right to participate in the transactions contemplated by the Transaction Documents. Except as a result of the purchase and sale of the Securities and except as set forth disclosed on Schedule 3.1(g2.1(c), other than the Debentures and the Warrants, there are no outstanding options, warrants, scrip rights to subscribe to, calls or commitments of any character whatsoever relating to, or to securities, rights or obligations convertible into or exercisable or exchangeable for, or giving any Person person any right to subscribe for or acquire, acquire any shares of Common Stock, or contracts, commitments, understandings understandings, or arrangements by which the Company or any Subsidiary is or may become bound to issue additional shares of Common Stock Stock, or securities or rights convertible or exchangeable into shares of Common Stock EquivalentsStock. No anti-dilution or similar adjustment provision of securities of the Company will be triggered by the issuance of the Debentures or the Warrants, except as described on Schedule 2.1(c). The Company is not subject (contingent or otherwise) to repurchase or otherwise acquire or retire any units of its capital stock or any security convertible into or exchangeable for any of its capital stock. Except as set forth on Schedule 3.1(gspecifically disclosed in the SEC Documents (as defined below), the issuance and sale of the Securities will not obligate the Company to issue shares of Common Stock or other securities to any Person (other than the Purchasers) and will not result in a right of any holder of Company securities to adjust the exercise, conversion, exchange or reset price under any of such securities. All of the outstanding shares of capital stock of the Company are duly authorized, validly issued, fully paid and nonassessable, have been issued in compliance with all federal and state securities laws, and none of such outstanding shares was issued in violation of any preemptive rights or similar rights to subscribe for or purchase securities. No further approval or authorization of any stockholder, the Board of Directors or others is required for the issuance and sale of the Securities. There are no stockholders agreements, voting agreements or other similar agreements with respect to the Company’s capital stock 's best knowledge, no Person or group of related Persons beneficially owns (as determined pursuant to which Rule 13d-3 promulgated under the Exchange Act) or has the right to acquire by agreement with or by obligation binding upon the Company is a party or, to the knowledge beneficial ownership of in excess of 5% of the CompanyCommon Stock. "Person" means an individual or corporation, between partnership, trust, incorporated or among unincorporated association, joint venture, limited liability company, joint stock company, government (or an agency or subdivision thereof) or other entity of any of the Company’s stockholderskind.

Capitalization. The capitalization Section 2.3 of the Seller Disclosure Letter sets forth (a) the authorized capital stock or equity interests of each Company, (b) the number of issued and outstanding shares of capital stock or equity interests of each Company is and (c) the names and addresses of each record holder of the issued and outstanding shares of capital stock or equity interests of each Company and the number of shares or equity interest held by each such holder. The CPC Shares, PFFJ Shares, Corcpork Shares and FJF Shares represent all the outstanding capital stock of CPC, PFFJ, Corcpork and FJF, respectively. The Champ Units represent all the outstanding equity interests of Champ. Except for the Securities and the capital stock of Corcpork, and as set forth on Schedule 3.1(g). Except as provided in Schedule 3.1(g)Section 2.3 of the Seller Disclosure Letter, there are not, and at the Company has Closing there will not issued be, (i) any capital stock since its most recently filed periodic report under or other equity interests in any Company issued or outstanding or (ii) except with respect to the Exchange Act, other than put/call option with respect to the Corcpork capital stock pursuant to the exercise of employee stock options under the Company’s equity compensation plansPut/Call Agreement, the issuance of shares of Common Stock to employees pursuant to the Company’s equity compensation plans and pursuant to the conversion and/or exercise of Common Stock Equivalents outstanding as of the date of the most recently filed periodic report under the Exchange Act. Except as provided in Schedule 3.1(g)any subscriptions, no Person has any right of first refusal, preemptive right, right of participation, or any similar right to participate in the transactions contemplated by the Transaction Documents. Except as a result of the purchase and sale of the Securities and except as set forth on Schedule 3.1(g), there are no outstanding options, warrants, scrip calls, rights to subscribe to(including preemptive rights), calls convertible securities or other agreements or commitments of any character whatsoever relating toobligating any Company, to issue, exchange, transfer, sell, repurchase, redeem or otherwise acquire any of its capital stock or other equity interests, or securities, rights or obligations convertible into or exercisable or exchangeable for, or giving any Person any right (iii) except with respect to subscribe for or acquirethe put/call option with respect to the Corcpork capital stock pursuant to the Put/Call Agreement, any shares of Common Stockagreements, arrangements or contracts, commitments, understandings or arrangements by which the Company obligating any Seller or any Subsidiary is Company to grant, extend, accelerate the vesting of or may become bound enter into any such subscription, option, warrant, call, right or agreement granting any person any rights in any Company similar to issue additional shares capital stock or other equity interests. There are no outstanding or authorized stock appreciation, phantom stock or similar rights with respect to any of Common Stock or Common Stock Equivalentsthe Companies. Except as set forth in Section 2.3 of the Seller Disclosure Letter, there are no registration rights agreements, no voting trusts, proxies or other agreements and no restrictions on Schedule 3.1(gtransfer with respect to any capital stock or units of any Company. Except for CPC’s ownership of Arizona Meat Products Company, an Arizona corporation (“Arizona Meats”), the issuance and sale of the Securities will not obligate the no Company to issue shares of Common Stock owns any interest in any corporation, general or limited partnership, limited liability company, joint venture, estate, trust or other securities to any Person (association other than the Purchasers) and will not result in a right of any holder of Company securities to adjust the exercise, conversion, exchange or reset price under any of such securities. All of the outstanding shares of capital stock of the Company are duly authorized, validly issued, fully paid and nonassessable, have been issued in compliance with all federal and state securities lawsSubsidiaries, and none of such outstanding shares was issued in violation of any preemptive rights or similar rights to subscribe for or purchase securities. No further approval or authorization of any stockholder, the Board of Directors or others Xxxxxx Xxxx Business is required for conducted exclusively through the issuance and sale of the Securities. There are no stockholders agreements, voting agreements or other similar agreements with respect to the Company’s capital stock to which the Company is a party or, to the knowledge of the Company, between or among any of the Company’s stockholdersCompanies.

Capitalization. The capitalization of the Company as of the date hereof is as set forth on Schedule 3.1(g). Except as provided in Schedule 3.1(g), the The Company has not issued any capital stock since its most recently filed periodic report under the Exchange Act, other than pursuant to the exercise of employee stock options under the Company’s equity compensation stock option plans, the issuance of shares of Common Stock Ordinary Shares to employees pursuant to the Company’s equity compensation employee stock purchase plans and pursuant to the conversion and/or exercise of Common Stock Ordinary Share Equivalents outstanding as of the date of the most recently filed periodic report under the Exchange Act. Except as provided set forth in the Registration Statement, Prospectus or the General Disclosure Package or on Schedule 3.1(g), no Person has any right of first refusal, preemptive right, right of participation, or any similar right to participate in the transactions contemplated by the Transaction Documents. Except as set forth in the Registration Statement, Prospectus or the General Disclosure Package or on Schedule 3.1(g), and as a result of the purchase and sale of the Securities and except as set forth on Schedule 3.1(g)Securities, there are no outstanding options, warrants, scrip rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities, rights or obligations convertible into or exercisable or exchangeable for, or giving any Person any right to subscribe for or acquire, any shares of Common StockOrdinary Shares, 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 Ordinary Shares or Common Stock Ordinary Share Equivalents. Except as set forth on Schedule 3.1(g), the The issuance and sale of the Securities will not obligate the Company to issue shares of Common Stock or other securities to any Person (other than the Purchasers) and will not result in a right of any holder of Company securities to adjust the exercise, conversion, exchange or reset price under any of such securities. There are no outstanding securities or instruments of the Company or any Subsidiary with any provision that adjusts the exercise, conversion, exchange or reset price of such security or instrument upon an issuance of securities by the Company or any Subsidiary. There are no outstanding securities or instruments of the Company or any Subsidiary that contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to redeem a security of the Company or such Subsidiary. The Company does not have any stock appreciation rights or “phantom stock” plans or agreements or any similar plan or agreement. All of the outstanding shares of capital stock of the Company are duly authorized, validly issued, fully paid and nonassessablenon-assessable, have been issued in compliance with all federal and state securities lawslaws where applicable, and none of such outstanding shares was issued in violation of any preemptive rights or similar rights to subscribe for or purchase securities. No Except for the Required Approvals, no further approval or authorization of any stockholdershareholder, the Board of Directors or others is required for the issuance and sale of the Securities. There Except as set forth on Schedule 3.1(g), there are no stockholders shareholders agreements, voting agreements or other similar agreements with respect to the Company’s stock capital stock to which the Company is a party or, to the knowledge of the Company, between or among any of the Company’s stockholdersshareholders. The Securities will rank equally in all respects with the existing Ordinary Shares.

Capitalization. The capitalization of the Company as of the date hereof is as set forth on Schedule 3.1(g). Except as provided in , which Schedule 3.1(g)) shall also include the number of shares of Common Stock owned beneficially, and of record, by Affiliates of the Company as of the date hereof. The Company has not issued any capital stock shares since its most recently filed periodic report under the Exchange Act, other than pursuant to the exercise of employee stock options under the Company’s equity compensation plans, stock option plans or the issuance of shares of Common Stock to employees pursuant to the Company’s equity compensation plans and pursuant to the conversion and/or exercise of Common Stock Equivalents outstanding as of the date of the most recently filed periodic report under the Exchange Actemployee stock purchase plans. Except as provided in set forth on Schedule 3.1(g), no Person has any right of first refusal, preemptive right, right of participation, or any similar right to participate in the transactions contemplated by the Transaction Documents. Except as set forth on Schedule 3.1(g) and as a result of the purchase and sale of the Securities and except as set forth on Schedule 3.1(g)Securities, there are no outstanding options, warrants, scrip rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities, rights or obligations convertible into or exercisable or exchangeable for, or giving any Person any right to subscribe for or acquire, any shares of Common Stock, or contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to issue additional shares of Common Stock or securities convertible, exercisable or exchangeable into shares of Common Stock (“Common Stock Equivalents”). Except as set forth on Schedule 3.1(g), the The issuance and sale of the Securities will not obligate the Company or any Subsidiary to issue shares of Common Stock or other securities to any Person (other than the Purchasers) and will not result in a right ). Except as set forth on Schedule 3.1(g), there are no outstanding securities or instruments of the Company or any holder of Company securities to adjust Subsidiary with any provision that adjusts the exercise, conversion, exchange or reset price under any of such securities. There are no outstanding securities or instruments of the Company or any Subsidiary that contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to redeem a security of the Company or such Subsidiary. The Company does not have any share appreciation rights or “phantom share” plans or agreements or any similar plan or agreement. All of the outstanding shares of capital stock of the Company are duly authorized, validly issued, fully paid and nonassessablenon-assessable, have been issued in compliance with all federal and state securities lawslaws where applicable, and none of such outstanding shares was issued in violation of any preemptive rights or similar rights to subscribe for or purchase securities. No Except for the Required Approvals, no further approval or authorization of any stockholder, the Board of Directors or others is required for the issuance and sale of the Securities. There are no stockholders agreements, voting agreements or other similar agreements with respect to the Company’s share capital stock to which the Company is a party or, to the knowledge of the Company, between or among any of the Company’s stockholders.

Capitalization. The capitalization of the Company as of March 31, 2005 is as set forth on Schedule 3.1(g)in the most recent applicable Exchange Act Documents, increased as set forth in the next sentence. Except as provided in Schedule 3.1(g), the The Company has not issued any capital stock since its most recently filed periodic report under the Exchange Act, that date other than pursuant to (i) employee benefit plans disclosed in the exercise of employee stock Exchange Act Documents, or (ii) outstanding warrants, options under or other securities disclosed in the Company’s equity compensation plans, the issuance of Exchange Act Documents; furthermore there are warrants to purchase 3,272,724 shares of Common Stock to employees pursuant to as described in the Company’s equity compensation plans and pursuant to annual report filed on Form 10-K, as amended (the conversion and/or exercise of Common Stock Equivalents outstanding as of the date of the most recently filed periodic report under the Exchange Act“Warrants”). Except as provided in Schedule 3.1(g), no Person has any right of first refusal, preemptive right, right of participation, or any similar right to participate in the transactions contemplated by the Transaction Documents. Except as a result of the purchase and sale of the Securities and except as set forth on Schedule 3.1(g), there are no outstanding options, warrants, scrip rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities, rights or obligations convertible into or exercisable or exchangeable for, or giving any Person any right to subscribe for or acquire, any shares of Common Stock, or contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to issue additional shares of Common Stock or Common Stock Equivalents. Except as set forth on Schedule 3.1(g), the issuance and sale of the Securities will not obligate the Company to issue shares of Common Stock or other securities to any Person (other than the Purchasers) and will not result in a right of any holder of Company securities to adjust the exercise, conversion, exchange or reset price under any of such securities. All of the The outstanding shares of capital stock of the Company have been duly and validly issued and are duly authorized, validly issued, fully paid and nonassessable, have been issued in compliance with all federal and state securities laws, and none of such outstanding shares was were not issued in violation of any preemptive rights or similar rights to subscribe for or purchase securities. Except as set forth in or contemplated by the Exchange Act Documents and for the Warrants, there are no outstanding rights (including, without limitation, preemptive rights), warrants or options to acquire, or instruments convertible into or exchangeable for, any unissued shares of capital stock or other equity interest in the Company or any Subsidiary, or any contract, commitment, agreement, understanding or arrangement of any kind to which the Company is a party or of which the Company has knowledge and relating to the issuance or sale of any capital stock of the Company or any Subsidiary, any such convertible or exchangeable securities or any such rights, warrants or options. Without limiting the foregoing, no preemptive right, co-sale right, right of first refusal, registration right, or other similar right exists with respect to the Securities or the issuance and sale thereof. No further approval or authorization of any stockholder, the Board of Directors of the Company or others is required for the issuance and sale of the Securities. There The Company owns the entire equity interest in each of its Subsidiaries, free and clear of any pledge, lien, security interest, encumbrance, claim or equitable interest, other than as described in the Exchange Act Documents. Except as disclosed in the Exchange Act Documents, there are no stockholders agreements, voting agreements or other similar agreements with respect to the Company’s capital stock Common Stock to which the Company is a party or, to the knowledge of the Company, between or among any of the Company’s stockholders.

Capitalization. The capitalization number of shares and type of all authorized, issued and outstanding capital stock, options and other securities of the Company (whether or not presently convertible into or exercisable or exchangeable for shares of capital stock of the Company) is as set forth on in Schedule 3.1(g3.1(f). All outstanding shares of capital stock are duly authorized, validly issued, fully paid and nonassessable and have been issued in compliance with all applicable securities laws, and none of such issuances were, and the issuance of the Securities will not be, made in violation of any preemptive rights or other rights. Except as provided disclosed in Schedule 3.1(g), the Company has not issued any capital stock since its most recently filed periodic report under the Exchange Act, other than pursuant to the exercise of employee stock options under the Company’s equity compensation plans, the issuance of shares of Common Stock to employees pursuant to the Company’s equity compensation plans and pursuant to the conversion and/or exercise of Common Stock Equivalents outstanding as of the date of the most recently filed periodic report under the Exchange Act. Except as provided in Schedule 3.1(g), no Person has any right of first refusal, preemptive right, right of participation, or any similar right to participate in the transactions contemplated by the Transaction Documents. Except as a result of the purchase and sale of the Securities and except as set forth on Schedule 3.1(g3.1(f), there are no outstanding options, warrants, scrip script rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities, rights or obligations convertible into or exercisable or exchangeable for, or giving any Person any right to subscribe for or acquire, any shares of Common Stock, or contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to issue additional shares of Common Stock Stock, or securities or rights convertible or exchangeable into shares of Common Stock EquivalentsStock. Except as set forth on Schedule 3.1(g), There are no anti-dilution or price adjustment provisions contained in any security issued by the issuance Company (or in any agreement providing rights to security holders) and the issue and sale of the Securities (including the Underlying Shares) will not obligate the Company to issue shares of Common Stock or other securities to any Person (other than the Purchasers) and will not result in a right of any holder of Company securities to adjust the exercise, conversion, exchange or reset price under any of such securities. All of the outstanding shares of capital stock of the Company are duly authorized, validly issued, fully paid and nonassessable, have been issued in compliance with all federal and state securities laws, and none of such outstanding shares was issued in violation of any preemptive rights or similar rights to subscribe for or purchase securities. No further approval or authorization of any stockholder, the Board of Directors or others is required for the issuance and sale of the Securities. There are no stockholders agreements, voting agreements or other similar agreements with respect to the Company’s capital stock to which the Company is a party or, to To the knowledge of the Company and except as specifically disclosed in the SEC Reports or in any Schedule 13D or Schedule 13G filed with the Commission, no Person or group of related Persons beneficially owns (as determined pursuant to Rule 13d-3 under the Exchange Act), or has the right to acquire, by agreement with or by obligation binding upon the Company, between or among beneficial ownership of in excess of 5% of the outstanding Common Stock, ignoring for such purposes any limitation on the number of shares of Common Stock that may be owned at any single time. The Shares and the Underlying Shares, when issued, will conform in all material respects to the description of the Company’s stockholders's Common Stock contained in the Company's SEC Reports and other filings with the SEC.

Capitalization. The capitalization of the Company as of the date hereof is as set forth on Schedule 3.1(g), which Schedule 3.1(g) shall also include the number of shares of Common Stock owned beneficially, and of record, by Affiliates of the Company as of the date hereof. Except as provided in set forth on Schedule 3.1(g), the Company has not issued any capital stock shares since its most recently filed periodic report under the Exchange Act, other than pursuant to the exercise of employee stock options under the Company’s equity compensation plans, the issuance of shares of Common Stock to employees pursuant to the Company’s equity compensation plans and pursuant to the conversion and/or exercise of Common Stock Equivalents outstanding as of the date of the most recently filed periodic report under the Exchange Act. Except as provided in Schedule 3.1(g), no No Person has any right of first refusal, preemptive right, right of participation, or any similar right to participate in the transactions contemplated by the Transaction Documents. Except as a result of the purchase and sale of the Securities and except as set forth on Schedule 3.1(g), there are no outstanding options, warrants, scrip rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities, rights or obligations convertible into or exercisable or exchangeable for, or giving any Person any right to subscribe for or acquire, any shares of Common StockStock or capital stock of any Subsidiary, 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 Stock, Common Stock EquivalentsEquivalents or capital stock of any Subsidiary. Except as set forth on Schedule 3.1(g), the The issuance and sale of the Securities will not obligate the Company or any Subsidiary to issue shares of Common Stock or other securities to any Person (other than the Purchasers) and will not result in a right ). Except as set forth on Schedule 3.1(g), there are no outstanding securities or instruments of the Company or any holder of Company securities to adjust Subsidiary with any provision that adjusts the exercise, conversion, exchange or reset price under any of such securities. There are no outstanding securities or instruments of the Company or any Subsidiary that contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to redeem a security of the Company or such Subsidiary. The Company does not have any share appreciation rights or “phantom share” plans or agreements or any similar plan or agreement. All of the outstanding shares of capital stock of the Company are duly authorized, validly issued, fully paid and nonassessablenon-assessable, have been issued in compliance with all federal and state securities lawslaws where applicable, and none of such outstanding shares was issued in violation of any preemptive rights or similar rights to subscribe for or purchase securities. No Except for the Required Approvals, no further approval or authorization of any stockholder, the Board of Directors or others is required for the issuance and sale of the Securities. There are no stockholders agreements, voting agreements or other similar agreements with respect to the Company’s share capital stock to which the Company is a party or, to the knowledge of the Company, between or among any of the Company’s stockholders.

Capitalization. The capitalization authorized capital stock of the Company is as set forth on Schedule 3.1(g). Except as provided in Schedule 3.1(g), the Company has not issued any capital stock since its most recently filed periodic report under the Exchange Act, other than pursuant to the exercise Seller and PPPI consist of employee stock options under the Company’s equity compensation plans, the issuance of 10,000 shares of Common Stock to employees pursuant to common stock and 10,000 shares of common stock, respectively. Schedule 3.6 includes a true, complete and correct capitalization table for each of the Company’s equity compensation plans Seller and pursuant to the conversion and/or exercise of Common Stock Equivalents outstanding PPPI as of the date hereof showing the ownership of all of capital stock of the most recently filed periodic report under Seller and the Exchange ActPPPI Stock. Except as provided in Schedule 3.1(g), no Person has any right of first refusal, preemptive right, right of participation, or any similar right to participate in Each Shareholder is the transactions contemplated by the Transaction Documents. Except as a result beneficial and record owner of the purchase and sale number of shares of common stock of the Securities Seller set forth opposite his name on Schedule 3.6, in each case free and clear of all Liens. There are no issued and outstanding shares of capital stock or other securities of the Seller except as set forth on Schedule 3.1(g), there 3.6. The Seller owns all of the PPPI Stock free and clear of all Liens. There are no outstanding options, warrants, scrip rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities, rights or obligations convertible into or exercisable or exchangeable for, or giving any Person any right to subscribe for or acquire, any shares of Common Stock, or contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to issue additional shares of Common Stock or Common Stock Equivalents. Except as set forth on Schedule 3.1(g), the issuance issued and sale of the Securities will not obligate the Company to issue shares of Common Stock or other securities to any Person (other than the Purchasers) and will not result in a right of any holder of Company securities to adjust the exercise, conversion, exchange or reset price under any of such securities. All of the outstanding shares of capital stock or other securities of PPPI other than the PPPI Stock. All of the Company are PPPI Stock was duly authorized, validly issued, issued and is fully paid and nonassessable, have been issued in compliance with all federal and state securities laws, nonassessable and none of such outstanding shares the PPPI Stock was issued in violation of any preemptive pre-emptive rights, rights of first offer, rights of first refusal or similar rights to subscribe for rights, or purchase securities. No further approval or authorization in violation of any stockholder, the Board of Directors or others is required for the issuance and sale Legal Requirements (including applicable securities laws). Upon transfer of the SecuritiesPPPI Stock in accordance with the terms of Article II, PSI will receive valid title to the PPPI Stock, free and clear of all Liens. There are no stockholders agreementsoutstanding or authorized warrants, voting agreements options, subscriptions, convertible or exchangeable securities or other instruments or agreements (including bonds, debentures, notes and other obligations) pursuant to which the Seller or PPPI is or may become obligated to issue or sell any shares of capital stock or other securities of PPPI or pursuant to which any Person has the right to vote on any matter (or has the right to acquire capital stock or other securities having the right to vote on any matter), and there is no circumstance or condition that may give rise to a claim by any Person that such Person is entitled to acquire any shares of capital stock or other securities of PPPI. There are no outstanding or authorized stock appreciation, phantom stock or similar agreements rights with respect to PPPI, and there are no outstanding obligations of PPPI to purchase, redeem or otherwise acquire the Company’s capital stock PPPI Stock or obligating PPPI to which grant, or enter into any option, warrant, call, right or commitment agreement regarding the Company is a party orequity interests in PPPI, securities convertible into or exchangeable for equity interests in PPPI or warrants, calls, options or other rights to the knowledge of the Company, between or among any of the Company’s stockholdersacquire equity interests in PPPI from PPPI.

Capitalization. The capitalization of the Company is as set forth on Schedule 3.1(gSCHEDULE 3.1(G). Except as provided set forth in Schedule 3.1(gSCHEDULE 3.1(G), the Company has not issued any capital stock since its most recently filed periodic report under the Exchange Act, other than pursuant to the exercise of employee stock options under the Company’s equity compensation 's stock option plans, the issuance of shares of Common Stock to employees pursuant to the Company’s equity compensation plans 's employee stock purchase plan and pursuant to the conversion and/or or exercise of Common Stock Equivalents outstanding as of the date of the most recently filed periodic report under the Exchange Act. Except as provided in Schedule 3.1(g), no Person has any right of first refusal, preemptive right, right of participation, or any similar right to participate in the transactions contemplated by the Transaction Documents. Except as a result of the purchase and sale of the Securities and except or as set forth on Schedule 3.1(gSCHEDULE 3.1(G), there are no outstanding options, warrants, scrip script rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities, rights or obligations convertible into or exercisable or exchangeable for, or giving any Person any right to subscribe for or acquire, any shares of Common Stock, or contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to issue additional shares of Common Stock or Common Stock Equivalents. Except as set forth on Schedule 3.1(gin SCHEDULE 3.1(G), the issuance and sale of the Securities will not obligate the Company to issue shares of Common Stock or other securities to any Person (other than the Purchasers) and will not result in a right of any holder of Company securities to adjust the exercise, conversion, exchange or reset price under any of such securities. All of the outstanding shares of capital stock of the Company are duly authorized, validly issued, fully paid and nonassessable, have been issued in compliance with all federal and state securities laws, and none of such outstanding shares was issued in violation of any preemptive rights or similar rights to subscribe for or purchase securities. No further approval or authorization of any stockholder, the Board of Directors of the Company or others is required for the issuance and sale of the Securities. There Except as set forth in SCHEDULE 3.1(G), there are no stockholders agreements, voting agreements or other similar agreements with respect to the Company’s 's capital stock to which the Company is a party or, to the knowledge of the Company, between or among any of the Company’s 's stockholders.

Capitalization. The capitalization of the Company is as set forth on Schedule 3.1(g)in the SEC Reports. Except as provided in disclosed on Schedule 3.1(g), the Company has not issued any capital stock since its most recently filed periodic report under the Exchange Act, other than pursuant to the exercise of employee stock options under the Company’s equity compensation plans, the issuance of shares of Common Stock to employees pursuant to the Company’s equity compensation stock option plans and pursuant to the conversion and/or or exercise of outstanding Common Stock Equivalents outstanding as of the date of the most recently filed periodic report under the Exchange ActEquivalents. Except as provided in Schedule 3.1(g), no No Person has any right of first refusal, preemptive right, right of participation, or any similar right to participate in the transactions contemplated by the Transaction Documents. Except as disclosed on Schedule 3.1(g) and except as a result of the purchase and sale of the Securities and except as set forth on Schedule 3.1(g)Securities, there are no outstanding options, warrants, scrip script rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities, rights or obligations convertible into or exercisable or exchangeable for, or giving any Person any right to subscribe for or acquire, any shares of Common Stock, or contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to issue additional shares of Common Stock or Common Stock Equivalents. Except as set forth on Schedule 3.1(g), the The issuance and sale of the Securities will not obligate the Company to issue shares of Common Stock or other securities to any Person (other than the PurchasersPurchaser) and will not result in a right of any holder of Company securities to adjust the exercise, conversion, exchange or reset price under any of such securities. All of the outstanding shares of capital stock of the Company are duly authorized, validly issued, fully paid and nonassessable, have been issued in compliance with all federal and state securities laws, and none of such outstanding shares was issued in violation of any preemptive rights or similar rights to subscribe for or purchase securities. No further approval or authorization of any stockholder, the Board of Directors of the Company or others is required for the issuance and sale of the Securities. There Except as disclosed on Schedule 3.1(g), there are no stockholders agreements, voting agreements or other similar agreements with respect to the Company’s capital stock to which the Company is a party or, to the knowledge of the Company, between or among any of the Company’s stockholders.

Capitalization. The capitalization of the Company as of the date hereof is as set forth on Schedule 3.1(g). Except as provided in Schedule 3.1(g), the The Company has not issued any capital stock since its most recently filed periodic report under the Exchange Act, other than pursuant to the exercise of employee stock options under the Company’s equity compensation stock option plans, the issuance of shares of Common Stock to employees pursuant to the Company’s equity compensation employee stock purchase plans and pursuant to the conversion and/or exercise of Common Stock Equivalents outstanding as of the date of the most recently filed periodic report under the Exchange Act. Except as provided in Schedule 3.1(g), no No Person has any right of first refusal, preemptive right, right of participation, or any similar right to participate in the transactions contemplated by the Transaction Documents. Except as a result of the purchase and sale of the Securities and except or as set forth on in Schedule 3.1(g), there are no outstanding options, warrants, scrip rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities, rights or obligations convertible into or exercisable or exchangeable for, or giving any Person any right to subscribe for or acquire, any shares of Common StockStock or the capital stock of any Subsidiary, or contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to issue additional shares of Common Stock or Common Stock EquivalentsEquivalents or capital stock of any Subsidiary. Except as set forth on in Schedule 3.1(g), the issuance and sale of the Securities will not obligate the Company or any Subsidiary to issue shares of Common Stock or other securities to any Person (other than the Purchasers) and will not result Purchaser). Except as set forth in a right Schedule 3.1(g), there are no outstanding securities or instruments of the Company or any holder of Company securities to adjust Subsidiary with any provision that adjusts the exercise, conversion, exchange or reset price under any of such securitiessecurity or instrument upon an issuance of securities by the Company or any Subsidiary. There are no outstanding securities or instruments of the Company or any Subsidiary that contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to redeem a security of the Company or such Subsidiary. The Company does not have any stock appreciation rights or “phantom stock” plans or agreements or any similar plan or agreement. All of the outstanding shares of capital stock of the Company are duly authorized, validly issued, fully paid and nonassessable, have been issued in compliance with all federal and state securities laws, and none of such outstanding shares was issued in violation of any preemptive rights or similar rights to subscribe for or purchase securities. No further approval or authorization of any stockholder, the Board of Directors or others is required for the issuance and sale of the Securities. There are no stockholders agreements, voting agreements or other similar agreements with respect to the Company’s capital stock to which the Company is a party or, to the knowledge of the Company, between or among any of the Company’s stockholders.

Capitalization. The capitalization of the Company is as set forth on Schedule 3.1(g). Except as provided in Schedule 3.1(g), the Company has not issued any capital stock since its most recently filed periodic report under the Exchange Act, other than pursuant to the exercise of employee stock options under the Company’s equity compensation plans, the issuance of shares of Common Stock to employees pursuant to the Company’s equity compensation plans and pursuant to the conversion and/or exercise of Common Stock Equivalents outstanding as of At the date of this Agreement, the most recently filed periodic report under the Exchange Act. Except as provided in Schedule 3.1(g), no Person has any right of first refusal, preemptive right, right of participation, or any similar right to participate in the transactions contemplated by the Transaction Documents. Except as a result authorized capital stock of the purchase and sale Buyer consists of the Securities and except as set forth on Schedule 3.1(g), there are no outstanding options, warrants, scrip rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities, rights or obligations convertible into or exercisable or exchangeable for, or giving any Person any right to subscribe for or acquire, any (i) 500,000,000 shares of Common Stock, of which 198,300,000 shares are issued and outstanding, and (ii) 100,000,000 shares of preferred stock, par value of $0.001 per share (“Preferred Stock”), of which no shares are issued and outstanding. The Buyer has no other class or contractsseries of equity securities authorized, commitmentsissued, reserved for issuance or outstanding. There are (x) no outstanding options, offers, warrants, conversion rights, contracts or other rights to subscribe for or to purchase from the Buyer, or agreements obligating the Buyer to issue, transfer, or sell (whether formal or informal, written or oral, firm or contingent), shares of capital stock or other securities of the Buyer (whether debt, equity, or a combination thereof) or obligating the Buyer to grant, extend, or enter into any such agreement and (y) no agreements or other understandings (whether formal or arrangements by informal, written or oral, firm or contingent) which the Company or any Subsidiary is require or may become bound require the Buyer to issue additional shares repurchase any of its Common Stock Stock. There are no preemptive or Common Stock Equivalentssimilar rights granted by the Buyer with respect to the Buyer’s capital stock. There are no anti-dilution or price adjustment provisions contained in any security issued by the Buyer. Except as set forth on Schedule 3.1(g)6(c) hereto and the registration rights provided to the Seller, the issuance and Buyer is not a party to any registration rights agreements, voting agreements, voting trusts, proxies or any other agreements, instruments or understandings with respect to the voting of any shares of the capital stock of the Buyer, or any agreement with respect to the transferability, purchase or redemption of any shares of the capital stock of the Buyer. The sale of the Securities will Shares to the Purchaser does not obligate the Company Buyer to issue any shares of Common Stock capital stock or other securities to any Person (other than the PurchasersPurchaser) and will not result in a right of any holder of Company securities Buyer securities, by agreement with the Buyer, to adjust the exercise, conversion, exchange or reset price under any of such securities. All of the The outstanding shares of capital stock of the Company are Common Stock is all duly authorized, and validly authorized and issued, fully paid and nonassessable. The Primary Sellers will cause the Buyer not to issue, have been issued in compliance with all federal and state or resolve or agree to issue, any securities lawsto any party, and none of such outstanding shares was issued in violation of any preemptive rights or similar rights to subscribe for or purchase securities. No further approval or authorization of any stockholderother than the Purchaser, the Board of Directors or others is required for the issuance and sale of the Securities. There are no stockholders agreements, voting agreements or other similar agreements with respect prior to the Company’s capital stock to which the Company is a party or, to the knowledge of the Company, between or among any of the Company’s stockholdersClosing.

Capitalization. The capitalization of the Company is as set forth on Schedule 3.1(g), which Schedule 3.1(g) shall also include the number of shares of Common Stock owned beneficially, and of record, by Affiliates of the Company as of the date hereof. Except as provided in set forth on Schedule 3.1(g), the Company has not issued any capital stock since its most recently filed periodic report under the Exchange ActOTC Report, other than pursuant to the exercise of employee stock options under the Company’s equity compensation stock option plans, the issuance of shares of Common Stock to employees pursuant to the Company’s equity compensation employee stock purchase plans and pursuant to the conversion and/or exercise of Common Stock Equivalents outstanding as of the date of the most recently filed periodic report under the Exchange ActOTC Report. Except as provided in Schedule 3.1(g), no No Person has any right of first refusal, preemptive right, right of participation, or any similar right to participate in the transactions contemplated by the Transaction Documents. Except as a result of the purchase and sale of the Securities and except Shares or as set forth on Schedule 3.1(g), there are no outstanding options, warrants, scrip rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities, rights or obligations convertible into or exercisable or exchangeable for, or giving any Person any right to subscribe for or acquire, acquire any shares of Common Stock, or contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to issue additional shares of Common Stock or Common Stock Equivalents. Except as set forth on Schedule 3.1(g), the The issuance and sale of the Securities Shares will not obligate the Company to issue shares of Common Stock or other securities to any Person (other than the PurchasersSeaside) and will not result in a right of any holder of Company securities to adjust the exercise, conversion, exchange or reset price under any of such securities. All of the outstanding shares of capital stock of the Company are duly authorized, validly issued, fully paid and nonassessable, have been issued in compliance with all federal and state securities laws, and none of such outstanding shares was issued in violation of any preemptive rights or similar rights to subscribe for or purchase securities. No further approval or authorization of any stockholder, the Board of Directors or others is required for the issuance and sale of the SecuritiesShares. There are no stockholders agreements, voting agreements or other similar agreements with respect to the Company’s capital stock to which the Company is a party or, to the knowledge of the Company, between or among any of the Company’s stockholders.

Capitalization. The capitalization of the Company as of the date hereof is as set forth on Schedule 3.1(g), which Schedule 3.1(g) shall also include the number of shares of Common Stock owned beneficially, and of record, by Affiliates of the Company as of the date hereof. Except as provided in set forth on Schedule 3.1(g), the Company has not issued any capital stock shares since its most recently filed periodic report under the Exchange Act, other than pursuant to the exercise of employee stock options under the Company’s equity compensation plans, the issuance of shares of Common Stock to employees pursuant to the Company’s equity compensation plans and pursuant to the conversion and/or exercise of Common Stock Equivalents outstanding as of the date of the most recently filed periodic report under the Exchange Act. Except as provided in Schedule 3.1(g), no No Person has any right of first refusal, preemptive right, right of participation, or any similar right to participate in the transactions contemplated by the Transaction Documents. Except as set forth on Schedule 3.1(g) and as a result of the purchase and sale of the Securities and except as set forth on Schedule 3.1(g)Securities, there are no outstanding options, warrants, scrip rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities, rights or obligations convertible into or exercisable or exchangeable for, or giving any Person any right to subscribe for or acquire, any shares of Common Stock, or contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to issue additional shares of Common Stock or Common Stock Equivalentscommon share equivalents. Except as set forth on Schedule 3.1(g), the The issuance and sale of the Securities will not obligate the Company or any Subsidiary to issue shares of Common Stock or other securities to any Person (other than the Purchasers) and will not result in a right ). There are no outstanding securities or instruments of the Company or any holder of Company securities to adjust Subsidiary with any provision that adjusts the exercise, conversion, exchange or reset price under any of such securities. There are no outstanding securities or instruments of the Company or any Subsidiary that contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to redeem a security of the Company or such Subsidiary. The Company does not have any share appreciation rights or “phantom share” plans or agreements or any similar plan or agreement. All of the outstanding shares of capital stock of the Company are duly authorized, validly issued, fully paid and nonassessablenon-assessable, have been issued in compliance with all federal and state securities lawslaws where applicable, and none of such outstanding shares was issued in violation of any preemptive rights or similar rights to subscribe for or purchase securities. No Except for the Required Approvals, no further approval or authorization of any stockholdershareholder, the Board of Directors or others is required for the issuance and sale of the Securities. There are no stockholders shareholders agreements, voting agreements or other similar agreements with respect to the Company’s share capital stock to which the Company is a party or, to the knowledge of the Company, between or among any of the Company’s stockholdersshareholders.

Capitalization. The capitalization of the Company is has authorized shares as set forth on Schedule 3.1(g)in Section 3.9 of the Disclosure Schedule. All outstanding shares of capital stock are duly authorized, validly issued, fully paid and non-assessable and have been issued in compliance with all applicable securities laws. Except for the Securities or as provided otherwise set forth in Schedule 3.1(g), the Company has not issued any capital stock since its most recently filed periodic report under the Exchange Act, other than pursuant to the exercise of employee stock options under the Company’s equity compensation plans, the issuance of shares of Common Stock to employees pursuant to the Company’s equity compensation plans and pursuant to the conversion and/or exercise of Common Stock Equivalents outstanding as Section 3.9 of the date of the most recently filed periodic report under the Exchange Act. Except as provided in Schedule 3.1(g), no Person has any right of first refusal, preemptive right, right of participation, or any similar right to participate in the transactions contemplated by the Transaction Documents. Except as a result of the purchase and sale of the Securities and except as set forth on Schedule 3.1(g)Disclosure Schedule, there are no outstanding options, warrants, scrip script rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities, rights or obligations convertible into or exercisable or exchangeable for, or giving any Person person any right to subscribe for or acquire, any shares of Common Stockcommon 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 common stock, or Common Stock Equivalentssecurities or rights convertible or exchangeable into shares of common stock. Except for the Securities or as otherwise set forth on Schedule 3.1(g)in Section 3.9 of the Disclosure Schedule, there are no price based anti-dilution or price adjustment provisions contained in any security issued by Company (or in any agreement providing rights to security holders) and the issuance issue and sale of the Securities will not obligate the Company to issue shares of Common Stock common stock or other securities to any Person person (other than the PurchasersPurchaser) and will not result in a right of any holder of Company Company’s securities to adjust the exercise, conversion, exchange or reset price under any of such securities. All Except as set forth in Section 3.9 of the Disclosure Schedule, Company owns, directly or indirectly, all of the capital stock of each Subsidiary free and clear of any Liens, and all the issued and outstanding shares of capital stock of the Company each Subsidiary are duly authorizedvalidly issued and are fully paid, validly issued, fully paid non-assessable and nonassessable, have been issued in compliance with all federal free of preemptive and state securities laws, and none of such outstanding shares was issued in violation of any preemptive rights or similar rights to subscribe for or purchase securities. No further approval or authorization of any stockholder, the Board of Directors or others is required for the issuance and sale of the Securities. There are no stockholders agreements, voting agreements or other similar agreements with respect to the Company’s capital stock to which the Company is a party or, to the knowledge of the Company, between or among any of the Company’s stockholdersrights.

Capitalization. The capitalization As of the date hereof, the authorized capital stock of the Company is consists of 1,000,000,000 shares of Common Stock, par value of $0.001 per share, of which approximately 677,177,717 shares of Common Stock are issued and outstanding. Except as set forth on Schedule 3.1(g). Except as provided in Schedule 3.1(g)4.3, the Company has not issued any capital stock since its most recently filed periodic report under the Exchange Act, other than pursuant to the exercise of employee stock options under the Company’s equity compensation stock option plans, the issuance of shares of Common Stock to employees pursuant to the Company’s equity compensation employee stock purchase plans and pursuant to the conversion and/or exercise of Common Stock Equivalents outstanding as of the date of the most recently filed periodic report under the Exchange Act. Except as provided in Schedule 3.1(g), no No Person has any right of first refusal, preemptive right, right of participation, or any similar right to participate in the transactions contemplated by the Transaction Documents. Except as set forth on Schedule 4.3 and except as a result of the purchase and sale of the Securities and except as set forth on Schedule 3.1(g)Securities, there are no outstanding options, warrants, scrip rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities, rights or obligations convertible into or exercisable or exchangeable for, or giving any Person any right to subscribe for or acquire, acquire any shares of Common Stock, or contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to issue additional shares of Common Stock or Common Stock Equivalents. Except as set forth on Schedule 3.1(g), the The issuance and sale of the Securities will not obligate the Company to issue shares of Common Stock or other securities to any Person (other than the PurchasersInvestor) and will not result in a right of any holder of Company securities to adjust the exercise, conversion, exchange or reset price under any of such securities. All of the outstanding shares of capital stock of the Company are duly authorizedExcept as otherwise disclosed in its SEC filings, validly issued, fully paid and nonassessable, have been issued in compliance with all federal and state securities laws, and none of such outstanding shares was issued in violation of any preemptive rights or similar rights to subscribe for or purchase securities. No further approval or authorization of any stockholder, the Board of Directors or others is required for the issuance and sale of the Securities. There there are no stockholders stockholders’ agreements, voting agreements or other similar agreements with respect to the Company’s capital stock to which the Company is a party or, to the knowledge of the Company, between or among any of the Company’s stockholdersstockholders and the Company is not obligated to register the sale of any of its or their securities under the Securities Act and 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 any of the Securities. The Company has furnished to the Investor 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 the terms of all securities convertible into or exercisable for Common Stock of the Company and the material rights of the holders thereof in respect thereto. The Common Stock is registered pursuant to Section 12(b) or 12(g) of the Exchange Act, and the Company has taken no action designed to, or which to its knowledge is likely to have the effect of, terminating the registration of the Common Stock under the Exchange Act nor has the Company received any notification that the SEC is contemplating terminating such registration. The Company has not, in the twelve (12) months preceding the date hereof, received notice from the Principal Market on which the Common Stock is or has been listed or quoted to the effect that the Company is not in compliance with the listing or maintenance requirements of such Principal Market. The Company is and has no reason to believe that it will not in the foreseeable future continue to be, in compliance with all such listing and maintenance requirements.

Capitalization. The capitalization of the Company is as set forth on Schedule 3.1(g), which Schedule 3.1(g) shall also include the number of shares of Common Stock owned beneficially, and of record, by Affiliates of the Company as of the date hereof. Except as provided in set forth on Schedule 3.1(g), the Company has not issued any capital stock since its most recently filed periodic report under the Exchange Act, other than pursuant to the exercise of employee stock options under the Company’s equity compensation stock option plans, the issuance of shares of Common Stock to employees pursuant to the Company’s equity compensation employee stock purchase plans and pursuant to the conversion and/or exercise of Common Stock Equivalents outstanding as of the date of the most recently filed periodic report under the Exchange Act. Except as provided in Schedule 3.1(g), no No Person has any right of first refusal, preemptive right, right of participation, or any similar right to participate in the transactions contemplated by the Transaction Documents. Except as a result of the purchase and sale of the Securities and except as set forth on Schedule 3.1(g)Securities, there are no outstanding options, warrants, scrip rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities, rights or obligations convertible into or exercisable or exchangeable for, or giving any Person any right to subscribe for or acquire, acquire any shares of Common Stock, or contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to issue additional shares of Common Stock or Common Stock Equivalents. Except as set forth on Schedule 3.1(g), the The issuance and sale of the Securities will not obligate the Company to issue shares of Common Stock or other securities to any Person (other than the Purchasers) and will not result in a right of any holder of Company securities to adjust the exercise, conversion, exchange or reset price under any of such securities. All of the outstanding shares of capital stock of the Company are duly authorized, validly issued, fully paid and nonassessable, have been issued in compliance with all federal and state securities laws, and none of such outstanding shares was issued in violation of any preemptive rights or similar rights to subscribe for or purchase securities. No further approval or authorization of any stockholder, the Board of Directors or others is required for the issuance and sale of the Securities. There are no stockholders agreements, voting agreements or other similar agreements with respect to the Company’s capital stock to which the Company is a party or, to the knowledge of the Company, between or among any of the Company’s stockholders.

Capitalization. The capitalization of the Company is as set forth on Schedule 3.1(g). Except as provided in Schedule 3.1(g), the Company has not issued any capital stock since the date of its most recently filed periodic report under the Exchange Act, SEC Report other than pursuant to reflect stock option exercises or the exercise vesting of employee restricted stock options under units or as contemplated in connection with the Company’s equity compensation plans, the issuance of shares of Common Stock to employees pursuant to the Company’s equity compensation plans and pursuant to the conversion and/or exercise of Common Stock Equivalents outstanding as of the date of the most recently filed periodic report under the Exchange ActPublic Offering. Except as provided in Schedule 3.1(g), no No Person has any right of first refusal, preemptive right, right of participation, or any similar right to participate in the transactions contemplated by this Agreement that have not been effectively waived as of the Transaction DocumentsClosing Date. Except as a result of the purchase and sale of the Securities and except as set forth on Schedule 3.1(g)Section 3.1(f) of the Disclosure Schedules or as specifically disclosed in the most recently filed annual report on Form 10-K or subsequent SEC Reports, or as contemplated by the underwriters’ agreement related to the Public Offering, there are no outstanding options, warrants, scrip rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities, rights or obligations convertible into or exercisable or exchangeable for, or giving any Person any right to subscribe for or acquire, acquire any shares of Common Stock, or contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to issue additional shares of Common Stock or Common Stock Equivalents. Except as set forth on Schedule 3.1(g), the The issuance and sale of the Securities Shares will not obligate the Company to issue shares of Common Stock or other securities to any Person (other than the PurchasersCelgene Parties) and will not result in a right of any holder of Company securities to adjust the exercise, conversion, exchange or reset price under any of such securities. All of Except for the outstanding shares of capital stock of the Company are duly authorizedRequired Approvals, validly issued, fully paid and nonassessable, have been issued in compliance with all federal and state securities laws, and none of such outstanding shares was issued in violation of any preemptive rights or similar rights to subscribe for or purchase securities. No no further approval or authorization of any stockholder, the Board of Directors or others is required for the issuance and sale of the SecuritiesShares. There Except for the Voting and Standstill Agreement, as set forth on Section 3.1(f) of the Disclosure Schedules, or as specifically disclosed in the most recently filed annual report on Form 10-K or subsequent SEC Reports, there are no stockholders agreements, voting agreements or other similar agreements with respect to the Company’s capital stock to which the Company is a party or, to the knowledge of the Company’s Knowledge, between or among any of the Company’s stockholders.

Capitalization. The capitalization of the Company is as set forth on Schedule 3.1(g)described in the Company’s most recent periodic report filed with the Commission. Except as provided in Schedule 3.1(g), the The Company has not issued any capital stock since its most recently filed periodic report under the Exchange Act, such filing other than pursuant to the exercise of employee stock options under the Company’s equity compensation stock option plans, the issuance of shares of Common Stock to employees pursuant to the Company’s equity compensation plans employee stock purchase plan and pursuant to the conversion and/or or exercise of outstanding Common Stock Equivalents outstanding as of the date of the most recently filed periodic report under the Exchange ActEquivalents. Except as provided in Schedule 3.1(g), no No Person has any right of first refusal, preemptive right, right of participation, or any similar right to participate in the transactions contemplated by the Transaction Documents. Except as a result of the purchase and sale of the Securities and except as set forth on Schedule 3.1(g)Securities, there are no outstanding options, warrants, scrip script rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities, rights or obligations convertible into or exercisable or exchangeable for, or giving any Person any right to subscribe for or acquire, any shares of Common Stock, or contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to issue additional shares of Common Stock Stock, or Common Stock Equivalents. Except as set forth on Schedule 3.1(g), the issuance The issue and sale of the Securities will not obligate the Company to issue shares of Common Stock or other securities to any Person (other than the Purchasers) and will not result in a right of any holder of Company securities to adjust the exercise, conversion, exchange or reset price under any of such securities. All of the outstanding shares of capital stock of the Company are duly authorized, validly issued, fully paid and nonassessable, have been issued in compliance with all federal and state securities laws, and none of such outstanding shares was issued in violation of any preemptive rights or similar rights to subscribe for or purchase securities. No further approval or authorization of any stockholder, the Board of Directors of the Company or others is required for the issuance and sale of the SecuritiesShares. There are no stockholders agreements, voting agreements or other similar agreements with respect to the Company’s capital stock to which the Company is a party or, to the knowledge of the Company, between or among any of the Company’s stockholders.

Capitalization. The capitalization of the Company is as set forth on Schedule 3.1(g)) included in the SEC Reports. Except as provided in Schedule 3.1(g), the The Company has not issued any capital stock since its most recently filed periodic report under the Exchange Act, other than pursuant to the exercise of employee stock options under the Company’s equity compensation plans, the issuance of shares of Common Stock to employees pursuant to the Company’s equity compensation plans and pursuant to the conversion and/or exercise of Common Stock Equivalents outstanding as of the date of the most recently filed periodic report under the Exchange Actreport. Except as provided in set forth on Schedule 3.1(g), no Person has any right of first refusal, preemptive right, right of participation, or any similar right to participate in the transactions contemplated by the Transaction Documents. Except as a result of disclosed in the purchase and sale of the Securities and except as set forth SEC Reports or on Schedule 3.1(g), there are no outstanding options, employee or incentive stock option plans, warrants, scrip rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities, rights or obligations convertible into or exercisable or exchangeable for, or giving any Person any right to subscribe for or acquire, acquire any shares of Common Stock, or contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to issue additional shares of Common Stock or Common Stock Equivalents. Except as set forth on Schedule 3.1(g), the issuance and sale of the Securities will not obligate the Company to issue shares of Common Stock or other securities to any Person (other than the Purchasers) and will not result in a right of any holder of Company securities to adjust the exercise, conversion, exchange or reset price under any of such securities. All of the outstanding shares of capital stock of the Company are duly authorized, validly issued, fully paid and nonassessable, have been issued in material compliance with all federal and state securities laws, and none of such outstanding shares was issued in violation of any preemptive rights or similar rights to subscribe for or purchase securities. No Except as contemplated by Section 3.1(e), no further approval or authorization of any stockholder, the Board of Directors or others is required for the issuance and sale of the Securities. There are no stockholders agreements, voting agreements or other similar agreements with respect to the Company’s capital stock to which the Company is a party or, to the knowledge of the Company, between or among any of the Company’s stockholders. The Company is not a party to any Variable Rate Transaction and as of Closing, there will not be outstanding any Equity Line of Credit nor Variable Priced Equity Linked Instruments.

Capitalization. The capitalization As of the date hereof, the authorized capital stock of the Company is consists of 10,000,000,000 shares of Common Stock, par value of $0.0001 per share, of which approximately 2,213,661,318 shares of Common Stock are issued and outstanding. Except as set forth on Schedule 3.1(g). Except as provided in Schedule 3.1(g)4.3, the Company has not issued any capital stock since its most recently filed periodic report under the Exchange Act, other than pursuant to the exercise of employee stock options under the Company’s equity compensation stock option plans, the issuance of shares of Common Stock to employees pursuant to the Company’s equity compensation employee stock purchase plans and pursuant to the conversion and/or exercise of Common Stock Equivalents outstanding as of the date of the most recently filed periodic report under the Exchange Act. Except as provided in Schedule 3.1(g), no No Person has any right of first refusal, preemptive right, right of participation, or any similar right to participate in the transactions contemplated by the Transaction Documents. Except as set forth on Schedule 4.3 and except as a result of the purchase and sale of the Securities and except as set forth on Schedule 3.1(g)Securities, there are no outstanding options, warrants, scrip rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities, rights or obligations convertible into or exercisable or exchangeable for, or giving any Person any right to subscribe for or acquire, acquire any shares of Common Stock, or contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to issue additional shares of Common Stock or Common Stock Equivalents. Except as set forth on Schedule 3.1(g), the The issuance and sale of the Securities will not obligate the Company to issue shares of Common Stock or other securities to any Person (other than the PurchasersInvestor) and will not result in a right of any holder of Company securities to adjust the exercise, conversion, exchange or reset price under any of such securities. All of the outstanding shares of capital stock of the Company are duly authorized, validly issued, fully paid and nonassessable, have been issued in compliance with all federal and state securities laws, and none of such outstanding shares was issued in violation of any preemptive rights or similar rights to subscribe for or purchase securities. No further approval or authorization of any stockholder, the Board of Directors or others is required for the issuance and sale of the Securities. There are no stockholders agreements, voting agreements or other similar agreements with respect to the Company’s capital stock to which the Company is a party or, to the knowledge of the Company, between or among any of the Company’s stockholders.

Capitalization. The capitalization of the Company as of March 31, 2009 is as set forth in the Company’s Quarterly Report on Schedule 3.1(g)Form 10-Q for the quarterly period ended March 31, 2009. Except as provided in set forth on Schedule 3.1(g), the Company has not issued any capital stock since its most recently filed periodic report under the Exchange Act, other than pursuant to the exercise of employee stock options under the Company’s equity compensation stock option plans, the issuance of shares of Common Stock to employees pursuant to the Company’s equity compensation employee stock purchase plans and pursuant to the conversion and/or exercise of Common Stock Equivalents outstanding as of the date of the most recently filed periodic report under the Exchange Act. Except as provided in Schedule 3.1(g), no No Person has any right of first refusal, preemptive right, right of participation, or any similar right to participate in the transactions contemplated by the Transaction Documents. Except as a result of the purchase and sale of the Securities and except as set forth on Schedule 3.1(g), there are no outstanding options, warrants, scrip rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities, rights or obligations convertible into or exercisable or exchangeable for, or giving any Person any right to subscribe for or acquire, any shares of Common Stock, or contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to issue additional shares of Common Stock or Common Stock Equivalents. Except as set forth on Schedule 3.1(g), the The issuance and sale of the Securities will not obligate the Company to issue shares of Common Stock or other securities to any Person (other than the Purchasers) and and, except as set forth on Schedule 3.1(g), will not result in a right of any holder of Company securities to adjust the exercise, conversion, exchange or reset price under any of such securities. All of the outstanding shares of capital stock of the Company are duly authorized, validly issued, fully paid and nonassessable, have been issued in compliance with all federal and state securities laws, and none of such outstanding shares was issued in violation of any preemptive rights or similar rights to subscribe for or purchase securities. No further approval or authorization of any stockholder, the Board of Directors or others (except as set forth on Schedule 3.1(g)) is required for the issuance and sale of the Securities. There Except for agreements filed as exhibits to the SEC Reports, there are no stockholders agreements, voting agreements or other similar agreements with respect to the Company’s capital stock to which the Company is a party or, to the knowledge of the Company, between or among any of the Company’s stockholders.

Capitalization. The capitalization of the Company is as set forth on Schedule 3.1(g), which Schedule 3.1(g) shall also include the number of shares of Common Stock owned beneficially, and of record, by Affiliates of the Company as of the date hereof. Except as provided in disclosed on Schedule 3.1(g), the Company has not issued any capital stock since its most recently filed periodic report under the Exchange Act, other than pursuant to the exercise of employee stock options under the Company’s equity compensation stock option plans, the issuance of shares of Common Stock to employees pursuant to the Company’s equity compensation employee stock purchase plans and pursuant to the conversion and/or exercise of Common Stock Equivalents outstanding as of the date of the most recently filed periodic report under the Exchange Act. Except as provided in Schedule 3.1(g), no No Person has any right of first refusal, preemptive right, right of participation, or any similar right to participate in the transactions contemplated by the Transaction Documents. Except as a result of the purchase and sale of the Securities and except as set forth on Schedule 3.1(g)Securities, there are no outstanding options, warrants, scrip rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities, rights or obligations convertible into or exercisable or exchangeable for, or giving any Person any right to subscribe for or acquire, acquire any shares of Common Stock, or contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to issue additional shares of Common Stock or Common Stock Equivalents. Except as set forth on Schedule 3.1(g), the The issuance and sale of the Securities will not obligate the Company to issue shares of Common Stock or other securities to any Person (other than the Purchasers) and will not result in a right of any holder of Company securities to adjust the exercise, conversion, exchange or reset price under any of such securities. All of the outstanding shares of capital stock of the Company are duly authorized, validly issued, fully paid and nonassessable, have been issued in compliance with all federal and state securities laws, and none of such outstanding shares was issued in violation of any preemptive rights or similar rights to subscribe for or purchase securities. No further approval or authorization of any stockholder, the Board of Directors or others is required for the issuance and sale of the Securities. There are no stockholders agreements, voting agreements or other similar agreements with respect to the Company’s capital stock to which the Company is a party or, to the knowledge of the Company, between or among any of the Company’s stockholders.

Capitalization. The capitalization of the Company as of September 30, 2017 is as set forth on Schedule 3.1(g)in the SEC Reports. Except as provided in Schedule 3.1(g), the The Company has not issued any capital stock since its most recently filed periodic report under the Exchange Act, other than pursuant to the exercise of employee stock options under the Company’s equity compensation plans, stock incentive plans and the issuance of shares of Common Stock to employees pursuant to the Company’s equity compensation plans and pursuant to the conversion and/or exercise of Common Stock Equivalents outstanding as of the date of the most recently filed periodic report under the Exchange Actat-the-market sales agreement. Except as provided in Schedule 3.1(g), no No Person has any right of first refusal, preemptive right, right of participation, or any similar right to participate in the transactions contemplated by the Transaction Documentsthis Agreement. Except as disclosed on Schedule 3.1(a) and as a result of the purchase and sale of the Securities and except as set forth on Schedule 3.1(g)Shares, there are no outstanding options, warrants, scrip rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities, rights or obligations convertible into or exercisable or exchangeable for, or giving any Person any right to subscribe for or acquire, any shares of Common Stock, or contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to issue additional shares of Common Stock or Common Stock Equivalents. Except as set forth on Schedule 3.1(g), the The issuance and sale of the Securities Shares will not obligate the Company to issue shares of Common Stock or other securities to any Person (other than the Purchasers) and will not result in a right of any holder of Company securities to adjust the exercise, conversion, exchange or reset price under any of such securities. All of the outstanding shares of capital stock of the Company are duly authorized, validly issued, fully paid and nonassessable, have been issued in compliance with all federal and state securities laws, and none of such outstanding shares was issued in violation of any preemptive rights or similar rights to subscribe for or purchase securities. No further approval or authorization of any stockholder, the Board of Directors or others is required for the issuance and sale of the SecuritiesShares. There Except as disclosed on Schedule 3.1(a), there are no stockholders agreements, voting agreements or other similar agreements with respect to the Company’s capital stock to which the Company is a party or, to the knowledge of the Company, between or among any of the Company’s stockholders. The Common Stock is registered pursuant to Section 12(b) or 12(g) of the Exchange Act, and the Company has taken no action designed to, or which to the Company’s knowledge is likely to have the effect of, terminating the registration of the Common Stock under the Exchange Act nor has the Company received any notification that the Commission is contemplating terminating such registration.

Capitalization. (i) The capitalization authorized capital stock of GeoMet consists of 6,000 shares of GeoMet Common Stock, par value $.01 per share, all of which shares are classified as Series B Voting Common Stock. There are issued and outstanding 1,250 shares of GeoMet Common Stock. No shares of GeoMet Common Stock are held as treasury shares. A total of 62.5 shares of GeoMet Common Stock have been reserved for issuance pursuant to the Company stock option plans described in Section 2.1(c)(ii). All issued shares of GeoMet Common Stock are validly issued, fully paid and nonassessable and no holder thereof is entitled to preemptive rights. Except for the Stockholders’ Agreement dated as of December 8, 2000, GeoMet is not a party to, and is not aware of, any voting agreement, voting trust or similar agreement or arrangement relating to any class or series of its capital stock, or any agreement or arrangement providing for registration rights with respect to any capital stock or other securities of GeoMet. (ii) There are outstanding GeoMet Options to purchase an aggregate of 49.625 shares of GeoMet Common Stock under the 2001 Stock Option Plan (the “2001 Plan“). Other than as set forth on Schedule 3.1(g). Except as provided in Schedule 3.1(gSection 2.1(c)(i) and this Section 2.1(c)(ii), there are not now, and at the Company has Effective Time there will not issued be, any (A) shares of capital stock since its most recently filed periodic report under the Exchange Act, or other equity securities of GeoMet outstanding other than GeoMet Common Stock issued pursuant to the exercise of employee stock options under the Company’s equity compensation plans, the issuance of shares of Common Stock to employees pursuant to the Company’s equity compensation plans and pursuant to the conversion and/or exercise of Common Stock Equivalents outstanding as of the date of the most recently filed periodic report under the Exchange Act. Except as provided in Schedule 3.1(g), no Person has any right of first refusal, preemptive right, right of participation, GeoMet Options or any similar right to participate in the transactions contemplated by the Transaction Documents. Except as a result of the purchase and sale of the Securities and except as set forth on Schedule 3.1(g), there are no (B) outstanding options, warrants, scrip scrip, rights to subscribe tofor, calls or commitments of any character whatsoever relating to, or securities, securities or rights or obligations convertible into or exercisable or exchangeable for, or giving any Person any right to subscribe for or acquire, any shares of Common Stockany class of capital stock of GeoMet, or contracts, commitments, understandings or arrangements to which GeoMet is a party, or by which the Company or any Subsidiary GeoMet is or may become bound be bound, to issue additional shares of Common Stock capital stock or Common Stock Equivalents. Except as set forth on Schedule 3.1(g)equity interests or options, the issuance and sale of the Securities will not obligate the Company warrants, scrip or rights to issue shares of Common Stock subscribe for, or other securities to or rights convertible into or exchangeable for, any Person (other than the Purchasers) and will not result in a right of any holder of Company securities to adjust the exercise, conversion, exchange or reset price under any of such securities. All of the outstanding additional shares of capital stock or equity interests. (iii) Other than shares of capital stock or partnership interests of the Company GeoMet Subsidiaries owned by GeoMet, there are duly authorized, validly issued, fully paid and nonassessable, have been issued in compliance with all federal and state securities lawsnot now, and none at the Effective Time there will not be, any (A) shares of such capital stock, partnership interest or other equity securities of the GeoMet Subsidiaries outstanding shares was issued in violation of any preemptive rights or similar (B) outstanding options, warrants, scrip, rights to subscribe for for, calls or purchase securities. No further approval or authorization commitments of any stockholdercharacter whatsoever relating to, the Board or securities or rights convertible into or exchangeable for, shares of Directors any class of capital stock or others is required for the issuance and sale partnership interest of the Securities. There are no stockholders agreementsGeoMet Subsidiaries, voting agreements or other similar agreements with respect to the Company’s capital stock contracts, understandings or arrangements to which the Company is a party or, to the knowledge of the Company, between GeoMet or among any of the Company’s stockholdersGeoMet Subsidiaries is a party, or by which GeoMet or any of the GeoMet Subsidiaries is or may be bound, to issue additional shares of capital stock, partnership interest or equity interests or options, warrants, scrip or rights to subscribe for, or securities or rights convertible into or exchangeable for, any additional shares of capital stock, partnership interest or equity interests.

Capitalization. The capitalization of Other than disclosed in the Company is SEC Reports and as set forth on Schedule 3.1(g). Except as provided in Schedule 3.1(g), the Company has not issued any capital stock since its most recently filed periodic report under the Exchange Act, other than pursuant to the exercise of employee stock options under the Company’s equity compensation 's stock option plans, the issuance of shares of Common Stock to employees pursuant to the Company’s equity compensation plans 's employee stock purchase plan and pursuant to the conversion and/or or exercise of outstanding Common Stock Equivalents outstanding all as of the date of the most recently filed periodic report under the Exchange Act. Except as provided in set forth on Schedule 3.1(g), . No securities of the Company are entitled to preemptive or similar rights and no Person has any right of first refusal, preemptive right, right of participation, or any similar right to participate in the transactions contemplated by the Transaction Documents. Except As of the date of this Agreement, except as disclosed in the SEC Reports and as set forth in Schedule 3.1(g) and as a result of the purchase and sale of the Securities and except as set forth on Schedule 3.1(g)Warrants, there are no outstanding options, warrants, scrip script rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities, rights or obligations convertible into or exercisable or exchangeable for, or giving any Person any right to subscribe for or acquire, any shares of Common Stockthe capital stock of the Company, or contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to issue additional shares of its capital stock, or securities or rights convertible or exchangeable into shares of Common Stock or Common Stock EquivalentsStock. Except as set forth on Schedule 3.1(g), the The issuance and sale of the Securities will not obligate the Company to issue shares of Common Stock or other securities to any Person (other than the PurchasersPurchaser) and will not result in a right of any holder of Company securities to adjust the exercise, conversion, exchange or reset price under any of such securities. All of the outstanding shares of capital stock of the Company are duly authorized, validly issued, fully paid and nonassessable, have been issued in compliance with all federal and state securities laws, and none of such outstanding shares was issued in violation of any preemptive rights or similar rights to subscribe for or purchase securities. No further approval or authorization of any stockholder, the Board of Directors of the Company or others is required for the issuance and sale of the Securities. There are no stockholders agreements, voting agreements or other similar agreements with respect to the Company’s 's capital stock to which the Company is a party or, to the knowledge Knowledge of the Company, between or among any of the Company’s 's stockholders.

Capitalization. The capitalization number of shares and type of all authorized, issued and outstanding capital stock of the Company, and all shares of Common Stock reserved for issuance pursuant to convertible, exercisable or exchangeable securities of the Company or under the Company's various option and incentive plans, is as set forth on specified in Schedule 3.1(g). Except as provided in Schedule 3.1(g), the The Company has not issued any capital stock since its most recently filed periodic report under the Exchange Act, other than pursuant to the exercise of employee stock options under the Company’s equity compensation plans, the issuance of shares of Common Stock to employees pursuant to the Company’s equity compensation plans and pursuant to the conversion and/or or exercise of outstanding Common Stock Equivalents outstanding as of the date of the most recently filed periodic report under the Exchange ActEquivalents. Except for the right of first refusal of PI (Cayman) Limited as provided set forth in Schedule 3.1(g)the PI Agreement, no Person has any right of first refusal, preemptive right, right of participation, or any similar right to participate in the transactions contemplated by the Transaction Documents. Except as set forth on Schedule 3.1(g) and as a result of the purchase and sale of the Securities and except as set forth on Schedule 3.1(g)Securities, there are no outstanding options, warrants, scrip script rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities, rights or obligations convertible into or exercisable or exchangeable for, or giving any Person any right to subscribe for or acquire, any shares of Common Stock, or contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to issue additional shares of Common Stock or Common Stock Equivalents. Except as set forth on Schedule 3.1(g), the issuance and sale of the Securities will not not, immediately or with the passage of time, obligate the Company to issue shares of Common Stock or other securities to any Person (other than the Purchasers) and will not result in a right of any holder of Company securities to adjust the exercise, conversion, exchange or reset price under any of such securities. All of the outstanding shares of capital stock of the Company are duly authorized, validly issued, fully paid and nonassessable, have been issued in compliance with all federal and state securities laws, and none of such outstanding shares was issued in violation of any preemptive rights or similar rights to subscribe for or purchase securities. No further approval or authorization of any stockholder, the Board of Directors of the Company or others is required for the issuance and sale of the Securities. There Except for the right of first refusal of PI (Cayman) Limited as set forth in the PI Agreement, there are no stockholders agreements, voting agreements or other similar voting agreements with respect to the Company’s 's capital stock to which the Company is a party or, to the knowledge of the Company, between or among any of the Company’s 's stockholders.

Capitalization. The capitalization of the Company as of the date hereof is as set forth on Schedule 3.1(g3.1(ccc). Except as provided in Schedule 3.1(g), the The Company has not issued any capital stock since its most recently filed periodic report under the Exchange Act, other than pursuant to the exercise of employee stock options under the Company’s equity compensation stock option plans, the issuance of shares of Common Stock to employees pursuant to the Company’s equity compensation employee stock purchase plans and pursuant to the conversion and/or exercise of Common Stock Equivalents outstanding as of the date of the most recently filed periodic report under the Exchange Act. Except as provided in Schedule 3.1(g), no No Person has any right of first refusal, preemptive right, right of participation, or any similar right to participate in the transactions contemplated by the Transaction Documents. Except as a result of the purchase and sale of the Securities and except as set forth on Schedule 3.1(g)3.1(ccc) or otherwise contemplated by the Transaction Documents, there are no outstanding options, warrants, scrip rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities, rights or obligations convertible into or exercisable or exchangeable for, or giving any Person any right to subscribe for or acquire, any shares of Common StockStock or the capital stock of any Subsidiary, or contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to issue additional shares of Common Stock or Common Stock EquivalentsEquivalents or capital stock of any Subsidiary. Except as set forth on Schedule 3.1(g), the The issuance and sale of the Securities will not obligate the Company or any Subsidiary to issue shares of Common Stock or other securities to any Person (other than the Purchasers) and will not result in a right Purchaser). Except as contemplated by the Transaction Documents, there are no outstanding securities or instruments of the Company or any holder of Company securities to adjust Subsidiary with any provision that adjusts the exercise, conversion, exchange or reset price under any of such securitiessecurity or instrument upon an issuance of securities by the Company or any Subsidiary. Except as may apply to the Company’s outstanding preferred stock, there are no outstanding securities or instruments of the Company or any Subsidiary that contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to redeem a security of the Company or such Subsidiary. The Company does not have any stock appreciation rights or “phantom stock” plans or agreements or any similar plan or agreement. All of the outstanding shares of capital stock of the Company are duly authorized, validly issued, fully paid and nonassessable, have been issued in compliance with all federal and state securities laws, and none of such outstanding shares was issued in violation of any preemptive rights or similar rights to subscribe for or purchase securities. No further approval or authorization of any stockholder, the Board of Directors or others is required for the issuance and sale of the Securities. There Except as (i) may apply to the Company’s outstanding preferred stock or (ii) contemplated by or entered into in connection with the Transaction Documents, there are no stockholders agreements, voting agreements or other similar agreements with respect to the Company’s capital stock to which the Company is a party or, to the knowledge of the Company, between or among any of the Company’s stockholders.

Capitalization. The capitalization number of shares and type of all authorized, issued and outstanding capital stock, options and other securities of the Company (whether or not presently convertible into or exercisable or exchangeable for shares of capital stock of the Company) is as set forth on Schedule 3.1(g). Except as provided in Schedule 3.1(g), the ) hereto. The Company has not issued any capital stock since the date of its most recently filed periodic report under the Exchange Act, SEC Report other than pursuant to reflect stock option and warrant exercises that do not, individually or in the exercise of employee stock aggregate, have a material affect on the issued and outstanding capital stock, options under the Company’s equity compensation plans, the issuance of shares of Common Stock to employees pursuant to the Company’s equity compensation plans and pursuant to the conversion and/or exercise of Common Stock Equivalents outstanding as of the date of the most recently filed periodic report under the Exchange Actother securities. Except as provided in Schedule 3.1(g), no No Person has any right of first refusal, preemptive right, right of participation, or any similar right to participate in the transactions contemplated by the Transaction DocumentsDocuments that have not been effectively waived as of the Closing Date. Except as set forth on Schedule 3.1(g) or a result of the purchase and sale of the Securities Shares and except as set forth on Schedule 3.1(g)Warrants, there are no outstanding options, warrants, scrip rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities, rights or obligations convertible into or exercisable or exchangeable for, or giving any Person any right to subscribe for or acquire, acquire any shares of Common Stock, or contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to issue additional shares of Common Stock or Common Stock Equivalents. Except as set forth on Schedule 3.1(g), the The issuance and sale of the Securities Shares and Warrants will not obligate the Company to issue shares of Common Stock or other securities to any Person (other than the Purchasers) and will not result in a right of any holder of Company securities to adjust the exercise, conversion, exchange or reset price under any of such securities. All of the outstanding shares of capital stock of the Company are duly authorized, validly issued, fully paid and nonassessable, have been issued in compliance in all material respects with all applicable federal and state securities laws, and none of such outstanding shares was issued in violation of any preemptive rights or similar rights to subscribe for or purchase securities. No further approval or authorization of any stockholder, the Board of Directors or others is required for the issuance and sale of the Securities. There are no stockholders agreements, voting agreements or other similar agreements with respect to the Company’s capital stock to which the Company is a party or, to the knowledge of the Company’s Knowledge, between or among any of the Company’s stockholders.

Capitalization. The capitalization (i) Including shares issued in connection with the acquisition of all of the capital stock of Chatsworth, the entire authorized capital stock of the Company is as set forth on Schedule 3.1(g)consists of 100,000,000 shares of Common Stock, 19,250,000 of which are issued and outstanding. Except as provided in Schedule 3.1(g), the Company has not issued any capital stock since its most recently filed periodic report under the Exchange Act, other than pursuant to the exercise All shares of employee stock options under the Company’s equity compensation plansissued and outstanding capital stock have been duly authorized, are validly issued and outstanding, and are fully paid and nonassessable. No securities issued by the Company from the date of its incorporation to the date hereof were issued in violation of any statutory or common law preemptive rights. There are no dividends which have accrued or been declared but are unpaid on the capital stock of the Company. All taxes required to be paid by the Company in connection with the issuance and any transfers of shares of Common Stock to employees pursuant to the Company’s equity compensation plans and pursuant to the conversion and/or exercise of Common Stock Equivalents outstanding as capital stock have been paid. All securities of the date Company have been issued in all material respects in accordance with the provisions of the most recently filed periodic report under the Exchange Act. Except as provided in Schedule 3.1(g), no all applicable securities and other laws. (ii) No Person has any right of first refusal, preemptive right, right of participation, or any similar right to participate in the transactions contemplated by the Transaction Documents. Except as set forth on Schedule 3.1(g) and as a result of the purchase and sale of the Securities and except as set forth on Schedule 3.1(g)for employee and director stock options under the Company's equity compensation plans and outstanding warrants to purchase shares of Common Stock described in the Xxxxxxxxxx 0-X, there are no outstanding options, warrants, scrip rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities, rights or obligations convertible into or exercisable or exchangeable for, or giving any Person any right to subscribe for or acquire, any shares of Common Stock, or contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to issue additional shares of Common Stock Stock, or securities or rights convertible or exchangeable into shares of Common Stock EquivalentsStock. Except as set forth on Schedule 3.1(g), the issuance The issue and sale of the Securities will not obligate the Company to issue shares of Common Stock or other securities to any Person (other than the Purchasers) and will not result in a right of any holder of Company securities to adjust the exercise, conversion, exchange or reset price under any of such Company securities. All of the outstanding shares of capital stock of the Company are duly authorized, validly issued, fully paid and nonassessable, have been issued in compliance with all federal and state securities laws, and none of such outstanding shares was issued in violation of any preemptive rights or similar rights to subscribe for or purchase securities. No further approval or authorization of any stockholder, the Board of Directors or others is required for the issuance and sale of the Securities. There are no stockholders agreements, voting agreements or other similar agreements with respect to the Company’s capital stock to which the Company is a party or, to the knowledge of the Company, between or among any of the Company’s stockholders.

Capitalization. (a) The capitalization of the Company Purchaser is as set forth on Schedule 3.1(g). Except as provided in Schedule 3.1(g), the Company has not issued any capital stock since its most recently filed periodic report under the Exchange Act, other than pursuant authorized to the exercise of employee stock options under the Company’s equity compensation plans, the issuance of issue (i) 150,000,000 shares of Purchaser Class A Common Stock to employees pursuant to the Company’s equity compensation plans Stock, (ii) 20,000,000 shares of Purchaser Class B Common Stock, and pursuant to the conversion and/or exercise (iii) 1,000,000 shares of Common Stock Equivalents Purchaser Preferred Stock. The issued and outstanding Purchaser Securities as of the date of the most recently filed periodic report under the Exchange Act. Except as provided in Schedule 3.1(g), no Person has any right of first refusal, preemptive right, right of participation, or any similar right to participate in the transactions contemplated by the Transaction Documents. Except as a result of the purchase and sale of the Securities and except as this Agreement are set forth on Schedule 3.1(g3.5(a). As of the date of this Agreement, there are no outstanding options, warrants, scrip rights to subscribe to, calls issued or commitments of any character whatsoever relating to, or securities, rights or obligations convertible into or exercisable or exchangeable for, or giving any Person any right to subscribe for or acquire, any shares of Common Stock, or contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to issue additional shares of Common Stock or Common Stock Equivalents. Except as set forth on Schedule 3.1(g), the issuance and sale of the Securities will not obligate the Company to issue shares of Common Stock or other securities to any Person (other than the Purchasers) and will not result in a right of any holder of Company securities to adjust the exercise, conversion, exchange or reset price under any of such securities. All of the outstanding shares of capital stock of Purchaser Preferred Stock. There are no outstanding or authorized equity appreciation, phantom equity or similar rights with respect to the Company are Purchaser. All outstanding Purchaser Class A Common Stock and Purchaser Class B Common Stock is duly authorized, validly issued, fully paid and nonassessable, have been issued in compliance with all federal non-assessable and state securities laws, and none of such outstanding shares was is not subject to or issued in violation of any purchase option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the DGCL, any other applicable Law, the Purchaser’s Organizational Documents or any Contract to which the Purchaser is a party or by which it or its securities are bound. The Purchaser holds no shares or other equity interests of the Purchaser in its treasury. None of the outstanding Purchaser Securities has been issued in violation of any applicable securities Laws. The rights, privileges and preferences of the Purchaser Preferred Stock are as stated in the Purchaser’s Organizational Documents and as provided by the DGCL. (b) Prior to giving effect to the Merger, Merger Sub is authorized to issue 1,000 shares of Merger Sub Common Stock, of which 1,000 shares are issued and outstanding, and all of which are owned by the Purchaser. Prior to giving effect to the Transactions, other than Merger Sub, the Purchaser does not have any Subsidiaries or own any equity interests in any other Person. (c) Except as set forth in Schedule 3.5(a) or Schedule 3.5(c), there are no (i) outstanding options, warrants, puts, calls, convertible securities, rights of first refusal, preemptive or similar rights to subscribe for other than the Redemption, (ii) bonds, debentures, notes or purchase securities. No further approval other Indebtedness having general voting rights or authorization that are convertible or exchangeable into securities having such rights, or (iii) subscriptions or other rights, agreements, arrangements, Contracts or commitments of any stockholdercharacter (other than this Agreement and the Ancillary Documents), (A) relating to the Board of Directors issued or others is required for the issuance and sale unissued shares of the Securities. There are no stockholders agreementsPurchaser, voting agreements (B) obligating the Purchaser to issue, transfer, deliver, offer or sell or cause to be issued, transferred, delivered, offered or sold any options or shares or securities convertible into or exchangeable for such shares, (C) obligating the Purchaser to grant, extend or enter into any such option, warrant, call, subscription, convertible securities, right of first refusal, preemptive right or other similar agreements right, agreement or arrangement or commitment for such shares, or (D) other than the Redemption or as expressly set forth in this Agreement, obligating the Purchaser to redeem, repurchase or otherwise acquire any such shares or other equity interests, or provide an amount of funds to, or make any investment (in the form of a loan, capital contribution or otherwise) in the Purchaser or any other Person. Except as set forth in Schedule 3.5(c), there is no agreement or commitment by the Purchaser relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or granting any option or similar right with respect to the Company’s capital stock to which the Company is a party orto), to the knowledge any shares of the CompanyPurchaser. (d) All Indebtedness of the Purchaser as of the date of this Agreement is disclosed on Schedule 3.5(d). No Indebtedness of the Purchaser contains any restriction upon (i) the prepayment of any of such Indebtedness, between (ii) the incurrence of Indebtedness by the Purchaser, or among (iii) the ability of the Purchaser to grant any Lien on its properties or assets. (e) Since the date of formation of the Purchaser, and except as contemplated by this Agreement (including any redemptions that may occur in connection with an Extension, if any) or as set forth on Schedule 3.5(e), the Purchaser has not declared or paid any distribution or dividend in respect of its shares and has not repurchased, redeemed or otherwise acquired any of its shares, and the Purchaser’s board of directors has not authorized any of the Company’s stockholdersforegoing.

Capitalization. The capitalization of the Company as of the date hereof is as set forth on Schedule 3.1(g)‎3.1.7, which Schedule ‎3.1.7 shall also include the number of Common Shares owned beneficially, and of record, by Affiliates of the Company as of the date hereof. Except Other than as provided stated in Schedule 3.1(g)‎3.1.7, the Company has not issued any share capital stock since its most recently filed periodic report under the Exchange Act, other than pursuant to the exercise of employee stock share options under the Company’s equity compensation share option plans, the issuance of shares of Common Stock Shares to employees pursuant to the Company’s equity compensation plans and pursuant to the conversion and/or exercise of Common Stock Equivalents outstanding as of the date of the most recently filed periodic report under the Exchange Actemployee share purchase plans. Except as provided in Schedule 3.1(g), no No Person has any right of first refusal, preemptive right, right of participation, or any similar right to participate in the transactions contemplated by the Transaction Documents. Except as a result of the purchase and sale of the Securities and except as set forth on in Schedule 3.1(g)‎3.1.7, or pursuant to this Agreement, there are no outstanding options, warrants, scrip rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities, rights or obligations convertible into or exercisable or exchangeable for, or giving any Person any right to subscribe for or acquire, any shares Common Shares or the share capital of Common Stockany Subsidiary, 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 Shares or Common Stock EquivalentsShare Equivalents or share capital of any Subsidiary. Except as set forth on Schedule 3.1(g), the The issuance and sale of the Securities will not obligate the Company or any Subsidiary to issue shares of Common Stock Shares or other securities to any Person (other than the Purchasers) and will not result ). Except as set forth in a right Schedule ‎3.1.7, there are no outstanding securities or instruments of the Company or any holder of Company securities to adjust Subsidiary with any provision that adjusts the exercise, conversion, exchange or reset price under any of such securitiessecurity or instrument upon an issuance of securities by the Company or any Subsidiary. Except as set forth in Schedule ‎3.1.7, there are no outstanding securities or instruments of the Company or any Subsidiary that contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to redeem a security of the Company or such Subsidiary. The Company does not have any share appreciation rights or “phantom stock” plans or agreements or any similar plan or agreement. All of the outstanding shares of share capital stock of the Company are duly authorized, validly issued, fully paid and nonassessable, have been issued in compliance with all federal and state securities laws, and none of such outstanding shares was issued in violation of any preemptive rights or similar rights to subscribe for or purchase securities. No further approval or authorization of any stockholdershareholder, the Board of Directors or others is required for the issuance and sale of the Securities. There are no stockholders shareholders’ agreements, voting agreements or other similar agreements with respect to the Company’s share capital stock to which the Company is a party or, to the knowledge of the Company, between or among any of the Company’s stockholdersshareholders.

Capitalization. The capitalization authorized equity interests of Seller consist of membership interests ("Membership Interests"), all of which are issued and outstanding to the Company is as Founders in the percentages set forth on Schedule 3.1(g). Except as provided in Schedule 3.1(g), the Company has not issued any capital stock since its most recently filed periodic report under the Exchange Act, other than pursuant to the exercise of employee stock options under the Company’s equity compensation plans, the issuance of shares of Common Stock to employees pursuant to the Company’s equity compensation plans and pursuant to the conversion and/or exercise of Common Stock Equivalents outstanding as of the date of the most recently filed periodic report under the Exchange Act. Except as provided in Schedule 3.1(g), no Person has any right of first refusal, preemptive right, right of participation, or any similar right to participate in the transactions contemplated by the Transaction Documents. Except as a result of the purchase and sale of the Securities and except as set forth on Schedule 3.1(g), there are no outstanding options, warrants, scrip rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities, rights or obligations convertible into or exercisable or exchangeable for, or giving any Person any right to subscribe for or acquire, any shares of Common Stock, or contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to issue additional shares of Common Stock or Common Stock Equivalents. Except as set forth on Schedule 3.1(g), the issuance and sale of the Securities will not obligate the Company to issue shares of Common Stock or other securities to any Person (other than the Purchasers) and will not result in a right of any holder of Company securities to adjust the exercise, conversion, exchange or reset price under any of such securities3.3. All of the outstanding shares of capital stock of the Company Membership Interests are duly authorized, validly issued, fully paid and nonassessablenon-assessable and are free of any liens or encumbrances, and are not subject to preemptive rights or rights of first refusal (in each case that have not been complied with or waived), the organizational documents of Seller or any agreement to which Seller is a party or by which it is bound. Other than the Membership Interests, Seller has no other equity interests. Except as disclosed in Schedule 3.3 of the Disclosure Schedule, there are no options, warrants, calls, rights, commitments or agreements of any character to which Seller is a party or by which it is bound obligating Seller to issue, deliver, sell, repurchase or redeem or cause to be issued, delivered, sold, repurchased or redeemed, any Membership Interests or any other class of equity or debt security of Seller or obligating Seller to grant, extend, accelerate the vesting of, change the price of, or otherwise amend or enter into any such option, warrant, call, right, commitment or agreement. Except as set forth in Schedule 3.3 of the Disclosure Schedule, there are no contracts, commitments or agreements relating to voting, purchase or sale of the Membership Interests between Seller and any of its Members. All of the Membership Interests and rights to acquire Membership Interests were issued in compliance with all applicable federal and state securities laws. The capitalization of Seller, as set forth above, including the names and none addresses of such outstanding shares was issued in violation record on Seller's books, of each holder of any preemptive rights or similar rights to subscribe for or purchase securities. No further approval or authorization of any stockholderSeller security, the Board of Directors or others is required for the issuance and sale of the Securities. There are no stockholders agreements, voting agreements or other similar agreements with respect set forth in Schedule 3.3 to the Company’s capital stock to which the Company is a party or, to the knowledge of the Company, between or among any of the Company’s stockholdersDisclosure Schedule.

Capitalization. The capitalization of the Company is as set forth on Schedule 3.1(g). Except as provided in set forth on Schedule 3.1(g), the Company has not issued any capital stock since its most recently filed periodic report under the Exchange Act, other than pursuant to the exercise of employee stock options under the Company’s equity compensation stock option plans, the issuance of shares of Common Stock to employees pursuant to the Company’s equity compensation employee stock purchase plans and pursuant to the conversion and/or exercise of Common Stock Equivalents outstanding as of the date of the most recently filed periodic report under the Exchange Act. Except as provided in Schedule 3.1(g), no No Person has any right of first refusal, preemptive right, right of participation, or any similar right to participate in the transactions contemplated by the Transaction Documents. Except as a result of the purchase and sale of the Securities and except as set forth on Schedule 3.1(g), there are no outstanding options, warrants, scrip rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities, rights or obligations convertible into or exercisable or exchangeable for, or giving any Person any right to subscribe for or acquire, any shares of Common Stock, or contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to issue additional shares of Common Stock or Common Stock Equivalents. Except as set forth on Schedule 3.1(g), the The issuance and sale of the Securities will not obligate the Company to issue shares of Common Stock or other securities to any Person (other than the Purchasers) and and, except as set forth on Schedule 3.1(g), will not result in a right of any holder of Company securities to adjust the exercise, conversion, exchange or reset price under any of such securities. All of the outstanding shares of capital stock of the Company are duly authorized, validly issued, fully paid and nonassessable, have been issued in compliance with all federal and state securities laws, and none of such outstanding shares was issued in violation of any preemptive rights or similar rights to subscribe for or purchase securities. No further approval or authorization of any stockholder, the Board of Directors or others (except as set forth on Schedule 3.1(g)) is required for the issuance and sale of the Securities. There are no stockholders agreements, voting agreements or other similar agreements with respect to the Company’s capital stock to which the Company is a party or, to the knowledge of the Company, between or among any of the Company’s stockholders.

Capitalization. The capitalization of the Company as of the date hereof is as set forth on Schedule 3.1(g)5.3. All of the issued and outstanding shares of the Company’s capital stock have been duly authorized and validly issued and are fully paid and nonassessable; none of such shares were issued in violation of any preemptive rights; and such shares were issued in compliance in all material respects with applicable state and federal securities law and any rights of third parties. No person is entitled to preemptive or similar statutory or contractual rights with respect to the issuance by the Company of any securities of the Company, including, without limitation, the Purchase Shares. Except as set forth in Schedule 5.3, there are no outstanding warrants, options, convertible securities or other rights, agreements or arrangements of any character under which the Company is or may be obligated to issue any equity securities of any kind, except as contemplated by this Agreement. There are no voting agreements, buy-sell agreements, option or right of first purchase agreements or other similar agreements among the Company and any of the securityholders of the Company relating to the securities of the Company held by them. Except as provided in Schedule 3.1(g)the Registration Rights Agreement, no person has the right to require the Company has not issued to register any capital stock since its most recently filed periodic report securities of the Company under the Exchange 1933 Act, other than pursuant to whether on a demand basis or in connection with the exercise registration of employee stock options under the Company’s equity compensation plans, the issuance of shares of Common Stock to employees pursuant to the Company’s equity compensation plans and pursuant to the conversion and/or exercise of Common Stock Equivalents outstanding as securities of the date of Company for its own account or for the most recently filed periodic report under the Exchange Act. Except as provided in Schedule 3.1(g), no Person has any right of first refusal, preemptive right, right of participation, or any similar right to participate in the transactions contemplated by the Transaction Documents. Except as a result of the purchase and sale of the Securities and except as set forth on Schedule 3.1(g), there are no outstanding options, warrants, scrip rights to subscribe to, calls or commitments account of any character whatsoever relating to, or securities, rights or obligations convertible into or exercisable or exchangeable for, or giving any Person any right to subscribe for or acquire, any shares of Common Stock, or contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to issue additional shares of Common Stock or Common Stock Equivalentsother Person. Except as set forth on Schedule 3.1(g), the The issuance and sale of the Securities Purchase Shares hereunder will not obligate the Company to issue shares of Common Stock or other securities to any Person other person (other than the PurchasersInvestor) and will not result in a right the adjustment of any holder of Company securities to adjust the exercise, conversion, exchange or reset price under of any of such securitiesoutstanding security. All of The Company does not have outstanding stockholder purchase rights or “poison pill” or any similar arrangement in effect giving any person the outstanding shares of capital stock of right to purchase any equity interest in the Company are duly authorized, validly issued, fully paid and nonassessable, have been issued in compliance with all federal and state securities laws, and none upon the occurrence of such outstanding shares was issued in violation of any preemptive rights or similar rights to subscribe for or purchase securities. No further approval or authorization of any stockholder, the Board of Directors or others is required for the issuance and sale of the Securities. There are no stockholders agreements, voting agreements or other similar agreements with respect to the Company’s capital stock to which the Company is a party or, to the knowledge of the Company, between or among any of the Company’s stockholderscertain events.

Capitalization. The capitalization of the Company as of January 1, 2008 is as set forth on Schedule 3.1(g)4.3. Except as provided for shares included in Schedule 3.1(g)4.3, the Company has not issued any capital stock since its most recently filed periodic report under the Exchange Act, other than pursuant to the exercise of employee stock options under the Company’s equity compensation stock option plans, the issuance of shares of Common Stock to employees employees, advisors or consultants as compensation for the provision of services or pursuant to the Company’s equity compensation employee stock purchase/option plans and pursuant to the conversion and/or or exercise of Common Stock Equivalents outstanding as of the date of the most recently filed periodic report under the Exchange Act. Except as provided in Schedule 3.1(g), no No Person has any right of first refusal, preemptive right, right of participation, or any similar right to participate in the transactions contemplated by the Transaction Documentsthis Agreement. Except as a result of the purchase and sale of the Securities Common Stock hereunder and except as set forth on disclosed in Schedule 3.1(g)4.3, there are no outstanding options, warrants, scrip script rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities, rights or obligations convertible into or exercisable or exchangeable for, or giving any Person any right to subscribe for or acquire, any shares of Common Stock, or contracts, commitments, understandings or arrangements by which the Company or any Subsidiary subsidiary is or may become bound to issue additional shares of Common Stock or Common Stock EquivalentsStock. Except as set forth on Schedule 3.1(g), the The issuance and sale of the Securities Common Stock hereunder will not obligate the Company to issue shares of Common Stock or other securities to any Person (other than the Purchasers) and will not result in a right of any holder of Company securities to adjust the exercise, conversion, exchange or reset price under any of such securities. All of the outstanding shares of capital stock of the Company are duly authorized, validly issued, fully paid and nonassessable, have been issued in compliance with all federal and state securities laws, and none of such outstanding shares was issued in violation of any preemptive rights or similar rights to subscribe for or purchase securities. No further approval or authorization of any stockholder, the Board of Directors of the Company or others is required for the issuance and sale of the Securitiesshares of Common Stock hereunder. There are no stockholders agreements, voting agreements or other similar agreements with respect to the Company’s capital stock to which the Company is a party or, to the knowledge of the Company, between or among any of the Company’s stockholders. The Company has furnished to the Investor true and correct copies of the Company’s Certificate of Incorporation, as amended and as in effect on the date hereof (the “Certificate of Incorporation”), and the Company’s By-laws, as in effect on the date hereof (the “By-laws”), and the terms of all securities convertible into or exercisable for Common Stock and the material rights of the holders thereof in respect thereto.

Capitalization. The capitalization of the Company is substantially as set forth on Schedule 3.1(g)in the Prospectus Supplement, as updated by the SEC Reports. Except as provided in Schedule 3.1(g)As of the date hereof, the Company has not issued any capital stock since its most recently filed periodic report under the Exchange Act, other than pursuant to the exercise of employee stock options under the Company’s equity compensation stock option plans, the issuance of shares of Common Stock to employees pursuant to the Company’s equity compensation employee stock purchase plans and pursuant to the conversion and/or exercise of Common Stock Equivalents outstanding as of the date of the most recently filed periodic report under the Exchange Act. Except as provided in Schedule 3.1(g), no No Person has any right of first refusal, preemptive right, right of participation, or any similar right to participate in the transactions contemplated by the Transaction Documents. Except as a result of the purchase and sale of the Securities and except or pursuant to equity compensation plans or agreements filed as set forth on Schedule 3.1(g)exhibits to the SEC Reports, there are no outstanding options, warrants, scrip rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities, rights or obligations convertible into or exercisable or exchangeable for, or giving any Person any right to subscribe for or acquire, any shares of Common Stock, or contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to issue additional shares of Common Stock or Common Stock Equivalents. Except as set forth on Schedule 3.1(g), the The issuance and sale of the Securities will not obligate the Company to issue shares of Common Stock or other securities to any Person (other than the Purchasers) and will not result in a right of any holder of Company securities to adjust the exercise, conversion, exchange or reset price under any of such securities. All of the outstanding shares of capital stock of the Company are duly authorized, validly issued, fully paid and nonassessable, have been issued in compliance with all federal and state securities laws, and none of such outstanding shares was issued in violation of any preemptive rights or similar rights to subscribe for or purchase securities. No further approval or authorization of any stockholder, the Board of Directors or others is required for the issuance and sale of the Securities. There are no stockholders agreements, voting agreements or other similar agreements with respect to the Company’s capital stock to which the Company is a party or, to the actual knowledge of the Company, between or among any of the Company’s stockholders.

Capitalization. The capitalization of the Company as of the date hereof is as set forth on Schedule 3.1(g). Except as provided in , which Schedule 3.1(g)) shall also include the number of shares of Common Stock owned beneficially, and of record, by Affiliates of the Company as of the date hereof. The Company has not issued any capital stock since its most recently filed periodic report under the Exchange Act, other than pursuant to the exercise of employee stock options under the Company’s equity compensation stock option plans, the issuance of shares of Common Stock to employees pursuant to the Company’s equity compensation plans and employee stock purchase plans, pursuant to the conversion and/or exercise of Common Stock Equivalents outstanding as of the date of the most recently filed periodic report under the Exchange Act. Except as provided in Schedule 3.1(g, and pursuant to the Company’s Amended and Restated At-The-Market Offering Agreement, dated November 13, 2020 (the “ATM Agreement”), no by and among the Company, X.X. Xxxxxxxxxx & Co., LLC, and BTIG, LLC. No Person has any right of first refusal, preemptive right, right of participation, or any similar right to participate in the transactions contemplated by the Transaction Documents. Except as a result of the purchase and sale of the Securities and except as set forth in the SEC Reports or on Schedule 3.1(g), there are no outstanding options, warrants, scrip rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities, rights or obligations convertible into or exercisable or exchangeable for, or giving any Person any right to subscribe for or acquire, any shares of Common StockStock or the capital stock of any Subsidiary, or contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to issue additional shares of Common Stock or Common Stock EquivalentsEquivalents or capital stock of any Subsidiary. Except as set forth on Schedule 3.1(g), the The issuance and sale of the Securities will not obligate the Company or any Subsidiary to issue shares of Common Stock or other securities to any Person (other than the PurchasersPurchasers and the Placement Agent) and will not result in a right of any holder of Company securities to adjust the exercise, conversion, exchange or reset price under any of such securities. There are no outstanding securities or instruments of the Company or any Subsidiary with any provision that adjusts the exercise, conversion, exchange or reset price of such security or instrument upon an issuance of securities by the Company or any Subsidiary. There are no outstanding securities or instruments of the Company or any Subsidiary that contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to redeem a security of the Company or such Subsidiary. The Company does not have any stock appreciation rights or “phantom stock” plans or agreements or any similar plan or agreement. All of the outstanding shares of capital stock of the Company are duly authorized, validly issued, fully paid and nonassessable, have been issued in compliance with all applicable federal and state securities laws, and none of such outstanding shares was issued in violation of any preemptive rights or similar rights to subscribe for or purchase securities. No Except for the Required Approvals, no further approval or authorization of any stockholder, the Board of Directors or others is required for the issuance and sale of the Securities. There are no stockholders agreements, voting agreements or other similar agreements with respect to the Company’s capital stock to which the Company is a party or, to the knowledge of the Company, between or among any of the Company’s stockholders.

Capitalization. The capitalization of the Company is as set forth on Schedule 3.1(g). Except as provided in set forth on Schedule 3.1(g), the Company has not issued any capital stock since its most recently filed periodic report under the Exchange Act, other than pursuant to the exercise of employee stock options under the Company’s equity compensation stock option plans, the issuance of shares of Common Stock to employees pursuant to the Company’s equity compensation employee stock purchase plans and pursuant to the conversion and/or exercise of Common Stock Equivalents outstanding as of the date of the most recently filed periodic report under the Exchange Act. Except as provided in Schedule 3.1(g), no No Person has any right of first refusal, preemptive right, right of participation, or any similar right to participate in the transactions contemplated by the Transaction Documents. Except as set forth on Schedule 3.1(g) and except as a result of the purchase and sale of the Securities and except as set forth on Schedule 3.1(g)Securities, there are no outstanding options, warrants, scrip rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities, rights or obligations convertible into or exercisable or exchangeable for, or giving any Person any right to subscribe for or acquire, any shares of Common StockStock or the capital stock of any Subsidiary, or contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to issue additional shares of Common Stock or Common Stock EquivalentsEquivalents or capital stock of any Subsidiary. Except as set forth on Schedule 3.1(g), the The issuance and sale of the Securities will not obligate the Company or any Subsidiary to issue shares of Common Stock or other securities to any Person (other than the PurchasersPurchasers or the Placement Agent) and will not result in a right of any holder of Company securities to adjust the exercise, conversion, exchange or reset price under any of such securities. There are no outstanding securities or instruments of the Company or any Subsidiary that contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to redeem a security of the Company or such Subsidiary. Except as set forth on Schedule 3.1(g), the Company does not have any stock appreciation rights or “phantom stock” plans or agreements or any similar plan or agreement. All of the outstanding shares of capital stock of the Company are duly authorized, validly issued, fully paid and nonassessable, have been issued in compliance with all federal and state securities laws, and none of such outstanding shares was issued in violation of any preemptive rights or similar rights to subscribe for or purchase securities. No further approval or authorization of any stockholder, the Board of Directors or others is required for the issuance and sale of the Securities. There are no stockholders agreements, voting agreements or other similar agreements with respect to the Company’s capital stock to which the Company is a party or, to the knowledge of the Company, between or among any of the Company’s stockholders.

Capitalization. The capitalization of the Company is as set forth on Schedule 3.1(g). Except as provided in Schedule 3.1(g), the The Company has not issued any capital stock since its most recently filed periodic report under the Exchange Act, other than pursuant to the issuance of or the exercise of employee stock options awards under the Company’s equity compensation incentive plans, the issuance of shares of Common Stock to employees pursuant to the Company’s equity compensation plans and pursuant to the conversion and/or exercise of Common Stock Equivalents outstanding as of the date of the most recently filed periodic report under the Exchange Act. Except as provided in set forth on Schedule 3.1(g), no Person has any right of first refusal, preemptive right, right of participation, or any similar right to participate in the transactions contemplated by the Transaction Documents. Except as set forth on Schedule 3.1(g), as a result of the purchase and sale of the Securities and except as set forth on Schedule 3.1(g)Securities, there are no outstanding options, warrants, scrip rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities, rights or obligations convertible into or exercisable or exchangeable for, or giving any Person any right to subscribe for or acquire, any shares of Common StockStock or the capital stock of any Subsidiary, or contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to issue additional shares of Common Stock or Common Stock EquivalentsEquivalents or capital stock of any Subsidiary. Except as set forth on Schedule 3.1(g), the issuance and sale of the Securities will not obligate the Company or any Subsidiary to issue shares of Common Stock or other securities to any Person (other than the PurchasersPurchaser) and will not result in a right of any holder of Company securities to adjust the exercise, conversion, exchange or reset price under any of such securities. Except as set forth on Schedule 3.1(g), there are no outstanding securities or instruments of the Company or any Subsidiary with any provision that adjusts the exercise, conversion, exchange or reset price of such security or instrument upon an issuance of securities by the Company or any Subsidiary. There are no outstanding securities or instruments of the Company or any Subsidiary that contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to redeem a security of the Company or such Subsidiary. The Company does not have any stock appreciation rights or “phantom stock” plans or agreements or any similar plan or agreement. All of the outstanding shares of capital stock of the Company are duly authorized, validly issued, fully paid and nonassessable, have been issued in compliance with all federal and state securities laws, and none of such outstanding shares was issued in violation of any preemptive rights or similar rights to subscribe for or purchase securities. No further approval or authorization of any stockholder, the Board of Directors or others is required for the issuance and sale of the Securities. There are no stockholders agreements, voting agreements or other similar agreements with respect to the Company’s capital stock to which the Company is a party or, to the knowledge of the Company, between or among any of the Company’s stockholders.

Capitalization. The capitalization (a) A complete list of the authorized and outstanding equity securities and Equity Security Equivalents of the Company (immediately prior to the Initial Closing) and the names in which such equity interests and Equity Security Equivalents are registered on the books of the Company is as set forth on Schedule 3.1(g). Except as provided in Schedule 3.1(g), the Company has not issued any capital stock since its most recently filed periodic report under the Exchange Act, other than pursuant to the exercise of employee stock options under the Company’s equity compensation plans, the issuance of shares of Common Stock to employees pursuant to the Company’s equity compensation plans and pursuant to the conversion and/or exercise of Common Stock Equivalents outstanding as Section 2.3(a) of the date of the most recently filed periodic report under the Exchange Act. Except as provided in Schedule 3.1(g), no Person has any right of first refusal, preemptive right, right of participation, or any similar right to participate in the transactions contemplated by the Transaction Documents. Except as a result of the purchase and sale of the Securities and except as set forth on Schedule 3.1(g), there are no outstanding options, warrants, scrip rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities, rights or obligations convertible into or exercisable or exchangeable for, or giving any Person any right to subscribe for or acquire, any shares of Common Stock, or contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to issue additional shares of Common Stock or Common Stock Equivalents. Except as set forth on Schedule 3.1(g), the issuance and sale of the Securities will not obligate the Company to issue shares of Common Stock or other securities to any Person (other than the Purchasers) and will not result in a right of any holder of Company securities to adjust the exercise, conversion, exchange or reset price under any of such securitiesDisclosure Schedule. All of the Company’s outstanding shares of capital stock of the Company equity securities are duly authorized, validly issued, fully paid and nonassessablenon-assessable and are owned of record by the Members (as defined in the Articles) in the amounts set forth in Section 2.3(a) of the Disclosure Schedule. The offer, have been issued issuance and sale of all equity securities listed in Section 2.3 of the Disclosure Schedule were made in compliance with all applicable foreign, federal and state securities lawslaws and preemptive or similar rights. (b) Except as set forth in Sections 2.3(a) or 2.3(b) of the Disclosure Schedule, other than the Reserved Shares and none other than as provided for in the Transaction Agreements, (i) there are no outstanding options, warrants, convertible or exchangeable securities or other rights that, directly or indirectly, obligate the Company to issue shares of such its equity or other securities and (ii) there are no outstanding shares was issued in violation of any preemptive rights or authorized stock appreciation, phantom stock or similar rights to subscribe for or purchase securities. No further approval or authorization of any stockholder, the Board of Directors or others is required for the issuance and sale of the Securities. There are no stockholders agreements, voting agreements or other similar agreements with respect to the Company’s capital stock . Except for the Transaction Agreements and as set forth in Section 2.3 of the Disclosure Schedule, there are no agreements, written or oral, relating to which the acquisition, disposition, voting or registration under applicable securities laws of any security of the Company. (c) Except as set forth in the Transaction Agreements and in Sections 2.3(a) or 2.3(b) of the Disclosure Schedule, the Company is a party ornot subject to any obligation (contingent or otherwise) to redeem, purchase or otherwise acquire or retire any of its equity securities. Other than as set forth in Section 2.3(c) of the Disclosure Schedule and pursuant to the knowledge Transaction Agreements, no Person has any right of first offer, right of first refusal, preemptive right or other similar right in connection with the issuance or sale of the Shares, or with respect to any future offer, sale or issuance of securities by the Company. As used herein, “Person” means any natural person or corporation, limited liability company, partnership, trust or other entity. (d) For purposes of this Agreement, “Reserved Shares” means the Company’s Incentive Shares (as defined in the Articles) issued or reserved for issuance pursuant to Article 4.6 of the Articles (as options, profits interests, restricted units or otherwise). “Equity Security Equivalents” means any equity or debt interest or security convertible into or exchangeable for equity securities of the Company, between or among any right, warrant or option to acquire any equity securities of the Company’s stockholdersCompany or such convertible or exchangeable equity or debt interest or security.

Capitalization. The capitalization of the Company as of the date hereof is as set forth on Schedule 3.1(g3.1(h). Except as provided in Schedule 3.1(g), the The Company has not issued any share capital stock since its most recently filed periodic report under the Exchange Act, other than pursuant to as disclosed in the exercise of employee stock options under the Company’s equity compensation plans, the issuance of shares of Common Stock to employees pursuant to the Company’s equity compensation plans and pursuant to the conversion and/or exercise of Common Stock Equivalents outstanding as of the date of the most recently filed periodic report under the Exchange ActRegistration Statement. Except as provided in Schedule 3.1(g), no No Person has any right of first refusal, preemptive right, right of participation, or any similar right to participate in the transactions contemplated by the Transaction Documents, except such rights which have been waived prior to the date hereof. Except as a result of the purchase and sale of the Securities or with respect to Class B shares issued and except outstanding as set forth on Schedule 3.1(g)of the date hereof, there are no outstanding options, warrants, scrip rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities, rights or obligations convertible into or exercisable or exchangeable for, or giving any Person any right to subscribe for or acquire, any shares Ordinary Shares or the capital stock of Common Stockany Subsidiary, or contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to issue additional shares Ordinary Shares or Ordinary Share Equivalents or the capital stock of Common Stock or Common Stock Equivalentsany Subsidiary. Except as set forth on Schedule 3.1(g3.1(h), there are no outstanding securities or instruments of the Company or any Subsidiary with any provision that adjusts the exercise, conversion, exchange or reset price of such security or instrument upon an issuance of securities by the Company or any Subsidiary. The issuance and sale of the Securities will not obligate the Company or any Subsidiary to issue shares of Common Stock Ordinary Shares or other securities to any Person (other than the Purchasers) Underwriters). There are no outstanding securities or instruments of the Company or any Subsidiary that contain any redemption or similar provisions, and will there are no contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to redeem a security of the Company or such Subsidiary. The Company does not result in a right of have any holder of Company securities to adjust the exercise, conversion, exchange share appreciation rights or reset price under “phantom share” plans or agreements or any of such securitiessimilar plan or agreement. All of the outstanding shares of the share capital stock of the Company are duly authorized, validly issued, fully paid and nonassessablenon-assessable, have been issued in compliance with all federal and state securities applicable laws, and none of such outstanding shares was issued in violation of any preemptive rights or similar rights to subscribe for or purchase securities. The authorized shares of the Company conform in all material respects to all statements relating thereto contained in the Registration Statement, the General Disclosure Package and the Prospectus. The offers and sales of the Company’s securities were at all relevant times either registered under the Securities Act and the applicable state securities or Blue Sky laws or, based in part on the representations and warranties of the purchasers, exempt from such registration requirements. No further approval or authorization of any stockholdershareholder, the Board of Directors or others is required for the issuance and sale of the Securities. There are no stockholders shareholders agreements, voting agreements or other similar agreements with respect to the Company’s share capital stock to which the Company is a party or, to the knowledge of the Company, between or among any of the Company’s stockholdersshareholders.

Capitalization. The capitalization of the Company as of the date hereof is as set forth on Schedule 3.1(g), which Schedule 3.1(g) shall also include the number of shares of Common Stock owned beneficially, and of record, by Affiliates of the Company as of the date hereof. Except as provided in set forth on Schedule 3.1(g), the Company has not issued any capital stock since its most recently filed periodic report under the Exchange Act, other than pursuant to the exercise of employee stock options under the Company’s equity stock option or other compensation plans, the issuance of shares of Common Stock to employees pursuant to the Company’s equity employee stock purchase or other compensation plans and pursuant to the conversion and/or exercise of Common Stock Equivalents outstanding as of the date of the most recently filed periodic report under the Exchange Act. Except as provided in Schedule 3.1(g), no No Person has any right of first refusal, preemptive right, right of participation, or any similar right to participate in the transactions contemplated by the Transaction Documents. The Shares will not be subject to the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company. Except as a result of the purchase and sale of the Securities Shares and except as set forth on Schedule 3.1(g), there are no outstanding options, warrants, scrip rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities, rights or obligations convertible into or exercisable or exchangeable for, or giving any Person any right to subscribe for or acquire, any shares of Common StockStock or the capital stock of any Subsidiary, or contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to issue additional shares of Common Stock or Common Stock EquivalentsEquivalents or capital stock of any Subsidiary. Except as set forth on Schedule 3.1(g), the issuance and sale of the Securities Shares will not obligate the Company or any Subsidiary to issue shares of Common Stock or other securities to any Person (other than the Purchasers) and will not result in a right ). Except as set forth on Schedule 3.1(g), there are no outstanding securities or instruments of the Company or any holder of Company securities to adjust Subsidiary with any provision that adjusts the exercise, conversion, exchange or reset price under any of such securitiessecurity or instrument upon an issuance of securities by the Company or any Subsidiary. There are no outstanding securities or instruments of the Company or any Subsidiary that contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to redeem a security of the Company or such Subsidiary. The Company does not have any stock appreciation rights or “phantom stock” plans or agreements or any similar plan or agreement. All of the outstanding shares of capital stock of the Company are duly authorized, validly issued, fully paid and nonassessable, have been issued in compliance with all federal and state securities laws, and none of such outstanding shares was issued in violation of any preemptive rights or similar rights to subscribe for or purchase securities. No further approval or authorization of any stockholder, the Board of Directors or others is required for the issuance and sale of the SecuritiesShares. There are no stockholders agreements, voting agreements or other similar agreements with respect to the Company’s capital stock to which the Company is a party or, to the knowledge of the Company, between or among any of the Company’s stockholders.

Capitalization. The capitalization of the Company is as set forth on Schedule 3.1(g)in the SEC Reports. Except as provided in Schedule 3.1(g), the The Company has not issued any capital stock since its most recently filed periodic report under the Exchange Act, other than pursuant to the exercise of employee stock options under the Company’s equity compensation plans, the vesting of restricted stock under the Company’s equity compensation plans, the issuance of shares of Common Stock to employees pursuant to the Company’s equity compensation employee stock purchase plans and pursuant to the conversion and/or exercise of Common Stock Equivalents outstanding as of the date of the most recently filed periodic report under the Exchange Act. Except as provided in Schedule 3.1(g), no No Person has any right of first refusal, preemptive right, right of participation, or any similar right to participate in the transactions contemplated by the Transaction Documents. Except as set forth in the SEC Reports and as a result of the purchase and sale of the Securities and except as set forth on Schedule 3.1(g)Securities, there are no outstanding options, warrants, scrip rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities, rights or obligations convertible into or exercisable or exchangeable for, or giving any Person any right to subscribe for or acquire, any shares of Common Stock, or contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to issue additional shares of Common Stock or Common Stock Equivalents. Except as set forth on Schedule 3.1(g)in the SEC Reports, the issuance and sale of the Securities will not obligate the Company to issue shares of Common Stock or other securities to any Person (other than the PurchasersUnderwriters) and will not result in a right of any holder of Company securities to adjust the exercise, conversion, exchange or reset price under any of such securities. All of the outstanding shares of capital stock of the Company are duly authorized, validly issued, fully paid and nonassessable, have been issued in compliance with all federal and state securities laws, and none of such outstanding shares was issued in violation of any preemptive rights or similar rights to subscribe for or purchase securities. The authorized shares of the Company conform in all material respects to all statements relating thereto contained in the Registration Statement and the Prospectus. The offers and sales of the Company’s securities were at all relevant times either registered under the Securities Act and the applicable state securities or Blue Sky laws or, based in part on the representations and warranties of the purchasers, exempt from such registration requirements. No further approval or authorization of any stockholder, the Board of Directors or others is required for the issuance and sale of the Securities. There are no stockholders agreements, voting agreements or other similar agreements with respect to the Company’s capital stock to which the Company is a party or, to the knowledge of the Company, between or among any of the Company’s stockholders.

Capitalization. The capitalization of the Company as of the date hereof is as set forth on Schedule 3.1(g). Except as provided in , which Schedule 3.1(g)) shall also include the number of Common Shares owned beneficially, and of record, by Affiliates of the Company has not issued any capital stock since its most recently filed periodic report under the Exchange Act, other than pursuant to the exercise of employee stock options under the Company’s equity compensation plans, the issuance of shares of Common Stock to employees pursuant to the Company’s equity compensation plans and pursuant to the conversion and/or exercise of Common Stock Equivalents outstanding as of the date hereof. Neither the Company nor any Subsidiary is party to any agreement, nor is the Company aware of any agreement, which in any manner affects the voting control of any securities of the most recently filed periodic report under Company or any Subsidiary. The issued and outstanding Common Shares and any other share capital of the Exchange Company have been duly authorized and validly issued and are fully paid and nonassessable and were issued in compliance with the Canada Business Corporations Act, and were not issued in violation of or subject to any preemptive rights or other rights to subscribe for or purchase securities that have not been waived in writing or duly complied with on behalf of the Company. The authorized share capital of the Company, including the Common Shares, conforms to the description thereof in the SEC Reports. The Company’s articles and bylaws conform in all material respects to the respective statements relating thereto contained in the SEC Reports and such statements conform to the rights set forth in the respective instruments and agreements defining the same. Except as provided in Schedule 3.1(g), no Person has any right of first refusal, preemptive right, right of participation, or any similar right to participate in the transactions contemplated by the Transaction Documents. Except as a result of the purchase and sale of the Securities and except as set forth on Schedule 3.1(g), there are no outstanding options, warrants, scrip rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities, rights or obligations convertible into or exercisable or exchangeable for, or giving any Person any right to subscribe for or acquire, any shares Common Shares or the share capital of Common Stockany Subsidiary, 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 Shares or Common Stock EquivalentsShare Equivalents or share capital of any Subsidiary. Except as set forth on Schedule 3.1(g), the The issuance and sale of the Securities will not obligate the Company or any Subsidiary to issue shares of Common Stock Shares or other securities to any Person (other than the Purchasers) and will not result in a right ). Except as set forth on Schedule 3.1(g), there are no outstanding securities or instruments of the Company or any holder of Company securities to adjust Subsidiary with any provision that adjusts the exercise, conversion, exchange or reset price under any of such securitiessecurity or instrument upon an issuance of securities by the Company or any Subsidiary. There are no outstanding securities or instruments of the Company or any Subsidiary that contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to redeem a security of the Company or such Subsidiary. The Company does not have any stock appreciation rights or “phantom stock” plans or agreements or any similar plan or agreement. All of the outstanding shares of capital stock of the Company are duly authorized, validly issued, fully paid and nonassessable, have been issued in compliance with all federal and state securities laws, and none of such outstanding shares was issued in violation of any preemptive rights or similar rights to subscribe for or purchase securities. No further approval or authorization of any stockholdershareholder, the Board of Directors or others is required for the issuance and sale of the Securities. There Except as set forth on Schedule 3.1(g), there are no stockholders shareholders agreements, voting agreements or other similar agreements with respect to the Company’s share capital stock to which the Company is a party or, to the knowledge of the Company, between or among any of the Company’s stockholdersshareholders.