Common use of Capitalization Clause in Contracts

Capitalization. As of the date of this Agreement, the authorized capital stock of the Seller consists of 40,000,000 shares of Common Stock and 1,000,000 shares of Preferred Stock, of which immediately prior to the date of this Agreement, approximately [_________] shares of Common Stock are issued and outstanding, and, except for [__________], no shares of preferred stock, debentures or notes are issued and outstanding. All of such outstanding shares have been duly authorized and validly issued and are fully paid and nonassessable. Except as disclosed in Schedule 3(c), no shares of Common Stock or Preferred Stock are subject to preemptive or similar rights or any liens or encumbrances suffered or permitted by the Seller. Except as disclosed in Schedule 3(c), as of the date of this Agreement: (i) there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, any shares of capital stock of the Seller or contracts, commitments, understandings or arrangements by which the Seller is or may become bound to issue additional shares of capital stock of the Seller; (ii) there are no outstanding debt securities; and (iii) there are no unperformed agreements or arrangements under which the Seller is obligated to register the sale of any of its securities under the 1933 Act. The Seller has furnished to the Buyer true and correct copies of: (i) the Seller's Amended and Restated Articles of Incorporation, as amended and as in effect on the date hereof (the "Articles of Incorporation"), (ii) the Seller's Bylaws, as in effect on the date hereof (the "Bylaws") and (iii) the Articles of Amendment to Articles of Incorporation of the Seller dated as of September __, 2000 which provides the terms of the Series A Convertible Preferred Stock of the Seller convertible into or exercisable for Seller's Common Stock and the material rights of the holders thereof in respect thereto.

Capitalization. As The authorized, issued and outstanding shares of the date of this Agreement, the authorized capital stock of the Seller consists of 40,000,000 shares of Common Stock Company are as set forth in the Registration Statement, the General Disclosure Package and 1,000,000 shares of Preferred Stockthe Prospectus under the caption “Capitalization” (except for subsequent issuances, of which immediately prior if any, pursuant to the date of this Agreement, approximately [_________] pursuant to reservations, agreements or employee benefit plans referred to in the Registration Statement, the General Disclosure Package and the Prospectus or pursuant to the exercise, redemption, or exchange of convertible or exchangeable securities, options or warrants referred to in the Registration Statement, the General Disclosure Package and the Prospectus, including common units of partnership interests in the Operating Partnership (the “Common OP Units”)). The issued and outstanding shares of Common Stock are issued and outstanding, and, except for [__________], no shares capital stock of preferred stock, debentures or notes are issued and outstanding. All of such outstanding shares the Company have been duly authorized and validly issued and are fully paid and nonassessablenon-assessable. None of the outstanding shares of capital stock of the Company was issued in violation of the preemptive or other similar rights of any securityholder of the Company. The outstanding OP Units (as defined below) have been duly authorized for issuance by the Operating Partnership to the holders thereof and are validly issued. Except for the 5.875% Series A Cumulative Redeemable Preferred Units of the Operating Partnership, 5.875% Series B Cumulative Redeemable Preferred Units of the Operating Partnership, 5.625% Series C Cumulative Redeemable Preferred Units of the Operating Partnership and the Series 1 CPOP Units and the Series 2 CPOP Units (collectively, the “Preferred OP Units” and together with the Common OP Units, the “OP Units”) or as disclosed described in Schedule 3(c)the General Disclosure Package and the Prospectus, there are no shares of Common Stock or Preferred Stock are subject to preemptive or similar rights or any liens or encumbrances suffered or permitted by the Seller. Except as disclosed in Schedule 3(c), other OP Units outstanding as of the date of this Agreement: (i) hereof other than those owned by the Company. Except as set forth in the General Disclosure Package and the Prospectus, there are no outstanding options, warrants, scrip, warrants or other rights to subscribe topurchase, calls agreements or commitments of any character whatsoever relating toother obligations to issue, or rights to convert any obligations into or exchange any securities or rights convertible into, any interests for shares of the Company’s or its subsidiaries’ capital stock stock, including OP Units or other ownership interests of the Seller or contracts, commitments, understandings or arrangements by which the Seller is or may become bound to issue additional shares of capital stock of the Seller; (ii) there are no outstanding debt securities; and (iii) there are no unperformed agreements or arrangements under which the Seller is obligated to register the sale of any of its securities under the 1933 Act. The Seller has furnished to the Buyer true and correct copies of: (i) the Seller's Amended and Restated Articles of Incorporation, as amended and as in effect on the date hereof (the "Articles of Incorporation"), (ii) the Seller's Bylaws, as in effect on the date hereof (the "Bylaws") and (iii) the Articles of Amendment to Articles of Incorporation of the Seller dated as of September __, 2000 which provides the terms of the Series A Convertible Preferred Stock of the Seller convertible into or exercisable for Seller's Common Stock and the material rights of the holders thereof in respect theretoOperating Partnership.

Capitalization. (a) As of the date of this Agreement, the authorized share capital stock of the Seller consists Zeekr is US$1,000,000 divided into 5,000,000,000 ordinary shares with a par value of 40,000,000 shares US$0.0002 each. As of Common Stock and 1,000,000 shares of Preferred Stock, of which immediately prior to the date of this Agreement, approximately [_________] shares of Common Stock 2,561,728,021 Zeekr Shares are issued and outstandingoutstanding (including 470,236,910 Zeekr Shares represented by Zeekr ADSs and excluding 21,618,233 Zeekr Shares that were deemed issued but not outstanding in relation to the Zeekr Incentive Plan), and, except for [__________], and no other Zeekr Shares or any other class or series of shares of preferred stock, debentures or notes Zeekr are issued and outstanding. All As of such outstanding shares have been duly authorized and validly the date of this Agreement, Zeekr RSU Awards representing the right to receive 33,733,269 Zeekr Shares are issued and are fully paid outstanding. (b) Zeekr has made available to Geely or have filed in the Zeekr SEC Reports accurate and nonassessable. Except as disclosed complete copies of the Zeekr Incentive Plan, and the form of award agreements thereunder in Schedule 3(c), no shares respect of Common Stock or Preferred Stock are subject to preemptive or similar rights or any liens or encumbrances suffered or permitted by the Seller. Except as disclosed in Schedule 3(c), Zeekr RSU Awards granted as of the date of this Agreement: . All the outstanding Zeekr Shares are, and Zeekr Shares issuable upon the vesting of outstanding Zeekr RSU Awards will be, when issued in accordance with the terms thereof, duly authorized, validly issued, fully paid and non-assessable. Except (i) as set forth in Section 3.2(a), (ii) as set forth in the Zeekr Deposit Agreement and (iii) for the Transactions contemplated by the Transaction Agreements, (A) there is no share capital of Zeekr authorized, issued or outstanding, (B) there are no authorized or outstanding options, warrants, calls, preemptive rights, subscriptions or other rights, agreements, arrangements or commitments of any character (whether or not conditional) relating to the issued or unissued share capital of Zeekr or any of its Subsidiaries, obligating Zeekr or any of its Subsidiaries to issue, transfer or sell or cause to be issued, transferred or sold any share capital or other equity interest in Zeekr or any of its Subsidiaries or securities convertible into or exchangeable or exercisable for such share capital or equity interests, or obligating Zeekr or any of its Subsidiaries to grant, extend or enter into any such option, warrant, call, preemptive right, subscription or other right, agreement, arrangement or commitment, and (C) there are no outstanding optionsobligations of Zeekr or any of its Subsidiaries to repurchase, warrantsredeem or otherwise acquire any Zeekr Shares or other share capital of Zeekr or any of its Subsidiaries, scripor to make any payments based on the market price or value of shares or other share capital of Zeekr or any of its Subsidiaries, rights or to subscribe toprovide funds to make any investment (in the form of a loan, calls capital contribution or commitments otherwise) in any Subsidiary or any other entity other than loans to Subsidiaries in the ordinary course of business. Other than Zeekr ADSs and the Zeekr Deposit Agreement, Zeekr does not have outstanding any bonds, debentures, notes or other obligations the holders of which have the right to vote (or convertible into or exchangeable or exercisable for securities having the right to vote) with the Zeekr Shareholders on any matter. (c) All of the outstanding share capital of Zeekr’s wholly owned Subsidiaries (“Wholly Owned Zeekr Subsidiaries”) has been duly authorized, and validly issued, and is paid in accordance with applicable Law and the respective articles of association of such Wholly Owned Zeekr Subsidiaries and non-assessable and owned by Zeekr, directly or indirectly, free and clear of any character whatsoever relating toLien or any other limitation or restriction (including any restriction on the right to vote or sell the same, or securities or rights convertible intoexcept as may be required by applicable Law), any shares of capital stock of the Seller or contracts, commitments, understandings or arrangements by which the Seller is or may become bound to issue additional shares of capital stock of the Seller; (ii) and there are no irrevocable proxies with respect to such share capital. The outstanding debt securities; andshare capital of Zeekr’s Subsidiaries that are not Wholly Owned Zeekr Subsidiaries has been duly authorized, and validly issued, and is paid in accordance with applicable Law and the respective articles of association of such Subsidiaries and non-assessable and owned by Zeekr, directly or indirectly, free and clear of any Liens (other than Permitted Liens). (iiid) there are no unperformed agreements or arrangements under which the Seller is obligated to register the sale of any of its securities under the 1933 Act. The Seller has furnished to the Buyer true and correct copies of: Each Zeekr RSU Award was (i) granted under the Seller's Amended and Restated Articles of Incorporation, as amended and as in effect on the date hereof (the "Articles of Incorporation")Zeekr Incentive Plan, (ii) duly authorized no later than the Seller's Bylawsdate on which the grant of such Zeekr RSU Award was by its terms to be effective by all necessary action, including, as in effect on applicable, approval by the date hereof Zeekr Board (or a duly authorized committee thereof) and any required shareholder approval by the "Bylaws") necessary number of votes or written consents and (iii) the Articles of Amendment to Articles of Incorporation granted in compliance with all applicable Law in all material respects and all of the Seller dated as of September __, 2000 which provides the terms and conditions of the Series A Convertible Preferred Stock Zeekr Incentive Plan. No Zeekr RSU Awards have been retroactively granted in contravention of the Seller convertible into any applicable Law. (e) Zeekr has no secured creditors and has not granted any fixed or exercisable for Seller's Common Stock and the material rights of the holders thereof in respect theretofloating security interests that are outstanding.

Capitalization. (a) The authorized capital stock of the Company consists of 50,000,000 shares of Company Common Stock, 3,000,000 shares of Company Series A Preferred Stock and 5,000,000 shares of Company Series B Preferred Stock. As of the date hereof, (i) 29,414,967 shares of Company Common Stock are issued and outstanding, all of which are duly authorized, validly issued, fully paid and nonassessable, (ii) no shares of Company Series A Preferred Stock are issued and outstanding, (iii) 3,680,000 shares of Company Series B Preferred Stock are issued and outstanding, all of which are duly authorized, validly issued, fully paid and nonassessable, (iv) 10,000 shares of Company Common Stock are reserved for issuance upon the exercise of outstanding Options granted pursuant to the Company Plan, (v) 1,298,480 shares of Company Common Stock are reserved for issuance upon the conversion of Common Units into shares of Company Common Stock pursuant to the terms of the Operating Partnership Agreement, and (vi) no shares of Company Common Stock are reserved for issuance upon the exercise of outstanding warrants. As of the date hereof, the Conversion Factor (as defined in the Operating Partnership Agreement) is equal to 1.0. (b) There are no bonds, debentures, notes or other Debt or, other than the capital stock and options described in Section 4.3(a), securities of the Company having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which shareholders of the Company may vote. (c) Set forth in Schedule 4.3(c) of the Disclosure Letter is, with respect to each Option granted by the Company as of the date of this Agreement, information regarding the authorized capital stock identity of the Seller consists grantee, the number of 40,000,000 Options subject to the grant, the exercise/conversion price and expiration date and the Company Plan under which it was issued. All shares of Company Common Stock subject to issuance as described in Section 4.3(a) will, upon issuance on the terms and 1,000,000 conditions specified in the instruments pursuant to which they are issuable, be duly authorized, validly issued, fully paid, nonassessable and not subject to any preemptive rights. All Options, when issued, had an exercise price equal to no less than the fair market value of the underlying shares of Preferred Company Common Stock. As of the Merger Effective Time, all outstanding Options will be terminated by virtue of which immediately prior the Merger and each holder of an Option shall cease to have any rights with respect thereto, other than the date right to receive, in respect of this Agreementeach such terminated Option, approximately [_________] shares of Common Stock are issued and outstanding, and, except for [__________], no shares of preferred stock, debentures or notes are issued and outstanding. All of such outstanding shares have been duly authorized and validly issued and are fully paid and nonassessable. the Option Merger Consideration. (d) Except as disclosed set forth in Schedule 3(c), no shares of Common Stock or Preferred Stock are subject to preemptive or similar rights or any liens or encumbrances suffered or permitted by the Seller. Except as disclosed in Schedule 3(c), as Section 4.3 of the date of this Agreement: (i) Disclosure Letter, there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments contractual obligations of any character whatsoever relating toof the Acquired Companies or, to the knowledge of the Acquired Companies, any of the Minority JV Entities to repurchase, redeem or securities or rights convertible into, otherwise acquire any shares of capital stock of the Seller or contracts, commitments, understandings or arrangements by which the Seller is or may become bound to issue additional shares of capital stock any of the Seller;Acquired Companies. (iie) there are no outstanding debt securities; and (iii) there are no unperformed agreements The Company does not have a “poison pill” or arrangements under which the Seller is obligated to register the sale of any of its securities under the 1933 Act. The Seller has furnished to the Buyer true and correct copies of: (i) the Seller's Amended and Restated Articles of Incorporation, as amended and as in effect on the date hereof (the "Articles of Incorporation"), (ii) the Seller's Bylaws, as in effect on the date hereof (the "Bylaws") and (iii) the Articles of Amendment to Articles of Incorporation of the Seller dated as of September __, 2000 which provides the terms of the Series A Convertible Preferred Stock of the Seller convertible into or exercisable for Seller's Common Stock and the material similar stockholder rights of the holders thereof in respect theretoplan.

Capitalization. As Schedule 4.3 sets forth (a) the authorized capital -------------- ------------ stock of the Company on the date hereof; (b) the number of this Agreementshares of capital stock issued and outstanding; (c) the number of shares of capital stock issuable pursuant to the Company's stock plans; and (d) the number of shares of capital stock issuable and reserved for issuance pursuant to securities (other than the Shares and the Warrants) exercisable for, the authorized or convertible into or exchangeable for any shares of capital stock of the Seller consists of 40,000,000 shares of Common Stock and 1,000,000 shares of Preferred Stock, of which immediately prior to the date of this Agreement, approximately [_________] shares of Common Stock are issued and outstanding, and, except for [__________], no shares of preferred stock, debentures or notes are issued and outstandingCompany. All of such the issued and outstanding shares of the Company's capital stock have been duly authorized and validly issued and are fully paid paid, nonassessable and nonassessablefree of pre-emptive rights and were issued in full compliance with applicable law. All of the issued and outstanding equity interests of each Subsidiary have been duly authorized and validly issued and are fully paid, nonassessable and free of pre-emptive rights, were issued in full compliance with applicable law and, except as described on Schedule 4.3, are owned by the Company, beneficially and of record, subject to ------------ no lien, encumbrance or other adverse claim. No Person is entitled to pre-emptive or similar statutory or contractual rights with respect to any securities of the Company. Except as disclosed in described on Schedule 3(c)4.3, there are no shares ------------ outstanding warrants, options, convertible securities or other rights, agreements or arrangements of Common Stock or Preferred Stock are subject to preemptive or similar rights any character under which the Company or any liens of its Subsidiaries is or encumbrances suffered or permitted may be obligated to issue any equity securities of any kind and except as contemplated by this Agreement, neither the SellerCompany nor any of its Subsidiaries is currently in negotiations for the issuance of any equity securities of any kind. Except as disclosed in described on Schedule 3(c)4.3 and except for the ------------ Registration Rights Agreement, as of the date of this Agreement: (i) there are no outstanding optionsvoting agreements, warrantsbuy-sell agreements, scrip, rights to subscribe to, calls option or commitments right of first purchase agreements or other agreements of any character whatsoever relating to, or securities or rights convertible into, kind among the Company and any shares of capital stock of the Seller or contracts, commitments, understandings or arrangements by which the Seller is or may become bound to issue additional shares of capital stock securityholders of the Seller; (ii) there are no Company relating to the securities of the Company held by them. Except as described on Schedule 4.3, the Company has not granted any Person any currently outstanding debt securities; and (iii) there are no unperformed agreements ------------ or arrangements under which future arising right to require the Seller is obligated Company to register any securities of the sale of any of its securities Company under the 1933 Act, whether on a demand basis or in connection with the registration of securities of the Company for its own account or for the account of any other Person. The Seller has furnished to the Buyer Schedule 4.3 sets forth a true and correct copies of: complete table setting forth the ------------ pro forma capitalization of the Company on a fully diluted basis giving effect to (i) the Seller's Amended issuance of the Shares and Restated Articles of Incorporation, as amended and as in effect on the date hereof (the "Articles of Incorporation")Warrants, (ii) the Seller's Bylawsany adjustments in other securities resulting from such issuance, as in effect on the date hereof (the "Bylaws") and (iii) the Articles exercise or conversion of Amendment to Articles of Incorporation all outstanding securities. Except as described on Schedule 4.3, ------------ the issuance of the Seller dated as of September __, 2000 which provides the terms of the Series A Convertible Preferred Stock of the Seller convertible into or exercisable for Seller's Common Stock and the material rights of the holders thereof in respect theretoSecurities hereunder will not trigger any outstanding anti-dilution rights.

Capitalization. As of the date of this Agreement, the The authorized capital stock of the Seller TRACER consists of 40,000,000 400,000 shares of Common Stock and 1,000,000 shares of Preferred Stockpreferred stock, $.001 par value, of which immediately prior to the date of this Agreement, approximately [_________] no shares are issued and outstanding; 500,000 shares of Common Stock class A common stock, $.001 par value, of which 10,000 shares are issued and outstanding, andand 100,000 shares of class B common stock, except for [__________]$.001 par value, of which no shares of preferred stock, debentures or notes are issued and outstanding. All Prior to the Closing TRACER will have no equity securities issued or outstanding except those disclosed on Exhibit II attached hereto, which contains a list of such outstanding shares have been duly authorized all holders of capital stock of TRACER and validly issued and are fully paid and nonassessabletheir respective shareholdings. Except as disclosed in Schedule 3(c)on Exhibit II, there are no outstanding warrants, options, agreements, convertible securities or other commitments pursuant to which the Corporation is or may become obligated to issue any shares of its capital stock or other securities of the Corporation, except as contemplated by this Agreement. There are, and immediately upon consummation at the Closing of the transactions contemplated hereby there will be, no shares of Common Stock or Preferred Stock are subject to preemptive or similar rights to purchase or any liens or encumbrances suffered or permitted by the Seller. Except as disclosed in Schedule 3(c), as of the date of this Agreement: (i) there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, any otherwise acquire shares of capital stock of TRACER pursuant to any provision of law, the Seller Certificate of Incorporation or contractsBylaws of TRACER, commitmentsor any agreement to which TRACER is a party, understandings or arrangements otherwise, except as contemplated by which the Seller is or may become bound to issue additional shares of capital stock of the Seller; (ii) there are no outstanding debt securities; and (iii) there are no unperformed agreements or arrangements under which the Seller is obligated to register the sale of any of its securities under the 1933 Act. The Seller has furnished to the Buyer true this Agreement and correct copies of: (i) the Seller's in that certain Amended and Restated Articles Stockholders' Agreement dated as of IncorporationJuly 13, as amended 1995 by and as in effect on among TRACER and the date hereof Stockholders party thereto (the "Articles of IncorporationStockholders' Agreement"), (ii) a copy of which is attached as Exhibit III. All shares of common stock and other securities issued by TRACER prior to the Seller's BylawsClosing have been issued in transactions exempt from registration under the Securities Act of 1933, as in effect on the date hereof amendment (the "BylawsSecurities Act") and in compliance with applicable state securities laws (iii) "Blue Sky Laws"). TRACER does not believe that it has violated the Articles Securities Act or Blue Sky Laws in connection with the issuance of Amendment any shares of common stock or other securities prior to Articles of Incorporation of the Seller dated as of September __, 2000 which provides the terms of the Series A Convertible Preferred Stock of the Seller convertible into or exercisable for Seller's Common Stock and the material rights of the holders thereof in respect theretoClosing.

Capitalization. (a) The authorized capital of FMC consists of 10,000 ordinary shares, the authorized capital of TMHL consists of 210,000,000 common shares and 66,000,000 preferred shares, and the authorized capital of IAL consists of 5,000,000 common shares. As of the date of this Agreementhereof, the authorized capital stock of the Seller consists of 40,000,000 (i) 10,000 FMC Shares, (ii) 111,100,000 common shares of Common Stock and 1,000,000 TMHL, 41,641,679 Series A preferred shares of Preferred Stock, of which immediately prior to the date of this Agreement, approximately [_________] TMHL and 21,820,243 Series B preferred shares of Common Stock TMHL and (iii) 1,000,000 IAL Shares are issued and outstanding, andall of which are validly issued, except for [__________], no shares of preferred stock, debentures or notes are issued and outstanding. All of such outstanding shares have been duly authorized and validly issued and are fully paid and nonassessable. Except as disclosed in Schedule 3(c), no shares of Common Stock or Preferred Stock are subject to preemptive or similar rights or any liens or encumbrances suffered or permitted by the Seller. Except as disclosed in Schedule 3(c), as None of the date issued and outstanding FMC Shares, TMHL Shares or IAL Shares were issued in violation of this Agreement: (i) there any preemptive rights. There are no outstanding options, warrants, scripconvertible securities or other rights, rights to subscribe toagreements, calls arrangements or commitments of any character whatsoever relating to the Shares or obligating the Seller or any Company to issue or sell any Shares, or any other interest in, any Company. There are no outstanding contractual obligations of the Seller, the Companies, the Subsidiaries or the Group Companies to repurchase, redeem or otherwise acquire any Shares or to provide funds to, or securities make any investment (in the form of a loan, capital contribution or rights convertible intootherwise) in, any shares other Person. The Shares constitute all of the issued and outstanding share capital stock of the Companies and are owned of record and beneficially by the Seller free and clear of all Encumbrances. Upon consummation of the transactions contemplated by this Agreement and registration of the Shares in the name of the Purchaser in the share records of the Companies, the Purchaser will have good title to the Shares, and will own all the issued and outstanding share capital of the Companies free and clear of all Encumbrances. Upon consummation of the transactions contemplated by this Agreement, the Shares will be fully paid and nonassessable. There are no voting trusts, shareholder agreements, proxies or other agreements or understandings in effect with respect to the voting or transfer of any of the Shares. (b) Except as set forth in Section 3.04(a) of the Seller or contractsDisclosure Schedule, commitmentsall the outstanding share capital of each Subsidiary and Group Company that is a corporation are validly issued, understandings or arrangements fully paid, nonassessable and, except with respect to wholly owned Subsidiaries, free of preemptive rights other than those provided by which the Seller is or may become bound to issue additional shares of capital stock applicable laws. All of the Seller; outstanding equity securities of (iiFocus Media Technology (Shanghai) Co., Ltd) , (New Focus Media Technology (Shanghai) Co., Ltd.) and (Focus Media (China) Technology Co., Ltd) are owned by FMC, all of the outstanding equity securities of (Target Media Multi—Media Technology (Shanghai) Co., Ltd.) are owned by TMHL and all of the outstanding equity securities of (Shanghai Framedia Investment Consultancy Co., Ltd.) are owned by IAL, in each case, free and clear of all Encumbrances. Except for those provided by applicable Structure Agreements, there are no outstanding debt securities; andoptions, warrants, convertible securities or other rights, agreements, arrangements or commitments of any character relating to the share capital of any Subsidiary or Group Company or obligating the Seller, any Company, any Subsidiary or any Group Company to issue or sell any equity securities of, or any other interest in, any Subsidiary or Group Company and no voting trusts, shareholder agreements, proxies or other agreements or understandings in effect with respect to the voting or transfer of any share capital of or any other interests in any Subsidiary or Group Company. (iiic) there are no unperformed agreements or arrangements under which the Seller is obligated to register the sale The share registers of any of its securities under the 1933 Act. The Seller has furnished to the Buyer true each Company, Subsidiary and correct copies ofGroup Company accurately record: (i) the Seller's Amended name and Restated Articles address of Incorporation, as amended and as in effect on the date hereof (the "Articles of Incorporation")each Person owning Shares or other equity securities, (ii) the Seller's Bylawscertificate number of each certificate evidencing equity securities issued by such Company, as in effect on Subsidiary or Group Company, the number of shares evidenced by each such certificate, the date hereof (of issuance thereof and, in the "Bylaws") case of cancellation, the date of cancellation and (iii) the Articles record of Amendment to Articles of Incorporation of the Seller dated as of September __security rights, 2000 which provides the terms of the Series A Convertible Preferred Stock of the Seller convertible into if any, on equity securities issued by such Company, Subsidiary or exercisable for Seller's Common Stock and the material rights of the holders thereof in respect theretoGroup Company.

Capitalization. (a) As of the date of this Agreement, the authorized capital stock of the Seller Company consists of 40,000,000 250,000,000 shares of Original Common Stock and 1,000,000 shares of Preferred Stock, of which immediately prior to the date of this Agreement, approximately [_________] shares of Common Stock are 125,844,920 were issued and outstandingoutstanding as of July 1, and2002, except for [__________], no and 80,000,000 shares of preferred stock, debentures or notes are issued and outstanding. All of such outstanding shares have been duly authorized and validly issued and are fully paid and nonassessable. Except as disclosed in Schedule 3(c)$.01 par value per share, no shares of which are issued and outstanding as of the date hereof. As of July 2, the Company had 9,631,767 shares reserved for issuance upon exercise of outstanding options to purchase shares of Original Common Stock or Preferred Stock are subject to preemptive or similar rights or any liens or encumbrances suffered or permitted by the Sellerand 2,447,922 performance shares have been granted and were outstanding under its benefit plans. Except as disclosed described in Schedule 3(c)this Agreement, as of the date of this Agreement: (i) , there are no outstanding other options, warrants, scrip, conversion privileges or other contractual rights presently outstanding to purchase or otherwise acquire any authorized but unissued shares of the Company's capital stock. The Company has no outstanding agreements granting registration rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, any shares of capital stock of the Seller or contracts, commitments, understandings or arrangements by which the Seller is or may become bound to issue additional shares of capital stock of the Seller;Person. (iib) there are no outstanding debt securities; and (iii) there are no unperformed agreements or arrangements under which the Seller is obligated The Board of Directors at a meeting duly called and held on May 2, 2002, has adopted resolutions that take all necessary action to register the sale of any of its securities provide that, under the 1933 Act. The Seller has furnished to the Buyer true and correct copies of: Company Rights Agreement, (i) Occidental shall not be an "Acquiring Person" so long as Occidental's "Beneficial Ownership" of the SellerCompany's Amended and Restated Articles of Incorporation, as amended and as in effect on "common stock" does not exceed the date hereof (the "Articles of Incorporation")Occidental Rights Trigger Amount, (ii) no "Stock Acquisition Date" shall occur as a result of the Seller's Bylawsexecution, as delivery and performance of this Agreement, the Warrant or the Stockholder Agreement in effect on the date hereof (the "Bylaws") accordance with their terms and (iii) the Articles of Amendment to Articles of Incorporation no "Distribution Date" shall occur as a result of the Seller dated as announcement of September __or the execution of this Agreement, 2000 which provides the Warrant or the Stockholder Agreement. As used in this Section 3.7(b), the terms "Acquiring Person," "Beneficial Ownership," "Distribution Date" and "Stock Acquisition Date" shall have the meaning ascribed to such terms in the Company Rights Agreement and the Company's "common stock" shall include shares of the Series A Convertible Preferred Stock of the Seller convertible into or exercisable for Seller's Original Common Stock and the material rights of the holders thereof in respect theretoSeries B Common Stock.

Capitalization. (a) As of the date of this Agreement, the authorized share capital stock of the Seller consists of 40,000,000 Geely is HK$360,000,000 divided into 18,000,000,000 shares of Common Stock and 1,000,000 shares a nominal value of Preferred Stock, HK$0.02 each (the “Geely Shares”). As of which immediately prior to the date of this Agreement, approximately [_________] 10,084,407,533 Geely Shares are issued and outstanding and no other Geely Shares or any other class or series of shares of Common Stock Geely are issued and outstanding. As of the date of this Agreement, 1,049,528,250 Geely Options are issued and outstanding, andrepresenting the right to acquire 1,049,528,250 Geely Shares, and 32,910,000 Geely Share Awards are issued and outstanding, representing the right to receive 32,910,000 Geely Shares. (b) Material terms of the Geely Share Incentive Plans have been supplied or published in the Geely Public Documents. All the outstanding Geely Shares are, and Geely Shares issuable upon the exercise of outstanding Geely Options or upon vesting of outstanding Geely Share Awards will be, when issued in accordance with the terms thereof, duly authorized, validly issued, fully paid and non-assessable. Except (i) as set forth in Section 4.2(a) and (ii) for the Transactions contemplated by the Transaction Agreements, (A) there is no share capital of Geely authorized, issued or outstanding; (B) there are no authorized or outstanding options, warrants, calls, preemptive rights, subscriptions or other rights, agreements, arrangements or commitments of any character (whether or not conditional) relating to the issued or unissued share capital of Geely, obligating Geely to issue, transfer or sell or cause to be issued, transferred or sold any share capital or other equity interest in Geely or securities convertible into or exchangeable or exercisable for such share capital or equity interests, or obligating Geely to grant, extend or enter into any such option, warrant, call, preemptive right, subscription or other right, agreement, arrangement or commitment, and (C) there are no outstanding obligations of Geely to repurchase, redeem or otherwise acquire any Geely Shares or other share capital of Geely, or to make any payments based on the market price or value of shares or other share capital of Geely, or to provide funds to make any investment (in the form of a loan, capital contribution or otherwise) in any Subsidiary or any other entity other than loans to Subsidiaries in the ordinary course of business. Geely does not have outstanding any bonds, debentures, notes or other obligations the holders of which have the right to vote (or convertible into or exchangeable or exercisable for securities having the right to vote) with the Geely Shareholders on any matter. (c) All of the outstanding share capital of Geely’s wholly owned Subsidiaries (“Wholly Owned Geely Subsidiaries”) has been duly authorized, and validly issued, and is paid in accordance with applicable Law and the respective articles of association of such Wholly Owned Geely Subsidiaries and non-assessable and owned by Geely, directly or indirectly, free and clear of any Lien or any other limitation or restriction (including any restriction on the right to vote or sell the same, except for [__________]as may be required by applicable Law), and there are no shares irrevocable proxies with respect to such share capital. The outstanding share capital of preferred stockGeely’s Subsidiaries that are not Wholly Owned Geely Subsidiaries has been duly authorized, debentures and validly issued, and is paid in accordance with applicable Law and the respective articles of association of such Subsidiaries and non-assessable and owned by Geely, directly or notes are indirectly, free and clear of any Liens (other than Permitted Liens). (d) Each Geely Option and Geely Share Award was (i) granted under the relevant Geely Share Incentive Plan, (ii) duly authorized no later than the date on which the grant of such Geely Option or Geely Share Award, as applicable, was by its terms to be effective by all necessary action, including, as applicable, approval by the Geely Board (or a duly authorized committee thereof) and any required shareholder approval by the necessary number of votes or written consents and (iii) granted in compliance with all applicable Law in all material respects and all of the terms and conditions of the relevant Geely Share Incentive Plan. Each Geely Option has an exercise price per Geely Share equal to or greater than the fair market value of a Geely Share on the date of such grant. No Geely Options or Geely Share Awards have been retroactively granted in contravention of any applicable Law. (e) As of the date of this Agreement, the authorized share capital of Merger Sub consists solely of US$50,000, divided into 50,000 ordinary shares, par value US$1.00 per share, of which 1 ordinary share is validly issued and outstanding. All of such outstanding shares have been duly authorized and validly the issued and are fully paid outstanding share capital of Merger Sub is, and nonassessableat the Effective Time will be, directly or indirectly owned by Geely, free and clear of any Liens. Except as disclosed Merger Sub was formed solely for the purpose of engaging in Schedule 3(c), no shares of Common Stock or Preferred Stock are subject to preemptive or similar rights or any liens or encumbrances suffered or permitted the Transactions contemplated by the Seller. Except as disclosed in Schedule 3(c)Transaction Agreements, and it has not conducted any business prior to the date hereof and has no, and prior to the Effective Time, will have no, assets, liabilities or obligations of any nature other than those incident to its formation and capitalization and pursuant to this Agreement and the Merger and the other Transactions contemplated by the Transaction Agreements. (f) Merger Sub has no secured creditors and has not granted any fixed or floating security interests that are outstanding as of the date of this Agreement: (i) there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, any shares of capital stock of the Seller or contracts, commitments, understandings or arrangements by which the Seller is or may become bound to issue additional shares of capital stock of the Seller; (ii) there are no outstanding debt securities; and (iii) there are no unperformed agreements or arrangements under which the Seller is obligated to register the sale of any of its securities under the 1933 Act. The Seller has furnished to the Buyer true and correct copies of: (i) the Seller's Amended and Restated Articles of Incorporation, as amended and as in effect on the date hereof (the "Articles of Incorporation"), (ii) the Seller's Bylaws, as in effect on the date hereof (the "Bylaws") and (iii) the Articles of Amendment to Articles of Incorporation of the Seller dated as of September __, 2000 which provides the terms of the Series A Convertible Preferred Stock of the Seller convertible into or exercisable for Seller's Common Stock and the material rights of the holders thereof in respect thereto.

Capitalization. As of the date of this Agreement, the (a) The authorized capital stock of the Seller Company consists of 40,000,000 shares of Common Stock and 1,000,000 shares of Preferred Stock(i) 50,000,000 Shares, of which immediately prior to the date of this Agreement, approximately [_________] shares of Common Stock are issued and outstanding, and, except for [__________], no (ii) 5,000,000 shares of preferred stock, debentures no par value per share (the “Company Preferred Stock”), and (iii) 400,000 shares of Series A junior participating preferred stock, no par value per share (the “Junior Preferred Stock”). As of March 31, 2007, (i) 9,984,746 Shares were issued and outstanding, (ii) no shares of Company Preferred Stock were issued and outstanding, (iii) no shares of Junior Preferred Stock were issued and outstanding, (iv) no Shares were issued and held in the treasury of the Company or otherwise owned by the Company and (v) a total of 3,667,570 Shares were reserved for issuance pursuant to the Company Stock Plans of which 2,182,420 Shares were subject to outstanding Company Options and SARs (collectively, the “Company Stock Rights”). All of the outstanding Shares are, and all Shares which may be issued pursuant to the exercise of outstanding Company Stock Rights will be, when issued in accordance with the terms thereof, duly authorized, validly issued, fully paid and non-assessable. Except for issuances of Shares pursuant to the Company Stock Rights described in the first sentence of Section 3.2(b), since March 31, 2007, the Company has not issued any Shares or designated or issued any shares of Company Preferred Stock or Junior Preferred Stock. There are no bonds, debentures, notes are or other indebtedness having general voting rights (or convertible into securities having such rights) (“Voting Debt”) of the Company or any Company Subsidiary issued and outstanding. All Except for the Company Stock Rights described in the first sentence of such outstanding shares have been duly authorized and validly issued and are fully paid and nonassessable. Except as disclosed in Schedule 3(cSection 3.2(b), no shares of Common Stock or Preferred Stock are subject to preemptive or similar rights or any liens or encumbrances suffered or permitted by the Seller. Except as disclosed in Schedule 3(c), as of the date of this Agreement: (i) there are no outstanding (x) options, warrants, scripcalls, rights to subscribe topre-emptive rights, calls subscriptions or other rights, agreements, arrangements or commitments of any character whatsoever kind, including any shareholder rights plan, relating to, or securities the value of which is determined in reference to, the issued or rights convertible intounissued capital stock of the Company or any Company Subsidiary, obligating the Company or any Company Subsidiary to issue, transfer or sell or cause to be issued, transferred or sold any shares of capital stock or Voting Debt of, or other equity interest in, the Company or any Company Subsidiary or securities convertible into or exchangeable for such shares or equity interests, or obligating the Company or any Company Subsidiary to grant, extend or enter into any such option, warrant, call, subscription or other right, agreement, arrangement or commitment (collectively, “Equity Interests”) or (y) outstanding contractual obligations of the Seller Company or contractsany Company Subsidiary to repurchase, commitmentsredeem or otherwise acquire any Shares or any capital stock of, understandings or arrangements by which other Equity Interests in, the Seller is Company or may become bound any Company Subsidiary or any affiliate of the Company or to issue additional provide funds to make any investment (in the form of a loan, capital contribution or otherwise) in the Company, any Company Subsidiary or other Person. No Company Subsidiary owns any Shares. (b) As of March 31, 2007, the Company had outstanding Company Options to purchase 2,182,420 Shares, no SARs and no shares of capital stock Restricted Stock granted under the Company Stock Plans. All of such Company Stock Rights and Restricted Stock have been granted to employees or directors of the Seller; (ii) there are no outstanding debt securities; and (iii) there are no unperformed agreements or arrangements under which Company and the Seller is obligated to register Company Subsidiaries in the sale ordinary course of any of its securities under the 1933 Act. The Seller has furnished business consistent with past practice pursuant to the Buyer true Company Stock Plans. Since March 31, 2007, the Company has not granted any Company Stock Rights or shares of Restricted Stock. Section 3.2(b) of the Company Disclosure Schedule sets forth a listing of all outstanding Company Stock Rights and correct copies of: shares of Restricted Stock as of March 31, 2007 and (i) the Seller's Amended date of their grant and Restated Articles the portion of Incorporationwhich that is vested as of March 31, as amended 2007 and as in effect on if applicable, the date hereof (the "Articles of Incorporation")exercise price therefor, (ii) the Seller's Bylaws, as in effect on the date hereof (the "Bylaws") upon which each Company Stock Right would normally be expected to expire absent termination of employment or other acceleration and (iii) whether or not such Company Option is intended to qualify as an “incentive stock option” within the Articles meaning of Amendment to Articles of Incorporation Section 422 of the Seller dated as Code. (c) There are no voting trusts or other agreements or understandings to which the Company or any Company Subsidiary is a party with respect to the voting of September __any Shares or any capital stock of, 2000 which provides or other Equity Interest in, the terms Company, any of the Series A Convertible Preferred Stock of Company Subsidiaries or other Person. Neither the Seller convertible into Company nor any Company Subsidiary has granted any preemptive rights, anti-dilutive rights or exercisable for Seller's Common Stock and the material rights of the holders thereof in respect theretofirst refusal or similar rights.

Capitalization. (a) As of the date of this Agreement, the authorized capital stock of the Seller South State consists of 40,000,000 80,000,000 shares of South State Common Stock and 1,000,000 10,000,000 shares of Preferred Stockpreferred stock, par value $0.01 per share. As of which immediately prior to the date of this Agreement, approximately [_________] there are (i) 33,764,834 shares of South State Common Stock are issued and outstanding, and, except for [__________], no including 69,011 shares of preferred stockSouth State Common Stock granted in respect of outstanding South State Restricted Stock Awards, debentures (ii) zero shares of South State Common Stock held in treasury, (iii) 176,888 shares of South State Common Stock reserved for issuance upon the exercise of South State Stock Options, (iv) 289,906 shares of South State Common Stock (assuming performance goals are satisfied at the target level) or notes 344,025 shares of South State Common Stock (assuming performance goals are issued satisfied at the maximum level) reserved for issuance upon the settlement of outstanding performance restricted stock unit awards in respect of shares of South State Common Stock (“South State PSU Awards”), and (v) no other shares of capital stock or other voting securities or equity interests of South State issued, reserved for issuance or outstanding. All of such the issued and outstanding shares of South State Common Stock have been duly authorized and validly issued and are fully paid paid, nonassessable and nonassessablefree of preemptive rights, with no personal liability attaching to the ownership thereof. Except There are no bonds, debentures, notes or other indebtedness that have the right to vote on any matters on which shareholders of South State may vote. Other than South State Stock Options, South State Restricted Stock Awards and South State PSU Awards (collectively, “South State Equity Awards”) issued prior to the date of this Agreement as disclosed described in Schedule 3(c), no shares of Common Stock or Preferred Stock are subject to preemptive or similar rights or any liens or encumbrances suffered or permitted by the Seller. Except as disclosed in Schedule 3(cthis Section 4.2(a), as of the date of this Agreement: (i) Agreement there are no outstanding subscriptions, options, warrants, stock appreciation rights, phantom units, scrip, rights to subscribe to, calls preemptive rights, anti-dilutive rights, rights of first refusal or similar rights, puts, calls, commitments or agreements of any character whatsoever relating to, or securities or rights convertible intoor exchangeable into or exercisable for, any shares of capital stock or other voting or equity securities of the Seller or ownership interest in South State, or contracts, commitments, understandings or arrangements by which the Seller is or South State may become bound to issue additional shares of its capital stock or other equity or voting securities of or ownership interests in South State or that otherwise obligate South State to issue, transfer, sell, purchase, redeem or otherwise acquire, any of the foregoing (collectively, “South State Securities”). Other than South State Equity Awards, no equity or equity-based awards (including any cash awards where the amount of payment is determined, in whole or in part, based on the price of any capital stock of South State or any of its Subsidiaries) are outstanding. No South State Subsidiary owns any capital stock of South State. There are no voting trusts, shareholder agreements, proxies or other agreements in effect to which South State or any of its Subsidiaries is a party with respect to the Seller;voting or transfer of South State Common Stock, capital stock or other voting or equity securities or ownership interests of South State or granting any shareholder or other person any registration rights. (iib) Except as would not, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on South State, South State owns, directly or indirectly, all of the issued and outstanding shares of capital stock or other equity ownership interests of each of the South State Subsidiaries, free and clear of any Liens, and all of such shares or equity ownership interests are duly authorized and validly issued and are fully paid, nonassessable (except, with respect to Subsidiaries that are depository institutions, as provided under 12 U.S.C. § 55 or any comparable provision of applicable state law) and free of preemptive rights, with no personal liability attaching to the ownership thereof. Other than the shares of capital stock or other equity ownership interests described in the previous sentence, there are no outstanding debt securities; and (iii) there are no unperformed subscriptions, options, warrants, stock appreciation rights, phantom units, scrip, rights to subscribe to, preemptive rights, anti-dilutive rights, rights of first refusal or similar rights, puts, calls, commitments or agreements or arrangements under which the Seller is obligated to register the sale of any of its character relating to, or securities under the 1933 Act. The Seller has furnished to the Buyer true and correct copies of: (i) the Seller's Amended and Restated Articles of Incorporation, as amended and as in effect on the date hereof (the "Articles of Incorporation"), (ii) the Seller's Bylaws, as in effect on the date hereof (the "Bylaws") and (iii) the Articles of Amendment to Articles of Incorporation of the Seller dated as of September __, 2000 which provides the terms of the Series A Convertible Preferred Stock of the Seller or rights convertible into or exchangeable or exercisable for Seller's Common Stock and the material rights for, shares of capital stock or other voting or equity securities of or ownership interests in any South State Subsidiary, or contracts, commitments, understandings or arrangements by which any South State Subsidiary may become bound to issue additional shares of its capital stock or other equity or voting securities or ownership interests in such South State Subsidiary, or otherwise obligating any South State Subsidiary to issue, transfer, sell, purchase, redeem or otherwise acquire any of the holders thereof in respect theretoforegoing (collectively, “South State Subsidiary Securities”).

Capitalization. As (a) The authorized capital stock of the Company consists solely of (i) 750,000,000 shares of Common Stock, of which as of the date of this AgreementAgreement 41,673,655 shares are issued and outstanding, (ii) 3,437,500 shares of Series A Preferred Stock, of which as of the date of this Agreement 1,270,250 shares are issued and outstanding, (iii) 11,000,000 shares of Series B Preferred Stock, of which as of the date of this Agreement 5,307,212 shares are issued and outstanding, (iv) 4,000,000 shares of Series C Preferred Stock, of which as of the date of this Agreement 1,254,175 shares are issued and outstanding (collectively, the “Shares”), (v) 30,000,000 shares of Common Stock authorized capital stock for issuance under the Company Stock Option Plans, of which as of the Seller consists date of 40,000,000 this Agreement 28,296,980 shares remain reserved for issuance, and (vi) 500,000 shares of Common Stock and 1,000,000 25,000 shares of Series A Preferred Stock, Stock reserved for issuance upon the exercise of which immediately prior to the date of this Agreement, approximately [_________] shares of Common Stock are issued and outstanding, and, except for [__________], no shares of preferred stock, debentures or notes are issued and outstandingWarrants. All of such outstanding shares the Shares have been duly authorized and validly issued issued, and are fully paid and nonassessable. Except as disclosed All outstanding Shares, Options and Warrants and all outstanding equity securities of the Subsidiaries have been issued and granted in Schedule 3(ccompliance in all material respects with all applicable Laws. None of the Shares were issued in violation of any preemptive rights (including any preemptive rights set forth in the Charter Documents of the Company), no rights of first refusal or similar rights. Section 2.3(a) of the Disclosure Schedule sets forth (i) a list of the names of the holders of Shares, Options and Warrants, (ii) the number of shares of Common Stock or Preferred Stock are subject to preemptive such Option or similar rights Warrant; (iii) the exercise price of each Option or Warrant; (iv) the date on which each Option or Warrant was granted; (v) the applicable vesting schedule; (vi) the date on which such Option or Warrant expires; and (vii) whether the exercisability of such Option or Warrant will be accelerated in any liens or encumbrances suffered or permitted way by the Sellertransactions contemplated hereby, if any, and indicates the extent of any such acceleration. All Shares issuable upon exercise of Options or Warrants have been duly reserved for issuance by the Company, and upon any issuance of such Shares or Warrants in accordance with the terms of such Options or Warrants, will be duly authorized, validly issued and fully paid and nonassessable. Except as disclosed set forth in Schedule 3(c), as Section 2.3(a) of the date of this Agreement: (i) Disclosure Schedule, there are no outstanding or authorized stock appreciation, restricted stock awards, phantom stock or similar rights with respect to the Company. Except as set forth in Section 2.3(a) of the Disclosure Schedule and except for the Voting Agreement, there are no voting agreements or voting trusts with respect to any of the Shares. Except as set forth in Section 2.3(a) of the Disclosure Schedule, the Company does not hold any shares of its capital stock in treasury. No Person other than the Securityholders owns any shares of capital stock or other securities of the Company or has any claim, right or interest in or to any shares of capital stock or other securities of the Company. (b) Except as set forth in Section 2.3(a) hereof, there are no subscriptions, options, warrants, scripequity securities, equity-linked securities, appreciation rights, phantom equity, partnership interests or similar ownership interests, calls, rights to subscribe to(including preemptive rights), calls Contracts, commitments or commitments agreements of any character whatsoever relating toto which the Company or the Subsidiaries are a party or by which any of them are bound obligating the Company or the Subsidiaries to issue, deliver or sell, or securities cause to be issued, delivered or rights convertible intosold, or repurchase, redeem or otherwise acquire, or cause the repurchase, redemption or acquisition of, or deliver cash or other consideration with respect to, any shares of capital stock stock, partnership interests or similar ownership interests or equity-linked securities of the Seller Company or contractsthe Subsidiaries or obligating the Company or the Subsidiaries to grant, commitmentsextend, understandings accelerate the vesting of or arrangements by which the Seller is enter into any such subscription, option, warrant, equity security, equity-linked security, appreciation rights, call, right, commitment or may become bound to issue additional shares of capital stock agreement. Except as set forth in Section 2.3(b) of the Seller; (ii) Disclosure Schedule, there are no outstanding debt securities; and (iii) registration rights and there are is no unperformed agreements voting trust, proxy, rights plan, antitakeover plan or arrangements under other agreement or understanding to which the Seller Company or the Subsidiaries is obligated to register the sale a party or by which any of them is bound with respect to, any equity security of any of its securities under the 1933 Act. The Seller has furnished to the Buyer true and correct copies of: (i) the Seller's Amended and Restated Articles of Incorporation, as amended and as in effect on the date hereof (the "Articles of Incorporation"), (ii) the Seller's Bylaws, as in effect on the date hereof (the "Bylaws") and (iii) the Articles of Amendment to Articles of Incorporation class of the Seller dated as of September __, 2000 which provides Company or the terms of the Series A Convertible Preferred Stock of the Seller convertible into or exercisable for Seller's Common Stock and the material rights of the holders thereof in respect theretoSubsidiaries.

Capitalization. As Immediately prior to the consummation of the date of this Agreementtransactions to be effected at the Closing, the authorized capital stock of the Seller Company consists of 40,000,000 (a) 300,000,000 shares of Common Stock, of which 27,600,985 shares were issued and outstanding as of the date hereof and 16,984,124 shares of Common Stock are reserved for issuance upon the exercise of Exchangeable Shares, and 1,000,000 (b) 1 share of special voting stock through which the holders of Exchangeable Shares may exercise their voting rights through a trustee and (c) 25,000,000 shares of Preferred Stock, of which immediately prior to no shares are issued and outstanding as of the date hereof. Immediately after the consummation of this Agreementthe transactions contemplated hereby, approximately [_________] the authorized and outstanding capital stock of the Company shall be as set forth in the preceding sentence except that there shall be 77,600,985 shares of Common Stock issued and outstanding (assuming an aggregate $75,000,000 of Units issued to the Purchasers and all other investors as described in Section 2.1 and assuming there is no exercise of outstanding Exchangeable Shares or the Warrants issued to the Purchasers and all the other investors described in Section 2.1). After giving effect to the transactions contemplated hereby, all shares of the Company’s issued and outstanding capital stock have been duly authorized, are validly issued and outstanding, and, except for [__________], no shares of preferred stock, debentures or notes are issued and outstanding. All of such outstanding shares have been duly authorized and validly issued and are fully paid and nonassessable, have been issued in compliance with all applicable securities laws, were not issued in violation of or subject to any preemptive rights or other rights to subscribe for or purchase securities, and conform in all material respects to the description thereof contained in the SEC Documents (as defined in Section 3.7). Except as disclosed set forth in Schedule 3(c)3.2 to the Disclosure Schedule, there are no existing options, warrants, calls, puts, preemptive (or similar) rights, subscriptions or other rights, agreements, arrangements or commitments of any character obligating the Company to issue, transfer or sell, or cause to be issued, transferred or sold, any shares of the capital stock of the Company or other equity interests in the Company or any securities convertible into or exchangeable for such shares of capital stock or other equity interests, including the Securities, and there are no outstanding contractual obligations of the Company to repurchase, redeem or otherwise acquire any shares of its capital stock or other equity interests. The issue and sale of the Securities will not obligate the Company to issue or sell, pursuant to any pre-emptive right or otherwise, shares of Common Stock or Preferred Stock are subject other securities to preemptive 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 similar rights or any liens or encumbrances suffered or permitted by the Sellerreset price under such securities. Except as disclosed in Schedule 3(c)With respect to each subsidiary, as of the date of this Agreement: (i) there all of the issued and outstanding shares of the Subsidiary’s capital stock have been duly authorized, are no outstanding optionsvalidly issued and outstanding, warrantsare fully paid and nonassessable, scriphave been issued in compliance with applicable securities laws, were not issued in violation of or subject to any preemptive rights or other rights to subscribe tofor or purchase securities, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, any shares of capital stock of the Seller or contracts, commitments, understandings or arrangements by which the Seller is or may become bound to issue additional shares of capital stock of the Seller; and (ii) there are no outstanding debt securities; and (iii) there options to purchase, or any preemptive rights or other rights to subscribe for or to purchase, any securities or obligations convertible into, or any contracts or commitments to issue or sell, shares of the Subsidiary’s capital stock or any such options, rights, convertible securities or obligations. There are no unperformed agreements or arrangements under of which the Seller Company is obligated to register aware, other than the sale of any of its securities under the 1933 Act. The Seller has furnished Transaction Documents, relating to the Buyer true and correct copies of: (i) voting of the Seller's Amended and Restated Articles of Incorporation, as amended and as in effect Company’s voting securities or restrictions on the date hereof (the "Articles of Incorporation"), (ii) the Seller's Bylaws, as in effect on the date hereof (the "Bylaws") and (iii) the Articles of Amendment to Articles of Incorporation transfer of the Seller dated as of September __, 2000 which provides the terms of the Series A Convertible Preferred Stock of the Seller convertible into or exercisable for Seller's Common Stock and the material rights of the holders thereof in respect theretoCompany’s capital stock.

Capitalization. As Schedule 4.3 sets forth as of the date of this Agreement, hereof (a) the authorized capital stock of the Seller consists Company; (b) the number of 40,000,000 shares of Common Stock and 1,000,000 shares of Preferred Stock, of which immediately prior to the date of this Agreement, approximately [_________] shares of Common Stock are capital stock issued and outstanding, and, except for [__________], no ; (c) the number of shares of preferred stockcapital stock issuable pursuant to the Company’s stock plans; and (d) the number of shares of capital stock issuable and reserved for issuance pursuant to securities (other than the Shares and the Warrants) exercisable for, debentures or notes are issued and outstandingconvertible into or exchangeable for any shares of capital stock of the Company. All of such the issued and outstanding shares of the Company’s capital stock have been duly authorized and validly issued and are fully paid paid, nonassessable and nonassessablefree 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 disclosed described on Schedule 4.3, all of the issued and outstanding shares of capital stock of each Subsidiary have been duly authorized and validly issued and are fully paid, nonassessable and free of pre-emptive rights, were issued in full compliance with applicable state and federal securities law and any rights of third parties and are owned by the Company, beneficially and of record, subject to no lien, encumbrance or other adverse claim. Except as described on Schedule 3(c)4.3, no Person is entitled to pre-emptive or similar statutory or contractual rights with respect to any securities of the Company. Except for the Convertible Notes and except as described on Schedule 4.3, there are no outstanding warrants, options, convertible securities or other rights, agreements or arrangements of any character under which the Company or any of its Subsidiaries is or may be obligated to issue any equity securities of any kind and except for the Convertible Notes and except as contemplated by this Agreement, neither the Company nor any of its Subsidiaries is currently in negotiations for the issuance of any equity securities of any kind. Except as described on Schedule 4.3 and except for the Registration Rights Agreement and the Voting Agreements, there are no voting agreements, buy-sell agreements, option or right of first purchase agreements or other agreements of any kind among the Company and any of the securityholders of the Company relating to the securities of the Company held by them. Except as described on Schedule 4.3 and except as provided in the Registration Rights Agreement, no Person has the right to require the Company to register any securities of the Company under the 1933 Act, whether on a demand basis or in connection with the registration of securities of the Company for its own account or for the account of any other Person. Except as described on Schedule 4.3, the issuance and sale of the Securities hereunder will not obligate the Company to issue shares of Common Stock or Preferred Stock are subject other securities to preemptive any other Person (other than the Investors) and will not result in the adjustment of the exercise, conversion, exchange or similar rights or reset price of any liens or encumbrances suffered or permitted by the Selleroutstanding security. Except as disclosed in described on Schedule 3(c)4.3, as of the date of this Agreement: (i) there are no Company does not have outstanding options, warrants, scrip, stockholder purchase rights to subscribe to, calls or commitments of “poison pill” or any character whatsoever relating to, or securities or rights convertible into, any shares of capital stock of the Seller or contracts, commitments, understandings or arrangements by which the Seller is or may become bound to issue additional shares of capital stock of the Seller; (ii) there are no outstanding debt securities; and (iii) there are no unperformed agreements or arrangements under which the Seller is obligated to register the sale of any of its securities under the 1933 Act. The Seller has furnished to the Buyer true and correct copies of: (i) the Seller's Amended and Restated Articles of Incorporation, as amended and as similar arrangement in effect on giving any Person the date hereof (right to purchase any equity interest in the "Articles Company upon the occurrence of Incorporation"), (ii) the Seller's Bylaws, as in effect on the date hereof (the "Bylaws") and (iii) the Articles of Amendment to Articles of Incorporation of the Seller dated as of September __, 2000 which provides the terms of the Series A Convertible Preferred Stock of the Seller convertible into or exercisable for Seller's Common Stock and the material rights of the holders thereof in respect theretocertain events.

Capitalization. As of the date of this Agreement, the The authorized capital stock of the Seller Company consists of 40,000,000 shares 20,000,000 Common Shares. As of the close of business on April 24, 1998, there were 2,918,899 Common Stock and 1,000,000 shares of Preferred Stock, of which immediately prior to the date of this Agreement, approximately [_________] shares of Common Stock are issued and outstanding, and, except for [__________], no shares of preferred stock, debentures or notes are Shares issued and outstanding. All The Company has no shares of such outstanding capital stock reserved for issuance, except that, as of April 24, 1998, there were 101,847 Common Shares reserved for issuance pursuant to Options granted pursuant to the Option Plan and 3,110,746 Common Shares reserved for issuance pursuant to the Rights Agreement. No Shares are held by the Company as treasury shares and no Shares have been duly authorized and validly issued and acquired by the Company that are fully paid and nonassessablesubject to outstanding pledges to secure future payment of the purchase price therefor. Except as disclosed set forth in Schedule 3(c), no shares of Common Stock or Preferred Stock are subject to preemptive or similar rights or any liens or encumbrances suffered or permitted by the Seller. Except as disclosed in Schedule 3(c), as 4.03 of the date of this Agreement: (i) there are no outstanding optionsCompany Disclosure Statement, warrantssince December 31, scrip1997, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, the Company has not issued any shares of capital stock except pursuant to the exercise of Options outstanding as of such date and pursuant to other existing Company Benefit Plans (as hereinafter defined), in each case in accordance with their terms. All the outstanding Common Shares are, and all Common Shares which may be issued pursuant to the exercise of outstanding Options and pursuant to the Stock Option Agreement will be, when issued in accordance with the respective terms thereof, duly authorized, validly issued, fully paid and nonassessable, except as otherwise provided in Section 180.0622(2)(b) of the Seller WBCL. There are no bonds, debentures, notes or contractsother indebtedness having general voting rights (or convertible into Shares having such rights) ("Voting Debt") of the Company or any of the Subsidiaries issued and outstanding. Except as set forth in this Section 4.03 or Section 4.03 of the Company Disclosure Statement and except for the Merger and the Stock Option Agreement, commitmentsthere are no existing options, understandings warrants, calls, subscriptions or other rights, agreements, arrangements or commitments of any character, relating to the issued or unissued capital stock of the Company or any of the Subsidiaries, obligating the Company or any of the Subsidiaries to issue, transfer or sell or cause to be issued, transferred or sold any shares of capital stock or Voting Debt of, or other equity interest in, the Company or any of the Subsidiaries or securities convertible into or exchangeable for such shares or equity interests or obligations of the Company or any of the Subsidiaries to grant, extend or enter into any such option, warrant, call, subscription or other right, agreement, arrangement or commitment. Except (i) as contemplated by which the Seller is Merger contemplated by this Agreement, (ii) for the Company's obligations under the Option Plans and (iii) for the Company's obligations under the Stock Option Agreement, there are no outstanding contractual obligations of the Company or may become bound any of the Subsidiaries to issue additional repurchase, redeem or otherwise acquire any Common Shares or the capital stock of the Company or any of the Subsidiaries. Each of the outstanding shares of capital stock of each of the Seller; (iiSubsidiaries is duly authorized, validly issued, fully paid and nonassessable, except as otherwise provided in Section 180.0622(2)(b) there are no outstanding debt securities; and (iii) there are no unperformed agreements or arrangements under which of the Seller is obligated to register the sale WBCL, and was not issued in violation of any of its securities under the 1933 Act. The Seller has furnished to the Buyer true preemptive rights, and correct copies of: (i) the Seller's Amended and Restated Articles of Incorporation, as amended and as in effect on the date hereof (the "Articles of Incorporation"), (ii) the Seller's Bylaws, as in effect on the date hereof (the "Bylaws") and (iii) the Articles of Amendment to Articles of Incorporation such shares of the Seller dated as of September __, 2000 which provides the terms of the Series A Convertible Preferred Stock of the Seller convertible into or exercisable for Seller's Common Stock and the material rights of the holders thereof in respect thereto.Subsidiaries are owned

Capitalization. As (a) The Company is authorized to issue 20,000,000 shares of Common Stock, of which as of the date of this Agreement, the authorized capital stock of the Seller consists of 40,000,000 shares of Common Stock and 1,000,000 shares of Preferred Stock, of which immediately prior to the date of this Agreement, approximately [_________] Agreement 11,996,969 shares of Common Stock are issued and outstanding, and, except for [__________], no and 5,000,000 shares of preferred stock, debentures or notes none of which are outstanding on the date of this Agreement. All issued and outstanding. All of such outstanding shares of Common Stock have been duly authorized and are validly issued and are issued, fully paid and nonassessablenonassessable and none of which has been issued in violation of preemptive or similar rights. Except as disclosed set forth in Schedule 3(c)5.3(a) or the Company SEC Documents, no shares of Common Stock or Preferred Stock are subject to preemptive or similar rights or any liens or encumbrances suffered or permitted by change in the Seller. Except as disclosed in Schedule 3(c), as of Company's capitalization has occurred since the date of this Agreement: , except for changes resulting from the exercise or termination of Options or Warrants which were outstanding and exercisable as of such date (ior were outstanding as or such date and became exercisable in accordance with their terms thereafter). Except for the Options to purchase 1,321,222 shares of the Company's Common Stock heretofore granted pursuant to the Employee Option Plan, Options to purchase 48,000 shares of the Company's Common Stock heretofore granted pursuant to the Non-Employee Director Option Plan, and warrants (the "WARRANTS") to purchase 625,173 shares of the Company's Common Stock heretofore outstanding pursuant to that certain Warrant Agreement, dated as of January 28, 2000 (the "WARRANT AGREEMENT") between the Company and ChaseMellon Shareholder Services, L.L.C., as Warrant Agent, there are no outstanding or authorized options, warrants, scrippurchase rights, rights to subscribe tosubscription rights, calls conversion rights, exchange rights, or other contracts, arrangements or commitments of any character whatsoever binding on the Company relating to the issued or unissued capital stock of the Company or obligating the Company to issue, sell, or otherwise cause to become outstanding any shares of capital stock, or other equity interests in, the Company. All shares of Common Stock subject to issuance as aforesaid, upon issuance on the terms and conditions specified in the instruments pursuant to which they are issuable, shall be duly authorized, validly issued, fully paid and nonassessable and will not be issued in violation of preemptive or similar rights. (a) Except as set forth in Schedule 5.3(b) or the Company SEC Documents or, the Company Charter Documents, the Subsidiary Documents or the business organization laws governing the Company or any of its subsidiaries, there are no obligations, contingent or otherwise, of the Company or any of its subsidiaries to repurchase, redeem or otherwise acquire any of the Common Stock or the capital stock of any subsidiary. There are no obligations, contingent or otherwise, of the Company or any of its subsidiaries to provide funds to, or securities make any investment (in the form of a loan, capital contribution or rights convertible intootherwise) in, any such subsidiary or any other entity other than guarantees of bank obligations of subsidiaries and intercompany book entry transactions, in either case entered into in the ordinary course of business. Except as set forth in Schedule 5.3(b), the Company SEC Documents or, in the case of clause (ii) below, the Company Charter Documents, the Subsidiary Documents or the business organization laws governing the Company or any of its subsidiaries, (i) all of the outstanding shares of capital stock (other than directors' qualifying shares) of each of the Company's subsidiaries are duly authorized, validly issued, fully paid and nonassessable, and (ii) all such shares (other than directors' qualifying shares) are owned by the Company or another subsidiary free and clear of all security interests, liens, claims, pledges, agreements, limitations on the Company's voting rights, charges or other encumbrances of any nature whatsoever. Except as set forth in Schedule 5.3(b) or the Company SEC Documents, there are no options, warrants or other rights, agreements, arrangements or commitments of any character binding on the Company's subsidiaries relating to the issued or unissued capital stock of the Company's subsidiaries or obligating the Company's subsidiaries to issue or sell any shares of capital stock of of, or other equity interests in, the Seller or contracts, commitments, understandings or arrangements by which the Seller is or may become bound to issue additional shares of capital stock of the Seller; (ii) there are no outstanding debt securities; and (iii) there are no unperformed agreements or arrangements under which the Seller is obligated to register the sale of any of its securities under the 1933 Act. The Seller has furnished to the Buyer true and correct copies of: (i) the SellerCompany's Amended and Restated Articles of Incorporation, as amended and as in effect on the date hereof (the "Articles of Incorporation"), (ii) the Seller's Bylaws, as in effect on the date hereof (the "Bylaws") and (iii) the Articles of Amendment to Articles of Incorporation of the Seller dated as of September __, 2000 which provides the terms of the Series A Convertible Preferred Stock of the Seller convertible into or exercisable for Seller's Common Stock and the material rights of the holders thereof in respect theretosubsidiaries.

Capitalization. As (A) An accurate organizational chart, showing the ownership structure of the Company and its Subsidiaries on the date hereof, and after giving effect to the transactions contemplated hereby and by the other Related Agreements and the Agreement and Plan of this AgreementMerger, is set forth on Schedule B attached hereto. (B) Immediately following the Closing, (x) the authorized capital stock and issued Capital Stock of the Seller consists Company will consist of 40,000,000 shares (I) an unlimited number of authorized Common Stock and 1,000,000 shares of Preferred StockUnits (as defined in the LLC Agreement), 120,000,000 of which immediately prior to the date of this Agreement, approximately [_________] shares of Common Stock are will be issued and outstanding, andand (II) an unlimited number of authorized Preferred Units, except for [__________], no shares 82,000,000 of preferred stock, debentures or notes are which will be issued and outstanding, (y) except as described in reasonable detail in Schedule C attached hereto or clause (x)(II) above, there are no options for, rights to acquire, agreements to issue, or securities exercisable for or convertible into Capital Stock of the Company. All Schedule C attached hereto sets forth, as of such outstanding shares the date hereof after giving effect to the transactions contemplated by the Related Agreements, a true and complete list of all members of the Company and its Subsidiaries and the number and class of Capital Stock held by each as well as the capital account interests of each member and each member’s percent of total voting interests. The Common Units to be issued hereunder have been duly authorized and validly issued and are fully paid and nonassessable. Except as disclosed in Schedule 3(c), no shares free of Common Stock or Preferred Stock are subject to any preemptive or similar rights of members. The offer and sale of all of the securities listed on Schedule C attached hereto issued on or any liens prior to the date hereof complied with or encumbrances suffered were exempt from all applicable federal and state securities laws and there are no rights of rescission or permitted by the Sellerdamages with respect thereto. Except as disclosed described in reasonable detail in Schedule 3(c)C attached hereto and except as contemplated by the Related Agreements, as of (1) the date of this Agreement: Company is not subject to any obligation (icontingent or otherwise) there are no outstanding optionsto repurchase or otherwise acquire or retire any Capital Stock or any convertible securities, rights, options or warrants, scrip, (2) the Company is not a party to any agreement granting registration rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, any shares of capital stock of the Seller or contracts, commitments, understandings or arrangements by which the Seller is or may become bound person with respect to issue additional shares of capital stock of the Seller; (ii) there are no outstanding debt securities; and (iii) there are no unperformed agreements or arrangements under which the Seller is obligated to register the sale of any of its securities under the 1933 Act. The Seller has furnished to the Buyer true equity or debt securities, and correct copies of: (i3) the Seller's Amended Company is not a party to, and Restated Articles it has no knowledge of, any agreement restricting the voting or transfer of Incorporation, as amended and as in effect on the date hereof (the "Articles of Incorporation"), (ii) the Seller's Bylaws, as in effect on the date hereof (the "Bylaws") and (iii) the Articles of Amendment to Articles of Incorporation of the Seller dated as of September __, 2000 which provides the terms of the Series A Convertible Preferred any Capital Stock of the Seller convertible into or exercisable for Seller's Common Stock and the material rights of the holders thereof in respect theretoCompany.

Capitalization. (a) The authorized capital stock of the Company as of the date of this Agreement consists of 100,000,000 Shares. As of the date of this Agreement, no Shares were held in the authorized treasury of the Company and there were outstanding (i) 18,563,056 Shares, (ii) Stock Options to purchase 644,936 Shares pursuant to the Omnibus Plan, (iii) SARs covering 5,607 Shares pursuant to the LTICAP, (iv) Phantom Shares covering 3,012 Shares pursuant to the LTICAP, (v) RSUs covering 288,841 Shares pursuant to the Omnibus Plan, and (vi) DSUs covering 54,508.6307 Shares pursuant to the Director Plan. All outstanding shares of capital stock of the Seller consists of 40,000,000 shares of Common Stock and 1,000,000 shares of Preferred StockCompany are duly authorized, of which immediately prior to the date of this Agreementvalidly issued, approximately [_________] shares of Common Stock are issued and outstanding, and, except for [__________], no shares of preferred stock, debentures or notes are issued and outstanding. All of such outstanding shares have been duly authorized and validly issued and are fully paid and nonassessable. Except as disclosed in Schedule 3(c)nonassessable and free of preemptive rights under any provision of the MBCA, no shares the Company’s articles of Common Stock incorporation or Preferred Stock are subject to preemptive or similar rights bylaws or any liens or encumbrances suffered or permitted by agreement to which the SellerCompany is bound. Except as disclosed in Section 4.05(a) of the Company Disclosure Schedule 3(ccontains a true and complete list (the “Outstanding Award List”), as of the date of this Agreement:, of all outstanding Stock Options, SARs, Phantom Shares (including performance phantom shares), RSUs, and DSUs, together with the following information in respect of each such Stock Option, SAR, Phantom Share, RSU and DSU: the name of the holder thereof, the date of the grant, the expiration date, the vested status and vesting schedule, the number of Shares underlying such each such Stock Option, SAR, Phantom Share, RSU and DSU (as applicable) (including the target and maximum number of Shares underlying such award, as applicable), and where applicable, the exercise price. Not less than five (5) days prior to the Closing Date, the Company shall provide Parent with an updated Outstanding Award List, updated to reflect any forfeitures, exercises, vesting and settlement from and after the date of this Agreement. The treatment of the Stock Options, SARs, Phantom Shares, RSUs and DSUs as contemplated by Section 2.04 in connection with the Merger is permitted under applicable Law and the terms and conditions of the applicable Company Stock Plans. There are no outstanding bonds, debentures, notes or other indebtedness of the Company having the right to vote (or convertible into or exchangeable for, securities having the right to vote) on any matter in which holders of shares of Shares may vote. (ib) Except as set forth in Section 4.05(a) of the Company Disclosure Schedule, there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, any (i) shares of capital stock of or other voting securities or ownership interests in the Seller or contractsCompany, commitments, understandings or arrangements by which the Seller is or may become bound to issue additional shares of capital stock of the Seller; (ii) there options, warrants or other rights to acquire from the Company, or other obligation of the Company to issue, any capital stock or other voting securities or ownership interests in, or any securities convertible into or exchangeable or exercisable for capital stock or other voting securities or ownership interests in, the Company (the items in clauses (i) and (ii) being referred to collectively as the “Company Securities”), or (iii) awards pursuant to any Company Stock Plan or otherwise the value of which is tied, directly or indirectly, to the value of the Shares or any other Company Securities (whether payable in cash, Company Securities or otherwise). There are no outstanding debt securities; and (iii) there are no unperformed agreements obligations of the Company or arrangements under which the Seller is obligated to register the sale of any of its securities under Subsidiaries to repurchase, redeem or otherwise acquire any of the 1933 Act. The Seller has furnished Company Securities. (c) Neither the Company nor any of its Subsidiaries is a party to any agreement relating to the Buyer true and correct copies voting of: , requiring registration of, or granting any preemptive rights, anti-dilutive rights or rights of first refusal or other similar rights with respect to any Company Securities. There are no outstanding contractual obligations of the Company or any Subsidiary of the Company to repurchase, redeem or otherwise acquire any shares of Company Securities. None of (i) the Seller's Amended and Restated Articles Shares or (ii) Company Securities are owned by any Subsidiary of Incorporationthe Company. (d) With respect to Stock Options, as amended and as in effect on (i) each grant of a Stock Option was authorized no later than the date hereof (the "Articles of Incorporation")Grant Date by all necessary corporate action, (ii) each such grant was made in accordance with the Seller's Bylawsterms of the applicable Plan and all applicable Law, as in effect on the date hereof (the "Bylaws") and (iii) the Articles per share exercise price of Amendment to Articles each Stock Option was not less than the fair market value of Incorporation of a Share on the Seller dated as of September __, 2000 which provides the terms of the Series A Convertible Preferred Stock of the Seller convertible into or exercisable for Seller's Common Stock and the material rights of the holders thereof in respect theretoapplicable Grant Date.

Capitalization. (a) The authorized capital stock of EVI consists of 100,000,000 shares of EVI Common Stock, par value $.0001 per share. At the close of business on the Business Day immediately preceding the date of this Agreement: (1) 62,227,949 shares of EVI Common Stock were issued and outstanding; (2) 0 shares of EVI Common Stock were held in EVI’s treasury; (3) 11,500,000 shares of EVI Common Stock were reserved for issuance pursuant to outstanding employee stock options and granted under the EVI Stock Plan; and (4) 0 shares of EVI Common Stock were subject to outstanding EVI restricted stock units. (b) Section 4.2(b) of the EVI Disclosure Schedule sets forth, as of the day immediately prior to the date hereof, a schedule of (i) all holders of options under the EVI Stock Plan, including the date of grant, the expiration date, the number of shares, the price per share at which the option may be exercised, an indication of whether or not such stock option is intended to qualify as an “incentive stock option” under the Code, the vesting schedule, and the EVI Stock Plan under which issued, including specification of the effect, if any, on such options of the Merger and the other transactions contemplated by this Agreement, and (ii) all holders of restricted stock units, the date of grant, the number owned by each holder, the vesting schedule and the EVI Stock Plan under which issued, including specification of the effect, if any, on such restricted stock units of the Merger and the other transactions contemplated by this Agreement. (c) All of the shares of EVI Common Stock outstanding are, and all shares that have been and may be issued pursuant to the EVI Stock Plan will be when issued in accordance with the terms thereof, duly authorized and validly issued, fully paid and nonassessable and free of preemptive rights. All stock options, restricted stock units, or other stock rights granted under the EVI Stock Plan were properly approved by the EVI Board or an authorized committee thereof and granted in accordance with applicable Law and the terms of the EVI Stock Plan pursuant to which they were issued. With respect to stock options granted under the EVI Stock Plan, (i) each option that is intended to qualify as an “incentive stock option” under Section 422 of the Code so qualifies, (ii) each grant of an option was duly authorized by all necessary corporate action, including, as applicable, approval by the EVI Board (or a duly constituted and authorized committee thereof) and any required stockholder approval by the necessary number of votes or written consents, and the award agreement governing such grant (if any) was duly executed and delivered by each party thereto, (iii) each such grant was made in accordance with the terms of the EVI Stock Plan and all other applicable Laws and regulatory rules or requirements, (iv) the per share exercise price of each option was no less than the fair market value (within the meaning of Section 422 of the Code, in the case of each option intended to qualify as an “incentive stock option,” and within the meaning of Section 409A of the Code, in the case of each other option granted to holders of options who are subject to U.S. Taxes) of a share of Stock on the applicable grant date, and (v) each such grant was properly accounted for in accordance with GAAP in the financial statements (including the related notes) of EVI. (d) Except as set forth in Section 4.2(a), Section 4.2(b) and Section 4.2(c) hereof and in Sections 4.2(b) and 4.2(d) of the EVI Disclosure Schedule, there are, on the date hereof, no outstanding shares of capital stock of, or other equity or voting interest in, EVI, and no outstanding (i) securities of EVI convertible into or exchangeable for shares of capital stock or voting securities or ownership interests in EVI, (ii) options, warrants, rights or other agreements or commitments to acquire from EVI, or obligations of EVI to issue, any capital stock, voting securities or other equity ownership interests in (or securities convertible into or exchangeable for capital stock or voting securities or other equity ownership interests in) EVI, (iii) obligations of EVI to grant, extend or enter into any subscription, warrant, right, convertible or exchangeable security or other similar agreement or commitment relating to any capital stock, voting securities or other ownership interests in EVI, or (iv) obligations (excluding Taxes and other fees) by EVI or any of its Subsidiaries to make any payments based on the market price or value of EVI Common Stock. As of the date of this Agreement, the authorized capital stock of the Seller consists of 40,000,000 shares of Common Stock and 1,000,000 shares of Preferred Stock, of which immediately prior to the date of this Agreement, approximately [_________] shares of Common Stock are issued and outstanding, and, except for [__________], no shares of preferred stock, debentures or notes are issued and outstanding. All of such outstanding shares have been duly authorized and validly issued and are fully paid and nonassessable. Except as disclosed in Schedule 3(c), no shares of Common Stock or Preferred Stock are subject to preemptive or similar rights or any liens or encumbrances suffered or permitted by the Seller. Except as disclosed in Schedule 3(c), as of the date of this Agreement: (i) there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, any shares of capital stock of the Seller or contracts, commitments, understandings or arrangements by which the Seller is or may become bound to issue additional shares of capital stock of the Seller; (ii) there are no outstanding debt securities; and (iii) there are no unperformed agreements or arrangements under which the Seller is obligated to register the sale of neither EVI nor any of its Subsidiaries has outstanding obligations to purchase, redeem or otherwise acquire any EVI securities under the 1933 Act. The Seller has furnished to the Buyer true and correct copies of: described in clauses (i) the Seller's Amended and Restated Articles of Incorporation, as amended and as in effect on the date hereof (the "Articles of Incorporation"), (ii) the Seller's Bylaws, as in effect on the date hereof (the "Bylaws") and (iii) the Articles of Amendment to Articles of Incorporation of the Seller dated as of September __, 2000 which provides the terms of the Series A Convertible Preferred Stock of the Seller convertible into or exercisable for Seller's Common Stock and the material rights of the holders thereof in respect theretohereof.

Capitalization. As (a) The authorized capital of the date Company consists of this Agreement(i) 5,000,000 Common Shares, $.0001 par value, and (ii) and 1,000,000 Preferred Shares (the "Preferred Shares"). Of such authorized capital stock stock, (i) 2,045,600 Common Shares were issued and outstanding as of the Seller consists of 40,000,000 shares of Common Stock and 1,000,000 shares of Preferred StockNovember 14, 2005, all of which immediately prior to the date of this Agreement, approximately [_________] shares of Common Stock are issued and outstanding, and, except for [__________], no shares of preferred stock, debentures or notes are issued and outstanding. All of such outstanding shares have been duly authorized and validly issued and are fully paid paid, nonassessable and nonassessable. Except as disclosed in Schedule 3(c)free of preemptive rights, no (ii)300,000 shares of 9 3/8% cumulative participating Preferred Shares ("Participating Preferred Shares") were issued and outstanding as of November 14, 2005, (iii) as of November 14, 2005, 440,757 Common Stock or Shares were available for issuance pursuant to the exercise of outstanding options to purchase Common Shares and (iv) as of November 14, 2005, 30,000 Participating Preferred Stock are subject Shares were available for issuance pursuant to preemptive or similar rights or any liens or encumbrances suffered or permitted by the Seller. exercise of an outstanding options to purchase units of Common Stock, Participating Preferred Shares and warrants to purchase Common Stock. (b) Except as disclosed in Schedule 3(c)with respect to the Shares and the Warrants, as set forth in subsection 2.2(a) above, or as stated in Section 2.2(b) of the date of this Agreement: (i) Disclosure Schedule attached hereto, there are no outstanding options, warrants, scripsubscriptions, rights to subscribe tocalls, calls convertible securities or other rights, agreements, arrangements or commitments (contingent or otherwise) (including any right of conversion or exchange under any character whatsoever relating tooutstanding security, instrument or other agreement) obligating the Company to issue, deliver or sell, or securities cause to be issued, delivered or rights convertible intosold, any shares or obligating them to grant, extend or enter into any such agreement or commitment. (c) Upon consummation of capital stock each Closing, including receipt by the Company of the Seller or contractsAggregate Purchase Price payable pursuant to Section 1.5 hereof, commitmentsthe Shares and the Warrants purchased by the Investor will be validly issued, understandings or arrangements by which fully paid and nonassessable, and the Seller is or may become bound to issue additional shares Common Shares issuable upon exercise of capital stock of the Seller; (ii) there are no outstanding debt securities; and (iii) there are no unperformed agreements or arrangements under which the Seller is obligated to register the sale of any of its securities under the 1933 Act. The Seller has furnished to the Buyer true and correct copies of: (i) the Seller's Amended and Restated Articles of Incorporation, as amended and as in effect on the date hereof such Warrants (the "Articles of Incorporation"), (ii) the Seller's Bylaws, as in effect on the date hereof (the "BylawsUnderlying Warrant Shares") will have been duly authorized, and (iii) the Articles of Amendment to Articles of Incorporation upon issuance of the Seller dated as Underlying Warrant Shares upon exercise of September __the Warrants, 2000 which provides in accordance with the terms of the Series A Convertible Preferred Stock of the Seller convertible into or exercisable for Seller's Common Stock thereof, such Underlying Warrant Shares will be validly issued, fully paid and the material rights of the holders thereof in respect theretononassessable.

Capitalization. As of the date of this Agreement, the (a) The authorized capital stock of the Seller Company consists of 40,000,000 35,000,000 shares of common stock, $.01 par value, of the Company (the "Company Common Stock Stock") and 1,000,000 shares of Preferred Stock, of which immediately prior to the date of this Agreement, approximately [_________] shares of Common Stock are issued and outstanding, and, except for [__________], no shares of preferred stock, debentures or notes are $.01 par value, of the Company (the "COMPANY PREFERRED STOCK"). As of the close of business on the date one business day prior to the date hereof, (i) 9,109,542 shares of Company Common Stock were issued and outstanding. All , all of such outstanding shares have been which were duly authorized and authorized, validly issued and are issued, fully paid and nonassessable, (ii) 260,000 shares of Company Common Stock were held in the treasury of the Company, (iii) no shares of Company Preferred Stock were issued or outstanding, (iv) 1,200,000 shares of Company Common Stock were reserved for issuance under the Company's employee stock option plans listed on Schedule 4.2(a) of the Disclosure Schedule in the (15) 21 amounts stated in such schedule and (v) 4,500 shares of Company Common Stock were reserved for issuance upon the exercise of currently outstanding warrants issued under the warrant agreements listed on Schedule 4.2(a) of the Disclosure Schedule. Except as disclosed in the SEC Reports (as defined below) or on Schedule 3(c), no shares of Common Stock or Preferred Stock are subject to preemptive or similar rights or any liens or encumbrances suffered or permitted by the Seller. Except as disclosed in Schedule 3(c), as 4.2(a) of the date of this Agreement: Disclosure Schedule, there are no existing (i) there are no outstanding options, warrants, scripcalls, rights to subscribe topreemptive rights, calls subscriptions or other rights, convertible securities, agreements or commitments of any character whatsoever relating toobligating the Company or any of its Subsidiaries to issue, transfer or securities or rights convertible into, sell any shares of capital stock or other equity interest in, the Company or any of its Subsidiaries or securities convertible into or exchangeable for such shares or equity interests, (ii) contractual obligations of the Seller Company or contractsany of its Subsidiaries to repurchase, commitments, understandings redeem or arrangements by otherwise acquire any capital stock of the Company or any Subsidiary of the Company or (iii) voting trusts or similar agreements to which the Seller Company or any of its Subsidiaries is a party with respect to the voting of the capital stock of the Company or may become bound to issue additional any of its Subsidiaries. (b) Except as set forth on Schedule 4.2(b) of the Disclosure Schedule and except for directors' qualifying shares (i) all of the outstanding shares of capital stock (or equivalent equity interests of entities other than corporations) of each of the Seller; Company's Subsidiaries are beneficially owned, directly or indirectly, by the Company and (ii) there are no outstanding debt securities; and (iii) there are no unperformed agreements neither the Company nor any of its Subsidiaries owns any shares of capital stock or arrangements under which the Seller other securities of, or interest in, any other Person, or is obligated to register the sale of make any of its securities under the 1933 Act. The Seller has furnished capital contribution to the Buyer true and correct copies of: (i) the Seller's Amended and Restated Articles of Incorporation, as amended and as or other investment in effect on the date hereof (the "Articles of Incorporation"), (ii) the Seller's Bylaws, as in effect on the date hereof (the "Bylaws") and (iii) the Articles of Amendment to Articles of Incorporation of the Seller dated as of September __, 2000 which provides the terms of the Series A Convertible Preferred Stock of the Seller convertible into or exercisable for Seller's Common Stock and the material rights of the holders thereof in respect theretoany other Person.

Capitalization. As of the date of this Agreement, the (i) The authorized capital stock of the Seller Company consists of 40,000,000 shares of Common Stock and 1,000,000 shares of Preferred Stock(A) 75,000,000 shares, par value NLG 1.00 per share, of which immediately prior to the date of this Agreement, approximately [_________] 29,201,981 common shares of Common Stock are issued and outstandingoutstanding and (B) 1,000 priority shares, andpar value NLG 1.00 per share, except for [__________], no shares of preferred stock, debentures or notes which none are outstanding and (ii) the Financing Trust has 5,740,000 TOPrS issued and outstanding. All The Company Shares set forth in Section 2.2 of such outstanding shares have been duly authorized and validly issued and are fully paid and nonassessable. Except as disclosed in Schedule 3(c), no shares of Common Stock or Preferred Stock are subject to preemptive or similar rights or any liens or encumbrances suffered or permitted the disclosure schedule provided by the Seller. Except as disclosed in Schedule 3(c), as of Company and attached hereto and made a part hereof (the date of this Agreement: "Company Disclosure Schedule") and (i) there identified thereon as "Company Option Shares" are no reserved for issuance upon exercise of outstanding optionsStock Options granted to directors, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, any shares of capital stock officers and employees of the Seller or contractsCompany and its Subsidiaries pursuant to the Option Plans and (ii) identified thereon as "Company Conversion Shares", commitments, understandings or arrangements by which are reserved for future issuance upon conversion of outstanding TOPrS. No Company Shares are held in the Seller is or may become bound to issue treasury of the Company. No additional shares of capital stock of the Seller;Company are issued or outstanding or reserved for issuance (except for Company Shares issued upon exercise of Stock Options granted as aforesaid and Company Shares reserved for issuance upon conversion of TOPrS), and except as set forth in Section 2.2 of the Company 4 (b) Except as set forth in Section 2.2 of the Company Disclosure Schedule, (i) no bonds, debentures, notes or other indebtedness or obligations of the Company or any of its Subsidiaries entitling the holders thereof to vote (or which are convertible into, or exercisable or exchangeable for, securities entitling the holders thereof to vote) with the shareholders of the Company or any of its Subsidiaries on any matter are authorized, issued, reserved for issuance or outstanding, (ii) there are no outstanding debt options, warrants, calls, subscriptions, convertible or exchangeable securities; and , or other rights, agreements or commitments of any character obligating the Company or any of its Subsidiaries to grant, issue, transfer or sell, or cause to be granted, issued, transferred or sold, any shares of capital stock or any other equity or voting security or equity or voting interest (or any securities convertible into, exchangeable for, or evidencing the right to subscribe for, any of the foregoing securities or interests), of the Company or any of its Subsidiaries or obligating the Company or any of its Subsidiaries to grant, issue, extend or enter into any right, agreement or commitment with respect to the foregoing, (iii) there are no unperformed agreements obligations (absolute, contingent or arrangements under which otherwise) of the Seller is obligated to register the sale of Company or any of its securities under Subsidiaries to repurchase, redeem or otherwise acquire any shares of capital stock, or other equity or voting security or equity or voting interest, of the 1933 Act. The Seller has furnished Company or any of its Subsidiaries and (iv) other than this Agreement, there are no voting trusts, proxies or other agreements or understandings to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound with respect to the Buyer true and correct copies of: (i) the Seller's Amended and Restated Articles voting of Incorporationany shares of capital stock, as amended and as in effect on the date hereof (the "Articles of Incorporation")or any other equity or voting security or interest, (ii) the Seller's Bylaws, as in effect on the date hereof (the "Bylaws") and (iii) the Articles of Amendment to Articles of Incorporation of the Seller dated as Company or any of September __, 2000 which provides the terms of the Series A Convertible Preferred Stock of the Seller convertible into or exercisable for Seller's Common Stock and the material rights of the holders thereof in respect theretoits Subsidiaries.

Capitalization. (a) As of the date of this Agreementhereof, the authorized capital stock of the Seller Company consists of 40,000,000 shares two hundred million (200,000,000) Common Shares. At the close of business on May 20, 2015, (i) 138,842,945 Common Shares were issued and 96,885,085 Common Shares were outstanding, (ii) 41,957,860 Common Shares were held in treasury by the Company and (iii) 1,663,682 Common Shares were reserved for issuance in respect of outstanding grants of Options, Performance Restricted Stock Units and 1,000,000 shares of Preferred Stock, of which immediately prior Restricted Stock Rights pursuant to the date Company’s stock plans listed on Section 5.3(a) of this Agreementthe Company Disclosure Letter. Except as set forth above, approximately [_________] shares at the close of Common Stock are issued and outstandingbusiness on May 20, and, except for [__________]2015, no shares of preferred stockCommon Shares were issued, debentures reserved for issuance or notes are issued and outstanding. All of such issued and outstanding shares Common Shares have been duly authorized and validly issued and are fully paid and nonassessable. Except as disclosed in Schedule 3(c), non-assessable. (b) There are no shares of Common Stock or Preferred Stock are subject to preemptive or similar rights granted by the Company or any liens Company Subsidiary on the part of any holders of any class of securities of the Company or encumbrances suffered any Company Subsidiary. Neither the Company nor any Company Subsidiary has outstanding any bonds, debentures, notes or permitted by other obligations the Sellerholders of which have the right to vote (or which are convertible into or exercisable for securities having the right to vote) with the stockholders of the Company or any such Company Subsidiary on any matter (“Voting Company Debt”). Except as disclosed set forth in Schedule 3(c)Section 5.3(b) of the Company Disclosure Letter, there are not, as of the date of this Agreement: (i) there are no outstanding hereof, any options, warrants, scriprights, rights to subscribe toconvertible or exchangeable securities, calls “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, contracts, arrangements or commitments undertakings of any character whatsoever relating tokind to which the Company or any of the Company Subsidiaries is a party or by which any of them is bound (i) obligating the Company or any of the Company Subsidiaries to issue, deliver or sell or cause to be issued, delivered or sold, additional shares of capital stock of, or securities other equity interests in, or rights any security convertible intoor exercisable for or exchangeable into any capital stock of, or other equity interest in, the Company or any Voting Company Debt or (ii) obligating the Company or any Company Subsidiary to issue, grant, extend or enter into any such option, warrant, right, security, unit, commitment, contract, arrangement or undertaking. As of the date hereof, there are not any outstanding contractual obligations of the Company or any of the Company Subsidiaries to repurchase, redeem or otherwise acquire any shares of capital stock of the Seller Company or contractsany of the Company Subsidiaries. There are no proxies, commitments, voting trusts or other agreements or understandings or arrangements by to which the Seller Company or any of the Company Subsidiaries is a party or may become is bound with respect to issue additional shares the voting of the capital stock of, or other equity interests in, the Company or any of the Seller; (ii) there are no outstanding debt securities; and (iii) there are no unperformed agreements or arrangements under which the Seller is obligated to register the sale of any of its securities under the 1933 Act. The Seller has furnished to the Buyer true and correct copies of: (i) the Seller's Amended and Restated Articles of Incorporation, as amended and as in effect on the date hereof (the "Articles of Incorporation"), (ii) the Seller's Bylaws, as in effect on the date hereof (the "Bylaws") and (iii) the Articles of Amendment to Articles of Incorporation of the Seller dated as of September __, 2000 which provides the terms of the Series A Convertible Preferred Stock of the Seller convertible into or exercisable for Seller's Common Stock and the material rights of the holders thereof in respect theretoCompany Subsidiaries.

Capitalization. The authorized share capital of SSR consists of an unlimited number of SSR Shares. As of the date close of this Agreementbusiness on May 8, the authorized capital stock of the Seller consists of 40,000,000 shares of Common Stock and 1,000,000 shares of Preferred Stock2020, of which immediately prior to the date of this Agreement, approximately [_________] shares of Common Stock are 123,241,798 SSR Shares were issued and outstanding, andan aggregate of up to 1,968,559 SSR Shares were issuable upon the exercise of SSR Options, except for [__________]an aggregate of up to 298,887 SSR Shares were issuable upon the settlement of SSR RSUs, an aggregate of up to 803,450 SSR Shares were issuable upon the settlement of SSR PSUs and an aggregate of up to 12,444,886 SSR Shares were issuable upon the conversion of the SSR 2019 Convertible Notes, subject to adjustment in accordance with the terms of the 2019 SSR Indenture. Except as set forth above and under the SSR 2019 Indenture, the SSR Rights Plan, the SSR Share Compensation Plan, the SSR Legacy Option Plans and the SSR DSU Plan, or as disclosed in Section 4.1(1)(f) of the SSR Disclosure Letter, there are no shares other options, warrants, conversion privileges or other rights, shareholder rights plans, agreements, arrangements or commitments (pre-emptive, contingent or otherwise) of preferred stockany character whatsoever requiring or which may require the issuance, debentures sale or notes are issued and outstandingtransfer by SSR of any securities of SSR (including SSR Shares), or any securities or obligations convertible into, or exchangeable or exercisable for, or otherwise evidencing a right or obligation to acquire, any securities of SSR (including SSR Shares) or any material subsidiary of SSR. As at May 8, 2020, there were 630,193 SSR DSUs outstanding under the SSR DSU Plan. All of such outstanding shares SSR Shares have been duly authorized and validly issued and issued, are fully paid and nonassessablenon-assessable, and all SSR Shares issuable upon the exercise of SSR Options in accordance with their respective terms have been duly authorized and, upon issuance, will be validly issued as fully paid and non- assessable, and are not and will not be subject to, or issued in violation of, any pre- emptive rights. All securities of SSR (including the SSR Shares and the SSR Options) have been issued in compliance with all applicable Laws and Securities Laws. There are no securities of SSR or of any of its subsidiaries outstanding which have the right to vote generally (or are convertible into or exchangeable for securities having the right to vote generally) with the SSR Shareholders on any matter. Except as disclosed in Schedule 3(c)for the SSR 2019 Indenture, no shares of Common Stock or Preferred Stock are subject to preemptive or similar rights or any liens or encumbrances suffered or permitted by the Seller. Except as disclosed in Schedule 3(c), as of the date of this Agreement: (i) there are no outstanding optionscontractual or other obligations of SSR or any subsidiary to repurchase, warrants, scrip, rights redeem or otherwise acquire any of SSR’s securities or with respect to subscribe to, calls the voting or commitments disposition of any character whatsoever relating to, or outstanding securities or rights convertible into, any shares of capital stock of the Seller or contracts, commitments, understandings or arrangements by which the Seller is or may become bound to issue additional shares of capital stock of the Seller; (ii) there are no outstanding debt securities; and (iii) there are no unperformed agreements or arrangements under which the Seller is obligated to register the sale of any of its securities under subsidiaries. There are no outstanding bonds, debentures or other evidences of indebtedness of SSR or any of its subsidiaries having the 1933 Act. The Seller has furnished right to vote with the Buyer true and correct copies of: (i) the Seller's Amended and Restated Articles of Incorporation, as amended and as in effect on the date hereof (the "Articles of Incorporation"), (ii) the Seller's Bylaws, as in effect on the date hereof (the "Bylaws") and (iii) the Articles of Amendment to Articles of Incorporation holders of the Seller dated as of September __, 2000 which provides the terms of the Series A Convertible Preferred Stock of the Seller convertible into or exercisable for Seller's Common Stock and the material rights of the holders thereof in respect theretooutstanding SSR Shares on any matters.

Capitalization. (a) As of the date hereof and as of this Agreementthe Effective Time, the authorized capital stock of the Seller BPW consists of 40,000,000 200,000,000 shares of common stock, $0.0001 par value per share (“BPW Common Stock Stock”) and 1,000,000 shares of Preferred Stock, of which immediately prior to the date of this Agreement, approximately [_________] shares of Common Stock are issued and outstanding, and, except for [__________], no shares of preferred stock, debentures or notes are $0.0001 par value per share (“BPW Preferred Stock”). As of the close of business on December 7, 2009, 41,176,471 shares of BPW Common Stock were issued and outstanding. All of such outstanding shares have been duly authorized and validly issued and are fully paid and nonassessable. Except as disclosed in Schedule 3(c), no shares of Common Stock or BPW Preferred Stock are subject to preemptive were issued or similar rights or any liens or encumbrances suffered or permitted by outstanding. (b) Section 4.3(b) of the Seller. Except as disclosed in BPW Disclosure Schedule 3(c)sets forth, as of the date hereof, the number of this Agreement: issued and outstanding BPW Warrants, the exercise prices with respect thereto and the number of shares of BPW Common Stock into which such BPW Warrants are exercisable; provided that no BPW Warrants are exercisable until the consummation of a Business Combination. Except (i) there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, any shares of capital stock of the Seller or contracts, commitments, understandings or arrangements by which the Seller is or may become bound to issue additional shares of capital stock of the Seller; (ii) there are no outstanding debt securities; and (iii) there are no unperformed agreements or arrangements under which the Seller is obligated to register the sale of any of its securities under the 1933 Act. The Seller has furnished to the Buyer true and correct copies of: (i) the Seller's Amended and Restated Articles of Incorporation, as amended and as set forth in effect on the date hereof (the "Articles of Incorporation"this Section 4.3(b), (ii) as described in Section 4.3(b) of the Seller's Bylaws, as in effect on the date hereof (the "Bylaws") BPW Disclosure Schedule and (iii) the Articles for rights of Amendment to Articles holders of Incorporation of the Seller dated as of September __, 2000 which provides the terms of the Series A Convertible Preferred Stock of the Seller convertible into or exercisable for Seller's BPW Common Stock to convert their shares of BPW Common Stock into cash held in the Trust Account, there are no securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind to which BPW is a party or by which any of them is bound obligating BPW to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of BPW Common Stock or any other equity interests of BPW or other voting securities of BPW or obligating BPW to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking and BPW has not granted any share appreciation rights or any other contractual rights the material rights value of which is derived from the holders thereof financial performance of BPW or the value of BPW Common Stock or any other equity interests of BPW. (c) BPW does not own, directly or indirectly, any capital stock, membership interest, partnership interest, joint venture interest or other interest in respect theretoany Person.

Capitalization. As of the date of this Agreementhereof, the authorized capital stock maximum number of the Seller consists of 40,000,000 shares of Common Stock and 1,000,000 authorized according to the Company’s articles of association amounts to 175,000,000 shares of Preferred Common Stock, SEK 1 par value per share, of which immediately prior to the date of this Agreement, approximately [_________] 159,080,722 shares of Common Stock are issued and outstanding, and, except for [__________], no shares of preferred stock, debentures or notes are were issued and outstanding. All of such outstanding shares have been of capital stock are duly authorized and authorized, validly issued and are issued, fully paid and nonassessablenonassessable and have been issued in compliance in all material respects with all applicable securities laws. Except as disclosed As of the date hereof, the Company has issued, resolved to issue or undertaken to issue an aggregate of 14,564,000 warrants for compensatory purposes to employees or consultants, or to vendors in Schedule 3(c)connection with goods or services provided, no shares of Common Stock or Preferred Stock are subject to preemptive or similar rights or any liens or encumbrances suffered or permitted by the Seller. Except as disclosed in Schedule 3(c), which as of the date hereof, entitle their holders to subscribe for up to 14,564,000 shares of this Agreement: (i) there Common Stock. No warrants or similar securities are no being issued as part of the sale of the Common Shares. Other than as set forth in Schedule 3.1(f), the Company did not have outstanding any other options, warrants, scripconvertibles, 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 securities or rights convertible into, any or exchangeable into shares of capital stock Common Stock, that have not been effectively waived, other than pursuant to the Investor’s Rights Agreement and Section 4.8 (on “repair issue”) of the Seller or contractsInvestment Agreement between the Company and HealthCap, commitmentsamong others, understandings or arrangements dated October 30, 2014 (the “HealthCap Investment Agreement”). Other than as set forth in Schedule 3.1(f) and save for the new issue resolution contemplated by which the Seller is or may become bound to issue additional shares of capital stock of the Seller; (ii) this Agreement, there are no resolutions to issue shares, warrants or convertibles in the Company that have not been registered with SCRO. There is no valid and outstanding debt securities; and authorization (iiiSw. bemyndigande) for the Board of Directors to issue shares, warrants or convertibles. 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 unperformed agreements anti-dilution or arrangements under which price adjustment provisions contained in any security issued by the Seller is obligated Company (or in any agreement providing rights to register security holders) and the issuance and sale of the Common Shares will not obligate the Company to issue shares of Common Stock or other securities to any of its securities under Person (other than the 1933 Act. The Seller has furnished to the Buyer true and correct copies of: (i) the Seller's Amended and Restated Articles of Incorporation, as amended and as in effect on the date hereof (the "Articles of Incorporation"), (ii) the Seller's Bylaws, as in effect on the date hereof (the "Bylaws"Investors) and (iii) will not result in a right of any holder of securities to adjust the Articles of Amendment exercise, conversion, exchange or reset price under such securities, provided, however, that options to Articles of Incorporation of the Seller dated as of September __, 2000 which provides the terms of the Series A Convertible Preferred Stock of the Seller convertible into or exercisable for Seller's purchase Common Stock and the material rights of the holders thereof in respect theretocontain Swedish customary price adjustment provisions.

Capitalization. As Schedule 4.3 sets forth as of the date of this Agreement, hereof (a) the authorized capital stock of the Seller consists Company; (b) the number of 40,000,000 shares of Common Stock and 1,000,000 shares of Preferred Stock, of which immediately prior to the date of this Agreement, approximately [_________] shares of Common Stock are capital stock issued and outstanding, and, except for [__________], no ; (c) the number of shares of preferred stockcapital stock issuable pursuant to the Company’s stock plans; and (d) the number of shares of capital stock issuable and reserved for issuance pursuant to securities (other than the Shares and the Warrants) exercisable for, debentures or notes are issued and outstandingconvertible into or exchangeable for any shares of capital stock of the Company. All of such the issued and outstanding shares of the Company’s capital stock have been duly authorized and validly issued and are fully paid paid, nonassessable and nonassessablefree of pre-emptive rights and were issued in compliance with applicable state and federal securities law and any rights of third parties. Except as disclosed described on Schedule 4.3, all of the issued and outstanding shares of capital stock of each of its Subsidiaries have been duly authorized and validly issued and are fully paid, nonassessable and free of pre-emptive rights, were issued in full compliance with applicable state and federal securities law and any rights of third parties and are owned by the Company, beneficially and of record, subject to no lien, encumbrance or other adverse claim. Except as described on Schedule 3(c)4.3, no Person is entitled to pre-emptive or similar statutory or contractual rights with respect to any securities of the Company. Except as described on Schedule 4.3 and except for the Registration Rights Agreement, there are no outstanding warrants, options, convertible securities or other rights, agreements or arrangements of any character under which the Company or any of its Subsidiaries is or may be obligated to issue any equity securities of any kind and except as contemplated by this Agreement, neither the Company nor any of its Subsidiaries is currently in negotiations for the issuance of any equity securities of any kind. Except as described on Schedule 4.3, there are no voting agreements, buy-sell agreements, option or right of first purchase agreements or other agreements of any kind among the Company and any of the securityholders of the Company relating to the securities of the Company held by them. Except as described on Schedule 4.3 and except for the Registration Rights Agreement, no Person has the right to require the Company to register any securities of the Company under the 1933 Act, whether on a demand basis or in connection with the registration of securities of the Company for its own account or for the account of any other Person. Except as described on Schedule 4.3, the issuance and sale of the Securities hereunder will not obligate the Company to issue shares of Common Stock or Preferred Stock are subject other securities to preemptive any other Person (other than the Investors) and will not result in the adjustment of the exercise, conversion, exchange or similar rights or reset price of any liens or encumbrances suffered or permitted by the Selleroutstanding security. Except as disclosed in described on Schedule 3(c)4.3, as of the date of this Agreement: (i) there are no Company does not have outstanding options, warrants, scrip, stockholder purchase rights to subscribe to, calls or commitments of “poison pill” or any character whatsoever relating to, or securities or rights convertible into, any shares of capital stock of the Seller or contracts, commitments, understandings or arrangements by which the Seller is or may become bound to issue additional shares of capital stock of the Seller; (ii) there are no outstanding debt securities; and (iii) there are no unperformed agreements or arrangements under which the Seller is obligated to register the sale of any of its securities under the 1933 Act. The Seller has furnished to the Buyer true and correct copies of: (i) the Seller's Amended and Restated Articles of Incorporation, as amended and as similar arrangement in effect on giving any Person the date hereof (right to purchase any equity interest in the "Articles Company upon the occurrence of Incorporation"), (ii) the Seller's Bylaws, as in effect on the date hereof (the "Bylaws") and (iii) the Articles of Amendment to Articles of Incorporation of the Seller dated as of September __, 2000 which provides the terms of the Series A Convertible Preferred Stock of the Seller convertible into or exercisable for Seller's Common Stock and the material rights of the holders thereof in respect theretocertain events.

Capitalization. (a) The share capital of the Buyer consists of 248,552,200 registered shares (Namensaktien) (the “Buyer Shares”). As of the close of business on June 11, 2025, (A) 248,552,200 Buyer Shares were issued and outstanding, of these 2,316,205 Buyer Shares were held in treasury by Buyer, (B) 100,453,358 Buyer ADSs were issued and outstanding, of these 5,840,567 Buyer ADSs were held in treasury by Buyer, (C) 957,250 Buyer ADSs were subject to issuance pursuant to outstanding Buyer Options, (D) 3,046,038 Buyer ADSs were subject to issuance pursuant to outstanding Buyer RSUs, (E) 140,972 Buyer ADSs were subject to issuance pursuant to outstanding Buyer PSUs (assuming no adjustment to the granted number of Buyer PSUs based on achievement of applicable performance goals) and (F) up to 124,276,100 Buyer ADS could be issued from the authorized capital 2025 (Genehmigtes Kapital 2025), as contemplated by this Agreement. Since such date through the date of this Agreement, the authorized capital stock of the Seller consists of 40,000,000 shares of Common Stock and 1,000,000 shares of Preferred Stock, of which immediately prior to the date of this Agreement, approximately [_________] shares of Common Stock are Buyer has not issued and outstanding, and, except for [__________], no shares of preferred stock, debentures or notes are issued and outstanding. All of such outstanding shares have been duly authorized and validly issued and are fully paid and nonassessable. Except as disclosed in Schedule 3(c), no shares of Common Stock or Preferred Stock are subject to preemptive or similar rights or any liens or encumbrances suffered or permitted by the Seller. Except as disclosed in Schedule 3(c), as of the date of this Agreement: (i) there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, any shares of capital stock of the Seller or contractsvoting securities of, commitmentsor other equity interests in, understandings Buyer, or arrangements by which the Seller is any securities convertible into, or may become bound to issue additional exchangeable or exercisable for, shares of capital stock or voting securities of, or other equity interests in, Buyer, other than Buyer ADSs issued pursuant to any exercise of Buyer Options or the Seller;vesting of Buyer RSUs or Buyer PSUs outstanding as of such date in accordance with their terms. (iib) there All issued and outstanding Buyer Shares and all Buyer Shares that are no outstanding debt securities; and (iii) there are no unperformed agreements or arrangements subject to issuance, upon issuance prior to the Closing in accordance with the terms and subject to the conditions specified in the instruments under which the Seller is obligated to register the sale of any of its securities under the 1933 Act. The Seller has furnished to the Buyer true and correct copies of: they are issuable (i) the Seller's Amended are, or upon issuance will be, duly authorized, validly issued, fully paid and Restated Articles of Incorporation, as amended and as in effect on the date hereof (the "Articles of Incorporation")non-assessable, (ii) the Seller's Bylawsare not, as in effect on the date hereof (the "Bylaws") or upon issuance will not be, subject to any pre-emptive rights and (iii) are, to the Articles extent owned directly or indirectly by the Buyer, owned free and clear of Amendment to Articles all material Liens and transfer restrictions, except for such transfer restrictions of Incorporation of general applicability as may be provided under the Seller dated as of September __, 2000 which provides 1933 Act and other applicable securities Laws and restrictions set forth in the terms of the Series A Convertible Preferred Stock of the Seller convertible into or exercisable for Seller's Common Stock Tender and the material rights of the holders thereof in respect theretoSupport Agreements.

Capitalization. As (a) The authorized capital stock of the Company consists of (i) 108,000,000 Common Shares, of which (A) 104,999,999 shares have been designated as Standard Common Stock, of which, as of the date of this Agreement, the authorized capital stock of the Seller consists of 40,000,000 59,646,097 shares of are issued and outstanding, (B) one (1) share has been designated as Special Common Stock and 1,000,000 shares of Preferred Voting Stock, of which immediately prior to which, as of the date of this Agreement, approximately [_________] one (1) share is issued and outstanding and (C) no Common Shares were held in the treasury of the Company, (ii) 19,353,592 Preferred Shares, of which (A) 19,353,591 shares have been designated as Series A-1 Preferred Stock, of Common Stock which, as of the date of this Agreement, 19,353,591 shares are issued and outstandingoutstanding and (B) one (1) share has been designated Special A-1 Voting Stock, andof which, except for [__________]as of the date of this Agreement, no shares of preferred stock, debentures or notes are one (1) share is issued and outstanding. (b) Section 2.2(b) of the Disclosure Schedule sets forth a complete and accurate list, as of the date of the Agreement, of the registered holders of capital stock of the Company, showing the number of shares of capital stock, and the class or series of such shares, held by each registered holder and (for shares other than Common Shares) the number of Common Shares (if any) into which such shares are convertible. Section 2.2(b) of the Disclosure Schedule also indicates all outstanding Common Shares that constitute restricted stock or that are otherwise subject to a repurchase or redemption right, indicating the name of the applicable registered holder, the vesting schedule (including any acceleration provisions with respect thereto), and the repurchase price payable by the Company. All of such the issued and outstanding shares of capital stock of the Company have been duly authorized and validly issued and are fully paid and nonassessable. Except as disclosed in Schedule 3(c), no All of the issued and outstanding shares of Common Stock or Preferred Stock are subject to preemptive or similar rights or any liens or encumbrances suffered or permitted capital stock of the Company have been offered, issued and sold by the Seller. Except as disclosed Company in compliance with applicable Laws. (c) Section 2.2(c) of the Disclosure Schedule 3(c)sets forth a complete and accurate list, as of the date of this Agreement: Agreement of: (i) all Company Stock Plans, indicating for each Company Stock Plan the number of Common Shares issued to date under such Company Stock Plan, the number of Common Shares subject to outstanding Company Options under such Company Stock Plan and the number of Common Shares reserved for future issuance under such Company Stock Plan and (ii) all holders of outstanding Company Options, indicating with respect to each Company Option, the Company Stock Plan under which it was granted, the number of Common Shares subject to such Company Option, the exercise price, the date of grant, and the vesting schedule (including any acceleration provisions with respect thereto). The Company has provided or made available to the Buyer complete and accurate copies of all Company Stock Plans, forms of all stock option agreements evidencing Company Options. All of the shares of capital stock of the Company subject to Company Options will be, upon issuance pursuant to the exercise of such instruments and in accordance with the terms thereof, duly authorized, validly issued, fully paid and nonassessable. As of immediately prior to the Effective Time and after giving effect to Section 1.7, there are will be no outstanding optionsCompany Options. (d) Except as set forth in this Section 2.2 or in Section 2.2 of the Disclosure Schedule, warrants(i) no Person has any subscription, scripright, rights warrant, option, convertible security or other such right (contingent or otherwise) to subscribe to, calls purchase or commitments of any character whatsoever relating to, or securities or rights convertible into, acquire any shares of capital stock of the Seller Company from the Company, or contractsto the knowledge of the Company, commitments, understandings from any stockholders of the Company (ii) the Company has no obligation (contingent or arrangements by which the Seller is or may become bound otherwise) to issue additional any subscription, right, warrant, option, convertible security or other such right, or to issue or distribute to holders of any shares of its capital stock any evidences of indebtedness or assets of the Seller; Company, (iiiii) the Company has no obligation (contingent or otherwise) to purchase, redeem or otherwise acquire any shares of its capital stock or any interest therein or to pay any dividend or to make any other distribution in respect thereof, and (iv) there are no outstanding debt securities; andor authorized stock appreciation, phantom stock or similar rights with respect to the Company. (iiie) Except as set forth in Section 2.2(e) of the Disclosure Schedule, there are is no unperformed agreements agreement, written or arrangements under which oral, between the Seller is obligated Company and any holder of its securities, or, to register the best of the Company’s knowledge, among any holders of its securities, relating to the sale or transfer (including agreements relating to rights of any of its securities first refusal, co-sale rights or “drag-along” rights), registration under the 1933 Securities Act. The Seller has furnished , or voting, of the capital stock of the Company. (f) To the Company’s knowledge, there is no claim against the Company by any Person that seeks to the Buyer true and correct copies ofassert: (i) ownership or rights to ownership of any shares of Company stock; (ii) any rights of a stockholder, including any option, preemptive rights or rights to notice or to vote; (iii) any rights under the Seller's Amended and Restated Articles certificate of Incorporationincorporation or by-laws of the Company, as amended and as in effect on to date; or (iv) any claim that his, her or its shares have been wrongfully repurchased by the date hereof (the "Articles of Incorporation"), (ii) the Seller's Bylaws, as in effect on the date hereof (the "Bylaws") and (iii) the Articles of Amendment to Articles of Incorporation of the Seller dated as of September __, 2000 which provides the terms of the Series A Convertible Preferred Stock of the Seller convertible into or exercisable for Seller's Common Stock and the material rights of the holders thereof in respect theretoCompany.

Capitalization. As of the date of this Agreement, the The authorized capital stock of the Seller UST consists of 40,000,000 70,000,000 shares of UST Common Stock and 1,000,000 shares of Preferred Stock, of which immediately prior to the date which, as of this AgreementJanuary 6, approximately [_________] 2000, 18,660,600 shares of Common Stock are were issued and outstanding, andand 4,000,000 shares of Series A Participating Cumulative Preferred Shares, except par value $1.00 per share (the "UST Preferred Stock"), of which, as of January 6, 2000, none were issued and outstanding. As of January 6, 2000, there were 22,118,743 shares of UST Common Stock on a fully diluted basis determined in the manner described in Section 3.2 of the UST Disclosure Schedule. Except for [__________]1,427,180 shares of UST Common Stock that were held in treasury as of January 6, 2000, no shares of preferred stockUST Common Stock were held by UST or any of its Subsidiaries (except for Trust Account Shares) as of January 6, debentures or notes are issued and outstanding2000. All of such the issued and outstanding shares of UST Common Stock have been duly authorized and validly issued and are fully paid paid, non-assessable and nonassessablefree of preemptive rights, with no personal liability attaching to the ownership thereof. Except as disclosed in Schedule 3(c), no shares of Common Stock or for the UST Option Agreement and rights ("UST Preferred Rights") to purchase UST Preferred Stock are subject issued pursuant to preemptive or similar rights or any liens or encumbrances suffered or permitted by the Seller. Except Rights Agreement (the "UST Rights Agreement") dated as disclosed in Schedule 3(c)of September 1, 1995, between UST and First Chicago Trust Company of New York, as of Rights Agent, and except as provided below, UST does not have and is not bound by any UST Rights. UST has previously provided SCHWAB with a list dated the date of this Agreement: Agreement of all holders, as of January 6, 2000, of UST Rights, including the names of holders of such rights, the date of the grant or issuance of such rights, the number of shares subject to such rights, the expiration date of such rights, the vesting schedule of such rights and whether such vesting schedule shall be accelerated as a result of UST's entry into this Agreement or consummation of the transactions contemplated hereby, and the price at which each such right may be exercised. Since December 31, 1999, UST has not (i) issued any shares of its capital stock or any securities convertible into or exercisable for any shares of its capital stock, other than shares of UST Common Stock issued upon the exercise or conversion of such UST Rights outstanding as of December 31, 1999, as described in the immediately preceding sentence and UST Preferred Rights associated with shares of UST Common Stock or (ii) taken any actions which would cause an antidilution adjustment under any outstanding UST Rights. Except as permitted under Section 5.2, there are are, and there will be, no outstanding optionscontractual obligations of UST or any of its Subsidiaries to repurchase, warrants, scrip, rights to subscribe to, calls redeem or commitments of any character whatsoever relating tootherwise acquire, or securities or rights convertible intoto register for sale, any shares of capital stock of the Seller UST or contracts, commitments, understandings any of its Subsidiaries. There are no outstanding contractual obligations of UST or arrangements by which the Seller is any of its Subsidiaries to vote or may become bound to issue additional dispose of any shares of the capital stock of the Seller; (ii) there are no outstanding debt securities; and (iii) there are no unperformed agreements UST or arrangements under which the Seller is obligated to register the sale of any of its securities under the 1933 ActSubsidiaries. The Seller has furnished There are no shareholder agreements, voting trusts or similar agreements relating to the Buyer true and correct copies of: (i) the Seller's Amended and Restated Articles of Incorporation, as amended and as in effect on the date hereof (the "Articles of Incorporation"), (ii) the Seller's Bylaws, as in effect on the date hereof (the "Bylaws") and (iii) the Articles of Amendment to Articles of Incorporation of the Seller dated as of September __, 2000 which provides the terms of the Series A Convertible Preferred Stock of the Seller convertible into or exercisable for Seller's UST Common Stock and the material rights of the holders thereof in respect theretoto which UST is a party.

Capitalization. (a) As of the date of this Agreement, the authorized share capital stock of SPAC is $10,100, which consists of (i) 100,000,000 SPAC Class A Shares, (ii) 10,000,000 SPAC Class B Shares, and (iii) 1,000,000 preference shares, par value $0.0001 per share (“SPAC Preferred Shares”). As of the Seller consists date hereof and as of 40,000,000 shares of Common Stock and 1,000,000 shares of Preferred Stock, of which immediately prior to the date of this Agreement, approximately [_________] shares of Common Stock Closing (1) 2,642,232 SPAC Class A Shares are and will be issued and outstanding, and(2) 6,535,000 SPAC Class B Shares are and will be issued and outstanding, except for [__________](3) no SPAC Preferred Shares are and will be issued and outstanding, no shares of preferred stock, debentures or notes (4) 1,140,000 Private Placement Units are and will be issued and outstanding; (5) 12,500,000 Public Warrants are and will be issued and outstanding; and (6) 570,000 private warrants are and will be issued and outstanding. All The Equity Securities set forth in this Section 6.2(a) comprise all of such outstanding shares have been duly authorized and validly the Equity Securities of SPAC that are issued and are fully paid outstanding (without giving effect to SPAC Share Redemptions and nonassessable. the PIPE Investment). (b) Except as disclosed (x) set forth in Schedule 3(cthe SPAC SEC Documents, or (y) set forth in this Agreement (including as set forth in Section 6.2(a)), no shares of Common Stock the Ancillary Agreements or Preferred Stock are subject to preemptive or similar rights or any liens or encumbrances suffered or permitted by the Seller. Except as disclosed in Schedule 3(c), as of the date of this AgreementSPAC Governing Documents: (i) there are no outstanding options, warrants, scripContracts, calls, puts, bonds, debentures, notes rights to subscribe tosubscribe, calls conversion rights or commitments other similar rights to which SPAC is a party or which are binding upon SPAC providing for the offer, issuance, redemption, exchange, conversion, voting, transfer, disposition or acquisition of any character whatsoever relating to, or securities or rights convertible into, any shares of capital stock of the Seller or contracts, commitments, understandings or arrangements by which the Seller is or may become bound to issue additional shares of capital stock of the Sellerits Equity Securities; (ii) there are no outstanding debt securitiesSPAC is not subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any of its Equity Securities; (iii) SPAC is not a party to any voting trust, proxy or other agreement or understanding with respect to the voting of any of its Equity Securities; and (iiiiv) there are no unperformed agreements contractual shareholder preemptive or arrangements under which similar rights, rights of first refusal, rights of first offer or registration rights in respect of Equity Securities of SPAC. (c) All of the Seller is obligated to register the sale issued and outstanding Equity Securities of SPAC, have been duly authorized, validly issued, fully paid and non-assessable and free of any of its securities under the 1933 Act. The Seller has furnished to the Buyer true and correct copies of: (i) the Seller's Amended and Restated Articles of Incorporation, as amended and as in effect on the date hereof (the "Articles of Incorporation"), (ii) the Seller's Bylaws, as in effect on the date hereof (the "Bylaws") and (iii) the Articles of Amendment to Articles of Incorporation of the Seller dated as of September __, 2000 which provides the terms of the Series A Convertible Preferred Stock of the Seller convertible into or exercisable for Seller's Common Stock and the material preemptive rights of the holders thereof in respect thereto, and were not issued in violation of any preemptive rights, call options, rights of first refusal or similar rights of any Person or applicable Law, other than in each case Securities Liens. (d) SPAC does not own, directly or indirectly, any Equity Securities, participation or voting right or other investment (whether debt, equity or otherwise) in any Person (including any Contract in the nature of a voting trust or similar agreement or understanding) or any other equity equivalents in or issued by any other Person.

Capitalization. As of (a) The Buyer Stock Consideration has been duly authorized and when issued and delivered to Seller at the date Closing in accordance with the terms of this Agreement, will have been validly issued in accordance with applicable Law and Order, will be fully paid and non-assessable. The shares of Buyer Stock to be issued and delivered by Buyer to Seller on the Closing Date will be issued free and clear of all Encumbrances, other than restrictions on transfer under applicable securities Laws and any Encumbrances imposed by Seller, and the issuance thereof will not be subject to any preemptive rights. No vote of the stockholders of Buyer is required to issue the Buyer Stock Consideration to Seller or its designee under applicable Law or the rules and regulations of the NYSE. The Buyer Stock Consideration constitutes, and will constitute as of the Closing, less than one percent (1%) of the total number of issued and outstanding shares of Buyer Stock before giving effect to such issuance. (b) The authorized capital stock of the Seller Buyer consists of 40,000,000 600,000,000 shares of Common Buyer Stock and 1,000,000 shares of Preferred Stock, of which immediately prior to the date of this Agreement, approximately [_________] shares of Common Stock are issued and outstanding, and, except for [__________], no 10,000,000 shares of preferred stock, debentures or notes are par value $0.01 per share (the “Buyer Preferred Stock”). At the close of business on December 31, 2020 (the “Capitalization Date”), (i) 204,692,947 shares of Buyer Stock were issued and outstanding. All , (ii) 84,422,104 shares of such Buyer Stock were held by Buyer as treasury stock, (iii) 6,924,789 shares of Buyer Stock were reserved and available for issuance pursuant to the Buyer Equity Plans, other than the Buyer ESPP, of which (A) 4,793,729 shares of Buyer Stock were issuable upon exercise of outstanding stock options, (B) 1,697,236 shares have been duly authorized of Buyer Stock were issuable upon settlement of outstanding restricted stock units awarded under a Buyer Equity Plan and validly issued and (C) 433,824 shares of Buyer Stock were issuable upon settlement of outstanding performance stock units awarded under a Buyer Equity Plan, assuming all applicable performance goals are fully paid and nonassessable. Except as disclosed in Schedule 3(c)achieved at target performance levels, (iv) no shares of Common Buyer Stock or were reserved and available for issuance pursuant to the Buyer ESPP and (v) no shares of Buyer Preferred Stock were issued or outstanding. Since the Capitalization Date through the date hereof, neither Buyer nor any of its Subsidiaries has (1) issued any Buyer Securities or incurred any obligation to make any payments based on the price or value of any Buyer Securities (except for the issuance of equity or equity-based awards to directors, officers, employees or consultants of Buyer or its Subsidiaries in the ordinary course of business under a Buyer Equity Plan) or (2) established a record date for, declared, set aside for payment or paid any dividend on, or made any other distribution in respect of, any shares of the Buyer’s capital stock, other than, in each case, pursuant to the vesting, exercise, forfeiture or the withholding of Taxes with respect to any equity awards of Buyer. (c) Except as described in this Section 4.2, there are subject to no (i) equity securities of any class of Buyer or any securities convertible into or exchangeable or exercisable for any such equity securities issued, reserved for issuance or outstanding and (ii) no outstanding or authorized options, warrants, convertible securities, subscriptions, call rights, redemption rights, repurchase rights, preemptive or similar rights or any liens other rights, agreements, arrangements or encumbrances suffered commitments of any kind relating to the issued or permitted by unissued equity securities of Buyer or obligating Buyer to issue or sell any equity securities of, or any other interest in, Buyer (the Seller. Except as disclosed items in Schedule 3(c), as of the date of this Agreement: clauses (i) and (ii) being referred to collectively as “Buyer Securities”) and (iii) no other obligations by Buyer or any of its Subsidiaries to make any payments based on the price or value of any Buyer Securities (other than pursuant to a Buyer Equity Plan that provides for notional investment in shares of Buyer Stock). Other than the Framework Agreement and the Existing Shareholders Agreement, there are no outstanding agreements of any kind which obligate Buyer or any of its Subsidiaries to repurchase, redeem or otherwise acquire any Buyer Securities (other than pursuant to the cashless exercise of stock options or the forfeiture or withholding of Taxes with respect to equity awards in Buyer), or obligate Buyer to grant, extend or enter into any such agreements relating to any Buyer Securities, including any agreements granting any preemptive rights, subscription rights, anti-dilutive rights, rights of first refusal or similar rights with respect to any Buyer Securities. No direct or indirect Subsidiary of Buyer owns any Buyer Stock. Other than the Existing Shareholders Agreement and the Framework Agreement, none of Buyer or any of its Subsidiaries is a party to any stockholders’ agreement, voting trust agreement, registration rights agreement or other similar agreement or understanding relating to any Buyer Securities or any other agreement relating to the disposition, voting or dividends with respect to any Buyer Securities. There are no bonds, debentures, notes or other indebtedness issued by Buyer which have the right to vote (or which are convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of Buyer Stock or other equity interests or similar interests by stock ownership or otherwise in Buyer are entitled to vote. (d) Except as would not be material to Buyer and its Subsidiaries, taken as a whole, all of the outstanding shares of capital stock of, or other equity or voting interests in, each Significant Subsidiary of Buyer are owned directly or indirectly, beneficially and of record, by Buyer free and clear of all Encumbrances and transfer restrictions, except for Permitted Encumbrances. Except as would not be material to Buyer and its Subsidiaries, taken as a whole, each outstanding share of capital stock of each Significant Subsidiary of Buyer is held, directly or indirectly, by Buyer, and is duly authorized, validly issued, fully paid, nonassessable and free of preemptive rights, and there are no subscriptions, options, warrants, scriprights, rights calls, contracts or other commitments, understandings, restrictions or arrangements relating to subscribe tothe issuance, calls acquisition, redemption, repurchase or commitments sale of any character whatsoever relating to, or securities or rights convertible into, any shares of capital stock of the Seller or contracts, commitments, understandings other equity or arrangements by which the Seller is or may become bound to issue additional shares of capital stock of the Seller; (ii) there are no outstanding debt securities; and (iii) there are no unperformed agreements or arrangements under which the Seller is obligated to register the sale voting interests of any Significant Subsidiary of its securities Buyer, including any right of conversion or exchange under the 1933 Act. The Seller has furnished to the Buyer true and correct copies of: (i) the Seller's Amended and Restated Articles of Incorporationany outstanding security, as amended and as in effect on the date hereof (the "Articles of Incorporation")instrument or agreement, (ii) the Seller's Bylawsany agreements granting any preemptive rights, as in effect on the date hereof (the "Bylaws") and (iii) the Articles of Amendment to Articles of Incorporation of the Seller dated as of September __subscription rights, 2000 which provides the terms of the Series A Convertible Preferred Stock of the Seller convertible into or exercisable for Seller's Common Stock and the material anti-dilutive rights, rights of the holders thereof in first refusal or similar rights with respect theretoto any securities of any Significant Subsidiary.

Capitalization. As The Company has share capital as set forth in the Registration Statement, the Pricing Disclosure Package and the Prospectus under the heading “Description of Ordinary Shares”; except as set forth in the Company’s Articles of Association (the “Articles”), the Shareholders’ Agreement, dated June 15, 2012 and as amended November 27, 2018, by and between Tronox Sands Holdings PTY Limited, Tronox Limited, the Selling Shareholder, Exxaro Sands Proprietary Limited and Exxaro TSA Sands Proprietary Limited (the “Exxaro Shareholder’s Agreement”), the Shareholder’s Deed, dated March 14, 2019 between the Company and the Selling Shareholder (the “Exxaro Shareholder’s Deed”) and the Shareholders’ Agreement, dated April 10, 2019, by and between Tronox Holdings plc, Cristal Inorganic Chemicals Netherlands Coöperatief W.A., The National Titanium Dioxide Company Limited, National Industrialization Company Ltd, Gulf Investment Corporation and ▇▇. ▇▇▇▇▇ ▇▇-Shair (the “Cristal Shareholders’ Agreement”), in each case as described in the Pricing Disclosure Package and the Prospectus, all the outstanding shares of share capital of the date of this Agreement, Company (including the authorized capital stock of Shares to be sold by the Seller consists of 40,000,000 shares of Common Stock and 1,000,000 shares of Preferred Stock, of which immediately prior to the date of this Agreement, approximately [_________] shares of Common Stock are issued and outstandingSelling Shareholder) are, and, except for [__________]at the time of issuance, no all ordinary shares that may be issued upon the exercise of preferred stockany option to purchase the Company’s ordinary shares, debentures whether granted pursuant to the Company’s Amended and Restated Management Equity Incentive Plan (the “Equity Plan”) or notes are issued otherwise (a “Share Option”), settlement of any restricted share unit payable in ordinary shares or whose value is determined with reference to the value of ordinary shares, whether granted pursuant to the Equity Plan or otherwise (a “Restricted Share Unit”), will be duly and outstanding. All of such outstanding shares have been duly validly authorized and validly issued and are fully paid and nonassessable. Except as disclosed non-assessable (meaning that no further contributions in Schedule 3(c), no respect of the Company’s shares will be required to be made to the Company by the holders thereof by reason solely of Common Stock or Preferred Stock being a holder of the shares) and are not subject to preemptive any pre-emptive or similar rights or any liens or encumbrances suffered or permitted by rights; except as set forth in the Seller. Except United Kingdom Companies ▇▇▇ ▇▇▇▇, the Articles, the Exxaro Shareholder’s Agreement, the Exxaro Shareholder’s Deed, the Cristal Shareholders’ Agreement and the Equity Plan, in each case as disclosed described in Schedule 3(c)the Pricing Disclosure Package and the Prospectus, as of the date of this Agreement: (i) there are no outstanding optionsrights (including, warrantswithout limitation, scrippre-emptive rights), rights warrants or options to subscribe to, calls or commitments of any character whatsoever relating toacquire, or securities instruments convertible into or rights convertible intoexchangeable for, any shares of share capital stock of or other equity interest in the Seller Company or contracts, commitments, understandings or arrangements by which the Seller is or may become bound to issue additional shares of capital stock of the Seller; (ii) there are no outstanding debt securities; and (iii) there are no unperformed agreements or arrangements under which the Seller is obligated to register the sale of any of its securities under the 1933 Act. The Seller has furnished subsidiaries, or any contract, commitment, agreement, understanding or arrangement of any kind relating to the Buyer true and correct copies of: (i) the Seller's Amended and Restated Articles issuance of Incorporation, as amended and as in effect on the date hereof (the "Articles of Incorporation"), (ii) the Seller's Bylaws, as in effect on the date hereof (the "Bylaws") and (iii) the Articles of Amendment to Articles of Incorporation any share capital of the Seller dated as of September __Company or any such subsidiary, 2000 which provides any such convertible or exchangeable securities or any such rights, warrants or options; the terms share capital of the Series A Convertible Preferred Stock Company conforms in all material respects to the description thereof contained in the Registration Statement, the Pricing Disclosure Package and the Prospectus; and except as described in or contemplated by the Pricing Disclosure Package and the Prospectus, all the outstanding shares of share capital or other equity interests of each subsidiary owned, directly or indirectly, by the Company have been duly and validly authorized and issued, are fully paid and non-assessable (except, in the case of any foreign subsidiary, for directors’ qualifying shares) (non-assessable meaning that no further contributions in respect of the Seller convertible into or exercisable for Seller's Common Stock and the material rights of relevant subsidiary’s shares will be required to be made to that subsidiary by the holders thereof by reason solely of being a holder of the relevant subsidiary’s shares) and are owned directly or indirectly by the Company, free and clear of any lien, charge, encumbrance, security interest, restriction on voting or transfer or any other claim of any third party, except as described in respect thereto.our senior secured first lien term loan facility and our global senior secured asset-based syndicated revolving credit facility with ▇▇▇▇▇ Fargo Bank, N.A..

Capitalization. (a) The authorized capital stock of the Company consists of: (i) 300,000,000 Shares, of which 58,563,592 Shares were issued and outstanding as of the close of business on December 31, 2024 (the “Measurement Time”), and (ii) 10,000,000 shares of Company Preferred Stock, of which no shares were or are issued and outstanding as of the Measurement Time or the date of this Agreement. As of the Measurement Time, no Shares are held by the Company as treasury stock. All of the outstanding Shares have been duly authorized and validly issued, and are fully paid and nonassessable (and were not issued in violation of any preemptive rights or the DGCL). Except for Shares held by the Company as treasury stock, there are no Shares held by any of the Acquired Companies. None of the Acquired Companies is under any obligation, or is bound by any Contract pursuant to which it may become obligated, to repurchase, redeem or otherwise acquire any outstanding Shares or other securities of the Company (including any Company Equity Awards, except issuances pursuant to the forfeiture conditions of such Company Equity Awards or the cashless exercise or Tax withholding provisions of or authorizations related to such Company Equity Awards as in effect as of the date of this Agreement, the authorized capital stock ). (b) As of the Seller consists of 40,000,000 shares of Common Measurement Time: (i) 2,465,007 Shares are reserved for future issuance under the Company’s Amended and Restated 2020 Employee Stock and 1,000,000 shares of Preferred Stock, of which immediately prior to Purchase Plan (the date of this Agreement, approximately [_________] shares of Common Stock are issued and outstanding, and, except for [__________], no shares of preferred stock, debentures or notes are issued and outstanding. All of such outstanding shares have been duly authorized and validly issued and are fully paid and nonassessable. Except as disclosed in Schedule 3(c“Company ESPP”), no shares of Common Stock or Preferred Stock ; (ii) 1,786,658 Shares are subject to preemptive issuance or similar rights delivery pursuant to Company RSU Awards granted and outstanding as of the Measurement Time under the Company Equity Plans (in the case of performance-vesting Company RSU Awards, assuming deemed achievement of maximum performance); (iii) 1,075,628 Shares are subject to issuance or any liens delivery upon the exercise of Company Options granted and outstanding as of the Measurement Time under the Company Equity Plans; and (iv) no Company Equity Awards are outstanding other than those granted under the Company Equity Plans and the Company ESPP and referenced in the preceding clauses (i) through (iii). (c) Except (A) as set forth in Section 3.2(a) and Section 3.2(b), (B) for Shares issued following the Measurement Time pursuant to the exercise or encumbrances suffered vesting of Company Equity Awards outstanding as of the Measurement Time pursuant to the terms of such awards as of the Measurement Time and (C) shares of capital stock, voting securities or permitted other equity interests of the Company’s Subsidiaries that are held by the Seller. Except as disclosed in Schedule 3(c)Company or another Acquired Company, as of the date of this Agreement: Agreement there is no: (i) there outstanding capital stock, equity security or equity interest or equity-based compensation award of any Acquired Company; (ii) security, award or right convertible into or exercisable for any security, interest or award described in clause (i); (iii) any subscription, option, call, warrant, right, agreement, arrangement or undertaking of any kind (whether or not currently exercisable) to which any Acquired Company is a party or by which any Acquired Company is bound obligating any Acquired Company to issue, transfer or sell or cause to be issued, transferred or sold any security, interest, award or right described in the foregoing clauses (i) or (ii); or (iv) outstanding bond, debenture, note or other debt security of the Company having the right to vote (or any debt security convertible into, or exercisable for exchangeable for, equity securities having the right to vote) on any matters on which stockholders of the Company may vote. All dividends or other distributions on the Shares that have been authorized or declared prior to the date of this Agreement have been paid in full (except to the extent such dividends have been publicly announced and are not yet due and payable). There are no voting trusts or other agreements or understandings to which any Acquired Company is a party with any third Person with respect to the voting of capital stock or other equity interests of any Acquired Company. (d) All outstanding Shares, options, warrants, scripequity-based compensation awards (whether payable in equity, rights cash or otherwise) and other securities of the Acquired Companies have been issued and granted in compliance in all material respects with all applicable securities laws and other applicable Laws, including Section 409A of the Code. All Shares that may be issued pursuant to subscribe toany Company Equity Awards or as contemplated or permitted by this Agreement will be, calls or commitments when issued in accordance with the respective terms thereof, duly authorized, validly issued, fully paid and nonassessable (and not issued in violation of any character whatsoever relating to, preemptive rights or securities or rights convertible into, any shares of capital stock the DGCL). (e) Section 3.2(e) of the Seller or contractsCompany Disclosure Letter sets forth, commitments, understandings or arrangements by which the Seller is or may become bound to issue additional shares of capital stock as of the Seller; (ii) there are no outstanding debt securities; and (iii) there are no unperformed agreements or arrangements under which the Seller is obligated Measurement Time, with respect to register the sale of any of its securities under the 1933 Act. The Seller has furnished to the Buyer true and correct copies ofeach Company Equity Award: (i) the Seller's Amended and Restated Articles name of Incorporation, as amended and as in effect on the date hereof (the "Articles of Incorporation"), award holder; (ii) whether the Seller's Bylaws, as in effect on the date hereof Company Equity Award is a Company RSU Award or a Company Option (the "Bylaws") and denoting each Company RSU Award that is subject to performance-based vesting conditions); (iii) the Articles number of Amendment Shares subject to Articles the award (in the case of Incorporation performance-vesting Company RSU Awards, assuming deemed achievement of maximum performance); and (iv) the Seller dated as of September __exercise price applicable to the award, 2000 which provides the terms of the Series A Convertible Preferred Stock of the Seller convertible into or exercisable for Seller's Common Stock and the material rights of the holders thereof in respect theretoif applicable.

Capitalization. As of the date of this Agreement, the (a) The Issuer is authorized capital stock of the Seller consists of 40,000,000 to issue 50,000,000 shares of Common Stock and 1,000,000 shares of Preferred Stockcommon stock, of which immediately prior to the date of this Agreement, approximately [_________] 22,920,412 shares of Common Stock are issued and outstanding, and, except for [__________]prior to giving effect to the transactions set forth herein, no 125,000 shares of preferred stock, debentures or notes of which 5,000 shares have been designated as Series A Senior Convertible Cumulative Preferred Stock (the "Series A Preferred") and 2,500 shares of such Series A Preferred are issued and outstanding. All of such the outstanding shares of common stock and Series A Preferred stock of the Issuer have been duly authorized and validly issued and are fully paid paid, non-assessable and nonassessable. Except as disclosed in Schedule 3(c), no shares of Common Stock or Preferred Stock are not subject to any preemptive or similar rights or any liens or encumbrances suffered or permitted rights. The Preferred Shares have been duly authorized and when issued and delivered to the Purchaser against payment therefor as provided by the Seller. Except as disclosed in Schedule 3(c), as of the date of this Agreement:, will be validly issued, fully paid and non-assessable, shall have the rights and preferences set forth in the Preferred Stock Series Designation Certificate attached hereto as Exhibit B (the "Designation Certificate") and the issuance of such Preferred Shares will not be subject to any preemptive or similar rights. If and when issued, the Converted Shares will have been duly authorized and when issued and delivered to the Purchaser against payment therefor as provided by in herein, will be validly issued, fully paid and non-assessable, and the issuance of such Converted Shares will not be subject to any preemptive or similar rights. (ib) Prior to giving effect to the transactions set forth herein, there are no outstanding subscriptions, options, warrants, scripconvertible securities, calls, commitments, agreements or rights to subscribe to, calls purchase or commitments of otherwise acquire from the Issuer any character whatsoever relating toshares of, or any securities or rights convertible into, any shares of the capital stock of the Seller or contractsIssuer except as set forth on Schedule 4.3(b), commitments, understandings or arrangements by which the Seller is or may become bound to issue additional shares of capital stock of the Seller; (ii) there are no outstanding debt securities; and (iii) there are no unperformed agreements or arrangements under which the Seller is obligated to register the sale of any of its securities under the 1933 Act. The Seller has furnished to the Buyer true and correct copies of: including (i) outstanding options to purchase 1,034,167 shares of the SellerIssuer's Amended and Restated Articles common stock under the Issuer's 1999 Stock Incentive Plan, under which 5,000,000 shares of Incorporation, as amended and as in effect on the date hereof (the "Articles of Incorporation")common stock are reserved for issuance, (ii) warrants exercisable for 3,830,370 shares of the SellerIssuer's Bylawscommon stock at the exercise price of $1.00 per share, as in effect on the date hereof (the "Bylaws") and (iii) the Articles outstanding options to purchase an aggregate of Amendment to Articles of Incorporation 280,000 shares of the Seller dated as of September __Issuer's common stock pursuant to certain agreements between the Issuer and various third parties, 2000 which provides the terms of and (iv) the Series A Convertible Preferred Stock stock which is currently convertible into 2,000,000 shares the Issuer's common stock (excluding accrued and unpaid dividends). (c) Except as set forth on Schedule 4.3(c), no shareholders of the Seller convertible into or exercisable for Seller's Common Stock and Issuer have any right to require the material rights registration of any securities of the holders thereof Issuer or to participate in respect theretoany such registration. (d) No issuance of the Preferred Shares, the Converted Shares and any other securities issued or issuable pursuant to this Agreement or the Designation Certificate will result in the right of any person to obtain any "anti-dilution adjustment", including any adjustment to the number of securities of the Issuer outstanding or hereafter issuable, or to the conversion price or exchange price of any convertible or exchangeable securities of the Issuer, or to the exercise price of any option, warrant or right currently outstanding or issuable.

Capitalization. (a) As of the date of this Agreementhereof, the authorized capital stock of the Seller Midwest consists of 40,000,000 (i) 24,000,000 shares of Midwest Common Stock and 1,000,000 shares of Preferred Stock, $0.01 par value per share, of which immediately prior to the date of this Agreement, approximately [_________] no more than 17,069,063 shares of Common Stock are issued and outstanding, and, except for [__________], no outstanding and 912,654 shares are held as treasury shares and (ii) 1,000,000 shares of preferred stock, debentures or notes are $0.01 par value, of which none is issued and outstanding. All of such the issued and outstanding shares of Midwest Common Stock have been been, and all of the shares of the common stock of the Surviving Corporation to be issued in the Merger will be, at the Effective Time, duly and validly authorized and validly issued issued, and are or will be, as the case may be, fully paid and nonassessablenon-assessable. None of the outstanding shares of Midwest Common Stock has been issued in violation of any preemptive rights of the current or past stockholders of Midwest and none of the outstanding shares of Midwest Common Stock is or will be entitled to any preemptive rights in respect of the Merger or any of the other transactions contemplated by this Agreement. All shares of Midwest Common Stock have been issued in compliance with all federal and state securities laws. Table of Contents (b) As of September 30, 2002, Midwest had reserved (i) 1,725,000 shares of Midwest Common Stock for issuance under stock option plans for the benefit of the employees of Midwest, pursuant to which options covering 763,895 shares of Midwest Common Stock were outstanding as of September 30, 2002 (the “Midwest Stock Option Plans”); and (ii) 1,654,677 shares of Midwest Common Stock for issuance to the shareholders of Big Foot Financial Corp. (“BFFC”) pursuant to the terms and conditions of an Agreement and Plan of Reorganization, dated July 22, 2002, by and between Midwest and BFFC (the “Reorganization Agreement”). Except as disclosed set forth in Schedule 3(cthis Section 2.04(b), there are no shares of Common Stock capital stock or Preferred Stock are subject to preemptive or similar rights or any liens or encumbrances suffered or permitted by the Seller. Except as disclosed in Schedule 3(c), as other equity securities of the date of this Agreement: (i) there are Midwest outstanding and no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible intointo or exchangeable for, any shares of the capital stock of the Seller Midwest, or contracts, commitments, understandings understandings, or arrangements by which the Seller Midwest is or may become be bound to issue additional shares of its capital stock of the Seller; (ii) there are no outstanding debt securities; and (iii) there are no unperformed agreements or arrangements under which the Seller is obligated options, warrants, or rights to register the sale of purchase or acquire any additional shares of its securities under the 1933 Act. The Seller has furnished to the Buyer true and correct copies of: (i) the Seller's Amended and Restated Articles of Incorporation, as amended and as in effect on the date hereof (the "Articles of Incorporation"), (ii) the Seller's Bylaws, as in effect on the date hereof (the "Bylaws") and (iii) the Articles of Amendment to Articles of Incorporation of the Seller dated as of September __, 2000 which provides the terms of the Series A Convertible Preferred Stock of the Seller convertible into or exercisable for Seller's Common Stock and the material rights of the holders thereof in respect theretocapital stock.

Capitalization. (a) As of the date of this Agreementhereof, the authorized capital stock of the Seller Company consists of 40,000,000 of: (i) 50,000,000 shares of Common Stock and 1,000,000 shares of Preferred Stock, of which immediately prior to the date of this Agreement, approximately [_________] 19,928,522 shares of Common Stock are issued and outstanding, and, except for [__________], no and (ii) 50,000,000 shares of preferred stock, debentures or notes par value $0.01 per share, of which 80,000 shares are issued designated as Series A Preferred Stock, 71/2% Redeemable Convertible Series (the "Series A Preferred Stock") (of which 78,200 shares are outstanding), and 2,000 shares are designated as 10% Mandatory Convertible Preferred Stock (of which no shares are outstanding). All Schedule 3.2 of the disclosure schedule to this Agreement (the "Disclosure Schedule") lists the names of all of the holders of the Bridge Notes, Convertible Notes and Series A Preferred Stock as of the date hereof and the respective amounts of such securities held by each Person listed thereon. As of the Closing, and upon the acceptance for filing of the Certificate of Designation and the Series A-1 Certificate of Designation and the elimination of the 10% Mandatory Convertible Preferred Stock, the authorized capital stock of the Company shall consist of: (i) 50,000,000 shares of Common Stock, and (ii) 50,000,000 shares of preferred stock, par value $0.01 per share, of which 80,000 shares are designated as Series A Preferred Stock, 80,000 shares are designated as Series A-1 Preferred Stock and 150,000 shares are designated as Preferred Stock. At the time of the Closing, all of the outstanding shares have been duly authorized and capital stock shall be validly issued and are issued, fully paid and nonassessablenonassessable and will have been issued in compliance with all applicable securities laws (including the provisions of the Securities Act and the rules and regulations promulgated thereunder). Except as disclosed in Schedule 3(c), no shares set forth on Section 3.2 of Common Stock or Preferred Stock are subject to preemptive or similar rights or any liens or encumbrances suffered or permitted by the Seller. Except as disclosed in Schedule 3(c)Disclosure Schedule, as of the date Closing, neither the Company nor any of this Agreement: (i) there are no outstanding its Subsidiaries has granted or issued any options, convertible securities, warrants, scripcalls, pledges, transfer restrictions (except restrictions imposed by federal and state securities laws), Liens, rights to subscribe toof first offer, calls rights of first refusal, antidilution provisions or commitments of any character whatsoever relating to, to any issued or securities or rights convertible into, any unissued shares of capital stock of the Seller or contracts, commitments, understandings or arrangements by which Company other than as contemplated in this Agreement and the Seller is or may become bound to issue additional shares of capital stock of the Seller;Transaction Documents. (iib) Except as provided for herein, there are no outstanding debt securities; and (iii) statutory or, to the Company's Knowledge, contractual stockholders' preemptive rights or rights of refusal with respect to the issuance of the Shares. Except as provided in Section 3.2 of the Disclosure Schedule, to the Company's Knowledge, other than the Stockholders Agreement, there are and will be no unperformed agreements or arrangements under which among the Seller is obligated to register the sale of any of its securities under the 1933 Act. The Seller has furnished Company's shareholders with respect to the Buyer true and correct copies of: (i) the Seller's Amended and Restated Articles of Incorporation, as amended and as in effect on the date hereof (the "Articles of Incorporation"), (ii) the Seller's Bylaws, as in effect on the date hereof (the "Bylaws") and (iii) the Articles of Amendment to Articles of Incorporation voting or transfer of the Seller dated as of September __, 2000 which provides the terms Company's capital stock or with respect to any other aspect of the Series A Convertible Preferred Stock of the Seller convertible into or exercisable for SellerCompany's Common Stock and the material rights of the holders thereof in respect theretoaffairs.

Capitalization. As of (1) On the date of this Agreement, the 100,000,000 shares of $0.001 par value common stock are authorized capital and 45,729,072 shares of common stock of the Seller consists of 40,000,000 shares of Common Stock and 1,000,000 shares of Preferred Stock, of which immediately prior to the date of this Agreement, approximately [_________] shares of Common Stock OCTI are issued and outstanding, andall of the shares of common stock issued are duly authorized, except for [__________]validly issued, fully paid and non-assessable and none were issued in violation of any preemptive rights. There are 2,000,000 shares of $0.001 par value preferred stock authorized, of which 300,000 shares are designated as Series A, 910,000 are designated as Series B, 250,000 are designated as Series C and the remaining 540,000 are not designated. There are no preferred shares issued and outstanding. The rights, designations and preferences of the Series A, B and C preferred shares are set forth in Schedule “3” hereto. Except as set forth in the SEC filings or as set forth on Schedule “4”, no shares of preferred stockOCTI are reserved for issuance upon the exercise of outstanding options, debentures warrants or notes other rights to purchase shares; and no shares of OCTI stock are issued and outstanding. All held in the treasury of such outstanding shares have been duly authorized and validly issued and are fully paid and nonassessableOCTI. Except as disclosed in Schedule 3(c), no shares of Common Stock or Preferred Stock are subject to preemptive or similar rights or any liens or encumbrances suffered or permitted by the Seller. Except as disclosed in Schedule 3(c)set forth above, as of the date hereof, no shares or other voting securities of OCTI are issued, reserved for issuance or outstanding and no shares or other voting securities of OCTI shall be issued or become outstanding after the date hereof, save for those Shares to be issued pursuant to this Agreement:. Except as set forth in the SEC Filings or on Schedule “5”, there are no bonds, debentures, notes or other indebtedness or securities of OCTI that have the right to vote (or that are convertible into, or exchangeable for, securities having the right to vote) on any matters on which stockholders of OCTI may vote. All shares of OCTI subject to issuance as described above shall, upon issuance on the terms and conditions specified in the instruments pursuant to which they are issuable, be duly authorized, validly issued, fully paid, non-assessable and free of preemptive rights. (i2) Except as set forth in the SEC Filings, (a) OCTI has no contract or other obligation to repurchase, redeem or otherwise acquire any shares of OCTI stock, or make any investment (in the form of a loan, capital contribution or otherwise) in any other Person, (b) there are no outstanding subscriptions, options, warrants, scripputs, rights to subscribe tocalls, calls rights, exchangeable or convertible securities or other commitments or agreements of any character whatsoever relating toto the issued or unissued shares or other securities of OCTI other than listed on Schedule C or as set forth in the SEC Filings, or and (c) to OCTI’s knowledge, none of the outstanding equity securities or rights convertible into, any shares other securities of capital stock OCTI was issued in violation of the Seller Securities Act of 1933 or contracts, commitments, understandings or arrangements by which the Seller is or may become bound to issue additional shares of capital stock of the Seller; (ii) there are no outstanding debt securities; and (iii) there are no unperformed agreements or arrangements under which the Seller is obligated to register the sale of any of its securities under the 1933 Act. The Seller has furnished to the Buyer true and correct copies of: (i) the Seller's Amended and Restated Articles of Incorporation, as amended and as in effect on the date hereof (the "Articles of Incorporation"), (ii) the Seller's Bylaws, as in effect on the date hereof (the "Bylaws") and (iii) the Articles of Amendment to Articles of Incorporation of the Seller dated as of September __, 2000 which provides the terms of the Series A Convertible Preferred Stock of the Seller convertible into or exercisable for Seller's Common Stock and the material rights of the holders thereof in respect theretoother legal requirement.

Capitalization. As of the date of this Agreement, the The entire authorized capital stock of the Seller Mediconsult consists of 40,000,000 100,000,000 shares of Mediconsult Common Stock and 1,000,000 shares of Preferred Stock, of which immediately prior to the date of this Agreement, approximately [_________] 54,190,636 shares of Common Stock are issued and outstanding, and, except for [__________], no and 5,000,000 shares of preferred stock, debentures or notes each with a par value of $.001 per share, none of which are issued and outstanding. All of such the issued and outstanding shares of Mediconsult Common Stock have been duly authorized and are validly issued issued, fully paid, and nonassessable and are fully paid free and nonassessable. Except as disclosed in Schedule 3(c), no shares clear of Common Stock or Preferred Stock are subject to preemptive or similar rights or any liens or encumbrances suffered other than any liens or permitted encumbrances created by or imposed upon the Sellerholders thereof, and are not subject to preemptive rights or rights of first refusal created by statute, the Mediconsult Certificate of Incorporation or bylaws, each as amended, or any agreement to which Mediconsult is a party or by which it is bound. As of the close of business on December 31, 2000, Mediconsult has reserved an aggregate of 7,345,270 shares of Mediconsult Common Stock, net of exercises, for issuance to employees, consultants and directors pursuant to the Mediconsult Option Plans, of which 3,358,375 shares have been issued pursuant to option exercises or direct stock purchases, and 3,986,895 shares are subject to outstanding, unexercised options. As of the close of business on December 31, 2000, there were 1,703,425 shares of Mediconsult Common Stock issuable pursuant to the Mediconsult Warrants. Since September 30, 2000, Mediconsult has not issued or granted additional options under the Mediconsult Option Plans or otherwise. Mediconsult has not issued or granted any stock appreciation rights or performance units under the Mediconsult Option Plans or otherwise. Except as disclosed in Schedule 3(c), as of for the date of rights created pursuant to this Agreement: (i) , the Mediconsult Option Plans or the Mediconsult Warrants, there are no outstanding other options, warrants, scripcalls, rights to subscribe torights, calls commitments or commitments agreements of any character whatsoever relating toto which Mediconsult is a party or by which it is bound obligating Mediconsult to issue, deliver, sell, repurchase or redeem, or securities cause to be issued, delivered, sold, repurchased or rights convertible intoredeemed, any shares of capital stock Mediconsult Capital Stock or obligating Mediconsult 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 for this Agreement or contemplated hereunder, there are no contracts, commitments or agreements relating to voting, purchase or sale of Mediconsult Capital Stock (i) between or among Mediconsult and any of the Seller Mediconsult Stockholders or contracts, commitments, understandings or arrangements by which the Seller is or may become bound to issue additional shares of capital stock of the Seller; (ii) there are no outstanding debt securities; and (iii) there are no unperformed agreements to Mediconsult's Knowledge, between or arrangements under which the Seller is obligated to register the sale of among any of its securities under the 1933 ActMediconsult Stockholders. The Seller has furnished To the extent not terminated prior to the Buyer true and correct copies of: (i) the Seller's Amended and Restated Articles of IncorporationClosing, as amended and as in effect on the date hereof (the "Articles of Incorporation"), (ii) the Seller's Bylaws, as in effect on the date hereof (the "Bylaws") and (iii) the Articles of Amendment to Articles of Incorporation of the Seller dated as of September __, 2000 which provides the terms of the Series A Convertible Preferred Mediconsult Option Plans and the Mediconsult Warrants permit the assumption of options or warrants, respectively, to purchase Mediconsult Common Stock as provided in this Agreement, without the consent or approval of the Seller convertible into holders of such securities, the Mediconsult Stockholders, or exercisable for Seller's otherwise. Since May 1, 1999, none of the forms of agreements and instruments relating to or issued under the Mediconsult Option Plans have been amended, modified or supplemented, and there are no agreements to amend, modify or supplement such agreements or instruments in any case from the existing forms. All outstanding shares of Mediconsult Common Stock and the material rights of the holders thereof all Mediconsult Options and Mediconsult Warrants were issued in respect theretocompliance with all applicable federal and state securities laws.

Capitalization. As (a) The authorized shares of the date Purchaser consist of this Agreement, the authorized capital stock of the Seller consists of 40,000,000 (i) 250,000,000 shares of Common Stock and 1,000,000 shares stock with a par value of Preferred Stock$0.001 (the “Purchaser Ordinary Shares”), of which immediately prior to the date of this Agreement, approximately [_________] shares are issued and outstanding as of Common Stock the date hereof; and (ii) 5,000,000 preferred shares with a par value of $0.001 (“Purchaser Preferred Shares”) of which no shares are issued and outstanding; provided that, andupon the effectiveness of the Amended Purchaser Certificate of Incorporation, except for [__________], no shares the authorized capital stock of preferred stock, debentures or notes are the Purchaser shall be as set forth therein. The issued and outstanding. All of such outstanding shares have been duly authorized and validly issued and are fully paid and nonassessable. Except as disclosed in Schedule 3(c), no shares of Common Stock or Preferred Stock are subject to preemptive or similar rights or any liens or encumbrances suffered or permitted by the Seller. Except as disclosed in Schedule 3(c), Purchaser Securities as of the date of this Agreement:Agreement are set forth on Schedule 3.3(a). All outstanding Purchaser Ordinary Shares are, and all Purchaser Common Stock when issued (and subject to the effectiveness of the Amended Purchaser Certificate of Incorporation) will be, duly authorized, validly issued, fully paid and non-assessable and not subject to or issued in violation of any purchase option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the DGCL, the Purchaser’s Organizational Documents or any Contract to which Purchaser is a party. All of the outstanding Purchaser Securities have been granted, offered, sold and issued in compliance with all applicable securities Laws. (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. (c) Except as set forth in Schedule 3.3(a) or Schedule 3.3(c), there are no (i) there are no outstanding options, warrants, scripputs, calls, convertible securities, preemptive, first refusal, first offer or similar rights, (ii) bonds, debentures, notes or other Indebtedness having general voting rights to subscribe toor that are convertible or exchangeable into securities having such rights or (iii) subscriptions or other rights, calls agreements, arrangements, Contracts or commitments of any character whatsoever (other than this Agreement and the Ancillary Documents), (A) relating toto the issued or unissued shares of the Purchaser or (B) obligating Purchaser to issue, transfer, deliver or sell or cause to be issued, transferred, delivered, sold or repurchased any options or shares or securities convertible into or exchangeable for such shares, or securities (C) obligating Purchaser to grant, extend or rights convertible intoenter into any such option, warrant, call, subscription or other right, agreement, arrangement or commitment for such capital shares. There are no outstanding obligations of the Purchaser to repurchase, redeem or otherwise acquire any shares of the Purchaser or to provide funds to make any investment (in the form of a loan, capital stock of the Seller contribution or contractsotherwise) in any Person. Except as set forth in Schedule 3.3(c), commitments, understandings or arrangements by which the Seller is or may become bound to issue additional shares of capital stock of the Seller; (ii) there are no outstanding debt securities; andstockholders agreements, proxies, voting trusts or other agreements or understandings to which the Purchaser is a party (or, to the Purchaser’s Knowledge, to which it is not a party) with respect to the voting of any shares of the Purchaser. (iiid) there are no unperformed agreements or arrangements under which All Indebtedness of the Seller Purchaser as of the date of this Agreement is obligated to register disclosed on Schedule 3.3(d). No Indebtedness of the sale of Purchaser contains any of its securities under the 1933 Act. The Seller has furnished to the Buyer true and correct copies of: restriction upon (i) the Seller's Amended and Restated Articles prepayment of Incorporation, as amended and as in effect on the date hereof (the "Articles any of Incorporation")such Indebtedness, (ii) the Seller's Bylaws, as in effect on incurrence of Indebtedness by the date hereof (the "Bylaws") and Purchaser or (iii) the Articles of Amendment to Articles of Incorporation ability of the Seller dated as Purchaser to grant any Lien on its properties or assets. (e) Since the date of September __, 2000 which provides the terms formation of the Series A Convertible Preferred Stock Purchaser, and except as contemplated by this Agreement, 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 Seller convertible into or exercisable for Seller's Common Stock and the material rights of the holders thereof in respect theretoforegoing.

Capitalization. As of the date of this Agreementhereof and immediately prior to the Closing, (i) the authorized capital stock of the Seller Company consists of 40,000,000 28,000,000 shares of Common Stock and 1,000,000 preferred stock, which includes 3,000,000 shares of Preferred Stock, and 25,000,000 shares of which immediately prior to Common Stock; (ii) no shares of preferred stock (including Preferred Stock) of the date of this Agreement, approximately [_________] Company are outstanding; (iii) 600,000 shares of Common Stock are reserved for issuance upon the exercise of options issued pursuant to the Company's 1996 Stock Option Plan (the "Stock Option Plan") and outstanding, and, except for [__________], no 3,744,225 shares of preferred stock, debentures or notes Common Stock are issued reserved for issuance upon the exercise of warrants and options; (iv) 833,333 shares of Common Stock are reserved for issuance upon the conversion of the Preferred Stock and 833,333 shares of Common Stock are reserved for issuance upon the exercise of the Warrants; (v) 8,708,846 shares of Common Stock are outstanding; and (vi) 55,672 shares of Common Stock are held in treasury. All of such the outstanding shares of Common Stock have been duly authorized and validly issued and are fully paid and nonassessablenon-assessable and were issued in compliance with all applicable Federal and state laws concerning the issuance of securities. The rights, preferences, privileges and restrictions of the Preferred Stock and the Warrants are as set forth in the Certificate of Amendment and Warrant Certificate, respectively. Except for the Stock Option Plan and the transactions contemplated hereby and except as disclosed set forth in Schedule 3(c)3.2 hereto, no shares of Common Stock or Preferred Stock are subject to preemptive or similar rights or any liens or encumbrances suffered or permitted by the Seller. Except as disclosed in Schedule 3(c), as of the date of this Agreement: (i) there are no outstanding options, warrants, scriprights (including registration, conversion or preemptive rights to subscribe toand rights of first refusal), calls proxy or commitments of any character whatsoever relating to, shareholders agreements or securities or rights convertible into, any shares of capital stock of the Seller or contracts, commitments, understandings or arrangements by which the Seller is or may become bound to issue additional shares of capital stock of the Seller; (ii) there are no outstanding debt securities; and (iii) there are no unperformed other agreements or arrangements under which the Seller is obligated to register the sale of any of its securities under the 1933 Act. The Seller has furnished to the Buyer true and correct copies of: (i) the Seller's Amended and Restated Articles of Incorporation, as amended and as in effect on the date hereof (the "Articles of Incorporation"), (ii) the Seller's Bylaws, as in effect on the date hereof (the "Bylaws") and (iii) the Articles of Amendment to Articles of Incorporation of the Seller dated as of September __, 2000 which provides the terms Company or any Subsidiary granted to or with any Person to purchase or acquire or otherwise relating to any securities of the Series A Convertible Preferred Stock Company or any Subsidiary or any securities convertible or exchangeable into such securities. Without limiting the generality of the Seller convertible into foregoing and except as provided in the Registration Rights Agreement, neither the Company nor any Subsidiary has granted or exercisable for Seller's Common Stock and the material rights of the holders thereof in respect theretoagreed to grant any registration rights, including piggyback rights, to any Person.

Capitalization. As of On the date of Closing Date, after giving effect to the transactions contemplated by this Agreement, the authorized share capital stock of the Seller consists Company shall consist of 40,000,000 shares of Common Stock and 1,000,000 shares of Preferred Stock(i) 11,000,000 Ordinary Shares, of which immediately prior to the date of this Agreement, approximately [_________] 3,598,029 shares of Common Stock are issued and outstanding, and(ii) 5,000,000 preference shares, except for [__________]par value US$0.01 per share, no shares consisting of: (A) 417,974 Series A Preferred Shares, all of preferred stockwhich are issued and outstanding, debentures or notes (B) 2,656,378 Series B Preferred Shares, all of which are issued and outstanding and (C) 1,255,619 Preferred Shares, all of which are issued and outstanding. All On the Closing Date, after giving effect to the transactions contemplated by this Agreement, one Preferred Share shall be convertible into one Ordinary Share. Part I of Schedule 1 sets forth as of (i) immediately prior to the Closing on the Closing Date and without giving effect to the transactions contemplated by the Transaction Documents, a true and complete list of the registered shareholders of the Company and, opposite the name of each such outstanding shareholder, the amount and type of shares of the Company owned by such shareholder and (ii) immediately after the Closing on the Closing Date, a true and complete list of the registered shareholders of the Company and, opposite the name of each such shareholder, the amount and type of shares of the Company to be owned by such shareholder. The Company has reserved an aggregate of 1,480,889 Ordinary Shares for issuance under the Share Option Plan, of which 1,165,900 have been duly authorized granted or have been agreed by the Company to be granted, 200,000 have been granted and validly issued exercised and are fully paid and nonassessable114,989 remain available for future grant. The Company has reserved an aggregate of 1,255,619 Ordinary Shares for issuance upon conversion of the Subscribed Shares. Except as disclosed in set forth on the Disclosure Schedule, Part I and Part II of Schedule 3(c)1 and for Ordinary Shares reserved pursuant to the Share Option Plan, no shares of Common Stock or Preferred Stock are subject to preemptive or similar rights or any liens or encumbrances suffered or permitted by the Seller. Except as disclosed in Schedule 3(c), as of the date of this Agreement: (i) there are no outstanding options, warrants, scripconversion privileges, subscription or purchase rights or other rights presently outstanding to subscribe to, calls purchase or commitments of any character whatsoever relating to, or securities or rights convertible into, any shares of capital stock of the Seller or contracts, commitments, understandings or arrangements by which the Seller is or may become bound to issue additional shares of capital stock of the Seller; (ii) there are no outstanding debt securities; and (iii) there are no unperformed agreements or arrangements under which the Seller is obligated to register the sale of any of its securities under the 1933 Act. The Seller has furnished to the Buyer true and correct copies of: otherwise acquire (i) any authorized but unissued, unauthorized or treasury shares of the Seller's Amended and Restated Articles of Incorporation, as amended and as in effect on the date hereof (the "Articles of Incorporation")Company’s or any Subsidiary’s capital stock, (ii) any Equity Securities of the Seller's Bylaws, as in effect on the date hereof (the "Bylaws") and Company or any Subsidiary or (iii) the Articles of Amendment to Articles of Incorporation any other securities of the Seller dated as of September __Company or any Subsidiary, 2000 which provides and there are no commitments, contracts, agreements, arrangements or understandings by the terms Company or any Subsidiary to issue any shares of the Series A Convertible Preferred Stock Company’s or any Subsidiary’s capital stock or any Equity Securities or other securities of the Seller convertible into Company or exercisable for Seller's Common Stock any Subsidiary. The Subscribed Shares are duly authorized, and when issued and sold to the Purchasers after payment therefor, will be validly issued, fully paid and non-assessable, will be issued in compliance with the registration and qualification requirements of all applicable securities laws, will not be subject to any preemptive right or similar rights that have not been satisfied and will be free and clear of all other Liens (other than those imposed by the Joint Venture Agreement). The Subscribed Shares to be issued and sold to General Atlantic, when issued and sold to General Atlantic, shall represent a 10.03 % fully-diluted ownership interest in the Company (assuming the completion of the Share Buyback, the grant and exercise of all options under the Share Option Plan and the material rights conversion and exercise of all other Ordinary Share equivalents, but excluding any Ordinary Shares issuable upon conversion of the holders thereof Notes). The Subscribed Shares to be issued and sold to Fidelity, when issued and sold to Fidelity, shall represent a 3.6% fully-diluted ownership interest in respect theretothe Company (assuming the completion of the Share Buyback the grant and exercise of all options under the Share Option Plan and the conversion an exercise of all other Ordinary Share equivalents, but excluding Ordinary Shares issued upon conversion of the Notes). The Ordinary Shares issuable upon conversion of the Subscribed Shares have been duly reserved for issuance upon conversion of the Subscribed Shares and, when issued in compliance with the provisions of the M&AA will be validly issued, fully paid and non-assessable, will be issued in compliance with the registration and qualification requirements of all applicable securities laws, will not be subject to any preemptive rights or similar rights that have not been satisfied and will be free and clear of all other Liens (other than those imposed by the Joint Venture Agreement). All of the issued and outstanding Ordinary Shares are all duly authorized, validly issued, fully paid and non-assessable, and were issued in compliance with the registration and qualification requirements of all applicable securities laws.

Capitalization. As of the date of this Agreement, the The authorized capital stock of the Seller Company consists -------------- of 40,000,000 15,000,000 shares of Common Stock and 1,000,000 5,000,000 shares of Preferred Stock. As of the close of business on June 26, of which immediately prior to the date of this Agreement2000, approximately [_________] 7,964,283 shares of Common Stock are were issued and outstanding, and, except for [__________], no 1,335,580 shares of preferred stockCommon Stock were reserved for issuance upon the exercise of outstanding options to acquire shares of Common Stock ("Stock Options"), debentures or notes are issued and outstanding. All 56,998 shares of such Common Stock ------------- were reserved for issuance upon the exercise of outstanding warrants to acquire shares have been duly authorized and validly issued and are fully paid and nonassessable. Except as disclosed in Schedule 3(cof Common Stock ("Warrants"), no shares of Common Stock or were held by the -------- Company in its treasury and 200,000 shares of Common Stock were reserved for issuance under the Company's 1998 employee stock purchase plan (the "Stock ----- Purchase Plan") and no shares of Preferred Stock were issued and outstanding. ------------- The number of issued and outstanding shares of Common Stock at any time taken together with the number of shares of Common Stock reserved for issuance upon the exercise of outstanding Stock Options and Warrants at such time is referred to herein as the "Fully Diluted Shares." All of the issued and outstanding -------------------- shares of Common Stock are validly issued, fully paid and nonassessable and are not subject to preemptive rights created by statute, the Certificate of Incorporation or similar rights Bylaws of the Company or any liens agreement to which the Company is a party or encumbrances suffered by which the Company or permitted by the Sellerits assets is bound. Except as disclosed in Schedule 3(c), as this Section 4.2 and Section 4.2 of the date of this Agreement: (i) Company Disclosure Schedule, there are ----------- ----------- no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, any shares of capital stock of the Seller Company issued or contractsoutstanding, commitmentsand, understandings except for the Stock Options, the Rights and rights to purchase shares of Common Stock under the Stock Purchase Plan, there are no outstanding subscriptions, options, warrants, rights, convertible securities or arrangements by other agreements or commitments of any character (including, without limitation, rights which will or could become exercisable as a result of this Agreement or any transaction contemplated hereby) relating to the Seller is issued or may become bound unissued capital stock or other securities of the Company obligating the Company to issue issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock of the Seller; (ii) there Company or obligating the Company to grant, extend or enter into any subscription, option, warrant, right, convertible security or other similar agreement or commitment. There are no outstanding debt securities; and (iii) there are no unperformed voting trusts or other agreements or arrangements under understandings to which the Seller Company or any Subsidiary of the Company is obligated to register the sale of any of its securities under the 1933 Act. The Seller has furnished a party with respect to the Buyer true and correct copies of: (i) the Seller's Amended and Restated Articles of Incorporation, as amended and as in effect on the date hereof (the "Articles of Incorporation"), (ii) the Seller's Bylaws, as in effect on the date hereof (the "Bylaws") and (iii) the Articles of Amendment to Articles of Incorporation voting of the Seller dated as of September __, 2000 which provides the terms capital stock of the Series A Convertible Preferred Stock of the Seller convertible into Company or exercisable for Seller's Common Stock and the material rights of the holders thereof in respect theretosuch Subsidiary.

Capitalization. As of the date of this Agreement, the hereof: (a) The authorized capital stock of the Seller Company consists of 40,000,000 50,000,000 shares of Common Stock and 1,000,000 500,000 shares of Preferred Stock, . No shares of which immediately prior to Preferred Stock are currently outstanding and no series of Preferred Stock has been designated or reserved for issuance. Of the date of this Agreement, approximately [_________] shares of Common Stock currently authorized: (i) 8,178,362 shares are issued and currently outstanding, and(ii) 100,000 shares are reserved for issuance upon the exercise of Common Stock purchase warrants, except (iv) 418,360 shares are reserved for [__________]issuance upon the exercise of Employee Stock Options, (v) no shares are reserved for the issuance of preferred stockCommon Stock upon the settlement of RSU Awards that are currently outstanding, debentures (vi) 60,000 additional RSU Awards are committed to directors of the Company, (vii) 1,928,844 additional shares are, reserved for issuance pursuant to the Employee Stock Incentive Plans in respect of future awards under such plans, and (viii) no other shares are reserved for issuance for any purpose. The Company is not a party to a Rights Plan, or “poison pill” agreement. (b) Except as set forth in Schedule 3.2(b), there are no outstanding Convertible Securities. Except as disclosed on Schedule 3.2(b), the issuance of the Purchased Securities as contemplated herein will not cause the number of shares of Common Stock issuable pursuant to any outstanding Convertible Securities to increase as a result of any antidilution provisions relating thereto. (c) Except as disclosed in Schedule 3.2(c), there are no (i) outstanding options, warrants or other rights exercisable for the purchase of any shares of Capital Stock or Convertible Securities (“Stock Purchase Rights”), (ii) stock appreciation rights, performance stock awards or other employee incentive awards the value of which is determined by reference to the value of the Common Stock or (iii) other agreements or commitments obligating the Company or any of its Subsidiaries to issue, sell, repurchase, redeem or otherwise acquire any shares of Capital Stock, Convertible Securities, Stock Purchase Rights or any securities of any Subsidiary. Except as set forth in Schedule 3.2(c), the issuance of the Purchased Securities as contemplated herein will not cause the number of shares of Common Stock issuable pursuant to any outstanding Stock Purchase Rights to increase as a result of any antidilution provisions relating thereto. (d) There are no authorized or outstanding bonds, debentures, notes are issued and outstandingor other obligations of the Company the holders of which have the right to vote with the holders of Common Stock on any matter. The Company does not have in effect any dividend reinvestment plans or employee stock purchase plans. (e) All of such outstanding shares of Capital Stock (including any outstanding Restricted Stock) have been duly authorized and validly issued and are fully fully-paid and nonassessablenonassessable and have been offered and issued without violation of any preemptive rights of any Person or any applicable securities laws. Except as disclosed in Schedule 3(c)All outstanding Stock Purchase Rights have been issued without violation of any applicable securities laws, no and all shares of Common Stock or Preferred Stock are subject to issued upon exercise thereof will have been, upon such issuance, duly authorized and validly issued without violation of any preemptive or similar rights or of any liens or encumbrances suffered or permitted by the Seller. Person and will be fully-paid and nonassessable. (f) Except as disclosed in on Schedule 3(c3.2(f), as there are no voting trusts, proxies or other agreements to which the Company or, to the Knowledge of the date Company any of this Agreement:its officers or directors, is a party or by which it is bound with respect to the voting of any shares of Capital Stock affecting the voting of any shares of Capital Stock. (ig) Except as disclosed on Schedule 3.2(g), there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of their securities under the Securities Act. (h) Except as disclosed on Schedule 3.2(h), there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, any shares of capital stock instruments of the Seller Company or any of its Subsidiaries which contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Seller Company or any of its Subsidiaries is or may become bound to issue additional shares of capital stock redeem a security of the Seller; (ii) there are no outstanding debt securities; and (iii) there are no unperformed agreements Company or arrangements under which the Seller is obligated to register the sale of any of its securities under the 1933 Act. The Seller has furnished to the Buyer true and correct copies of: (i) the Seller's Amended and Restated Articles of Incorporation, as amended and as in effect on the date hereof (the "Articles of Incorporation"), (ii) the Seller's Bylaws, as in effect on the date hereof (the "Bylaws") and (iii) the Articles of Amendment to Articles of Incorporation of the Seller dated as of September __, 2000 which provides the terms of the Series A Convertible Preferred Stock of the Seller convertible into or exercisable for Seller's Common Stock and the material rights of the holders thereof in respect theretoSubsidiaries.

Capitalization. As of the date of this Agreement, the (i) The authorized capital stock of the Seller UDS consists of 40,000,000 (A) 250,000,000 shares of UDS Common Stock (each of which includes one UDS Right), of which, as of May 1, 2001, 71,524,496 shares were issued and 1,000,000 outstanding, 2,234,812 shares were held in the GSOP and 17,116,837 shares were held in treasury and (B) 25,000,000 shares of preferred stock, par value $0.01 per share, of UDS ("UDS Preferred Stock," together with the UDS Common Stock, the "UDS Capital Stock"), of which immediately prior no shares are issued and outstanding. From May 1, 2001 to the date of this Agreement, approximately [_________] no shares of Common UDS Capital Stock are have been issued except pursuant to employee and outstandingdirector stock plans of UDS in effect as of the date hereof (the "UDS Stock Plans"). Except pursuant to the terms of options, andstock and restricted units issued pursuant to UDS Stock Plans and outstanding as of the date hereof or issued thereafter as expressly permitted hereby, except and pursuant to the UDS Rights, UDS does not have and is not bound by any outstanding subscriptions, options, warrants, calls, commitments or agreements of any character calling for [__________]the purchase or issuance of any shares of UDS Capital Stock or any other equity securities of UDS or any securities of UDS representing the right to purchase or otherwise receive any shares of UDS Capital Stock. As of May 1, 2001, no shares of preferred stockUDS Capital Stock were reserved for issuance, debentures except for 12,525,465 shares of UDS Common Stock reserved for issuance upon the exercise of stock options pursuant to the UDS Stock Plans and in respect of the employee and director savings, compensation and deferred compensation plans described in the UDS 2000 10-K, and no shares of UDS Common Stock reserved for issuance in connection with the UDS Rights Agreement. UDS has no Voting Debt issued or notes are outstanding. (ii) Except for immaterial amounts of directors' qualifying shares in foreign Subsidiaries of UDS, UDS owns, directly or indirectly, all of the issued and outstanding. All outstanding shares of capital stock or other equity ownership interests of each Subsidiary of UDS, free and clear of any liens, pledges, charges, encumbrances and security interests whatsoever ("Liens"), and all of such outstanding shares have been or equity ownership interests are duly authorized and validly issued and are fully paid paid, nonassessable and nonassessablefree of preemptive rights, with no personal liability attaching to the ownership thereof. Except as disclosed in Schedule 3(c)No Subsidiary of UDS has or is bound by any outstanding subscriptions, no shares of Common Stock or Preferred Stock are subject to preemptive or similar rights or any liens or encumbrances suffered or permitted by the Seller. Except as disclosed in Schedule 3(c), as of the date of this Agreement: (i) there are no outstanding options, warrants, scripcalls, rights to subscribe to, calls commitments or commitments agreements of any character whatsoever relating to, calling for the purchase or securities or rights convertible into, issuance of any shares of capital stock or any other equity security of such Subsidiary or any securities representing the Seller right to purchase or contracts, commitments, understandings or arrangements by which the Seller is or may become bound to issue additional otherwise receive any shares of capital stock or any other equity security of such Subsidiary. Section 4.2(b)(ii) of the Seller; UDS Disclosure Schedule sets forth a list of each material investment of UDS in any corporation, joint venture, partnership, limited liability company or other entity other than its Subsidiaries, which, individually or taken together in the aggregate, would be considered a Significant Subsidiary if such investment constituted control of such entity (ii) there are no outstanding debt securities; and (iii) there are no unperformed agreements or arrangements under which the Seller is obligated to register the sale of any of its securities under the 1933 Act. The Seller has furnished to the Buyer true and correct copies of: (i) the Seller's Amended and Restated Articles of Incorporation, as amended and as in effect on the date hereof (the each a "Articles of IncorporationNon-Subsidiary Affiliate"), (ii) the Seller's Bylaws, as in effect on the date hereof (the "Bylaws") and (iii) the Articles of Amendment to Articles of Incorporation of the Seller dated as of September __, 2000 which provides the terms of the Series A Convertible Preferred Stock of the Seller convertible into or exercisable for Seller's Common Stock and the material rights of the holders thereof in respect thereto.

Capitalization. As The registered capital of the date Company amounts to BEF 219,067,000 represented by 219,067 registered shares, having a nominal value of this Agreement, BEF 1000 each. Seller and ITS SPRL are and will be on the authorized capital stock Closing Date the record and beneficial owners and holders of the Shares, which on the closing date will be free and clear of all Encumbrances. Seller consists owns 219,066 of 40,000,000 shares the Shares, numbered 2 through 219,067, and ITS SPRL owns one (1) of Common Stock the Shares, numbered 1. The registered capital of ITS SPRL amounts to BEF 750,000, represented by 750 registered shares, having a nominal value of BEF 1000 each Seller and 1,000,000 shares Panta Holdings are and will be on the Closing Date the record and beneficial owners and holders of Preferred Stockthe SPRL Shares, which will be on the Closing Date free and clear of which immediately prior all Encumbrances. Seller owns 749 of the SPRL Shares, numbered 1 through 749 and Panta Holdings owns 1 of the SPRL Shares, numbered 750. The register entries evidencing the Shares and SPRL Shares and any powers of attorney, endorsements, assignments and other instruments to be executed and delivered to Buyer at the Closing will be valid and binding obligations of Seller or Panta Holdings, enforceable in accordance with their respective terms, and will effectively vest in the Buyer good, valid and marketable title to all the Shares and SPRL Shares to be transferred to the date Buyer pursuant to and as contemplated by this Agreement free and clear of this Agreementall Encumbrances. With the exception of the Shares (which are owned by the Seller and ITS SPRL), approximately [_________] shares and the SPRL Shares (which are owned by Seller and Panta Holdings), all of Common Stock the outstanding equity securities and other securities of each Acquired Company are issued owned of record and outstandingbeneficially by one or more of the other Acquired Companies, andfree and clear of all Encumbrances, except for [__________], no shares as set forth in part 2.3 of preferred stock, debentures or notes are issued and outstandingthe Schedule. All of such the outstanding shares equity securities of each Acquired Company have been duly authorized and validly issued and are fully paid and nonassessable, except the SPRL Shares, which have been paid only to the extent of one-third of their stated capital. Except as disclosed There are no Contracts relating to the issuance, sale, or transfer of any equity securities or other securities of any Acquired Company. None of the outstanding equity securities or other securities of any Acquired Company was issued in Schedule 3(c)violation of any Legal Requirement. No Acquired Company owns, no shares or has any Contract to acquire, any equity securities or other securities of Common Stock or Preferred Stock are subject to preemptive or similar rights any Person (other than Acquired Companies) or any liens direct or encumbrances suffered indirect equity or permitted by the Seller. Except as disclosed ownership interest in Schedule 3(c), as of the date of this Agreement: (i) there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, any shares of capital stock of the Seller or contracts, commitments, understandings or arrangements by which the Seller is or may become bound to issue additional shares of capital stock of the Seller; (ii) there are no outstanding debt securities; and (iii) there are no unperformed agreements or arrangements under which the Seller is obligated to register the sale of any of its securities under the 1933 Act. The Seller has furnished to the Buyer true and correct copies of: (i) the Seller's Amended and Restated Articles of Incorporation, as amended and as in effect on the date hereof (the "Articles of Incorporation"), (ii) the Seller's Bylaws, as in effect on the date hereof (the "Bylaws") and (iii) the Articles of Amendment to Articles of Incorporation of the Seller dated as of September __, 2000 which provides the terms of the Series A Convertible Preferred Stock of the Seller convertible into or exercisable for Seller's Common Stock and the material rights of the holders thereof in respect theretoother business.

Capitalization. (i) On the First Closing Date, after giving effect to the transactions contemplated by this Agreement, the authorized capital stock of the Company shall consist of 225,000,000 shares of Common Stock and 45,000,000 shares of undesignated "blank check" preferred stock. As of the close of business on May 1, 2001, 59,277,000 shares of Common Stock were issued and outstanding. As of the date of this Agreement, the maximum number of shares underlying options to purchase shares of Common Stock which may be issued under the Stock Option Plan is 5,508,633, of which 4,376,167 options have been granted. (ii) On the Second Closing Date, after giving effect to the transactions contemplated by this Agreement, the authorized capital stock of the Seller consists Company shall consist of 40,000,000 225,000,000 shares of Common Stock and 1,000,000 45,000,000 shares of Preferred Stockundesignated "blank check" preferred stock. (b) Except as set forth on Schedule 3.7(b) or disclosed in the SEC Documents, there are no options, warrants, conversion privileges, subscription or purchase rights or other rights presently outstanding to purchase or otherwise acquire (i) any authorized but unissued, unauthorized or treasury shares of which immediately prior the Company's capital stock, (ii) any Stock Equivalents or (iii) other securities of the Company and there are no commitments, contracts, agreements, arrangements or understandings by the Company to issue any shares of the Company's capital stock or any Stock Equivalents or other securities of the Company. The Purchased Shares are duly authorized, and when issued and sold to the date Purchasers after payment therefor, will be validly issued, fully paid and non-assessable, will be issued in compliance with the registration and qualification requirements of this Agreementall applicable federal, approximately [_________] state and foreign securities laws and will be free and clear of all other Liens. The shares of Common Stock issuable upon conversion of the Purchased Shares have been duly reserved for issuance upon conversion of the Preferred Shares and, when issued in compliance with the provisions of the Certificate of Designations, will be validly issued, fully paid and non-assessable and not subject to any preemptive rights or similar rights that have not been satisfied and will be free and clear of all other Liens. All of the issued and outstanding shares of Common Stock are issued and outstandingall duly authorized, andvalidly issued, except for [__________], no shares of preferred stock, debentures or notes are issued and outstanding. All of such outstanding shares have been duly authorized and validly issued and are fully paid and nonassessable. Except as disclosed non-assessable, and were issued in compliance with the registration and qualification requirements of all applicable federal, state and foreign securities laws. (c) Schedule 3(c), no shares of Common Stock or Preferred Stock are subject to preemptive or similar rights or any liens or encumbrances suffered or permitted by the Seller. Except as disclosed in Schedule 3(c)3.7(c) sets forth, as of the date First Closing Date, a true and complete list of this Agreement: (ix) there are no outstanding optionseach of the Subsidiaries of the Company, warrants, scrip, rights to subscribe to, calls or commitments (y) the percentage of any character whatsoever relating to, or securities or rights convertible into, any the authorized shares of capital stock of such Subsidiary owned by the Seller or contractsCompany and (z) the stockholders of such Subsidiary and, commitmentsopposite the name of each stockholder, understandings or arrangements the amount of all outstanding capital stock and Stock Equivalents owned by which such stockholder. The Company owns all of the Seller is or may become bound to issue additional issued and outstanding capital stock of the Subsidiaries, free and clear of all Liens. All of such shares of capital stock are duly authorized, validly issued, fully paid and non-assessable, and were issued in compliance with the registration and qualification requirements of the Seller; (ii) all applicable federal, state and foreign securities laws. Except as set forth on Schedule 3.7(c), there are no options, warrants, conversion privileges, subscription or purchase rights or other rights presently outstanding debt securities; and (iii) to purchase or otherwise acquire any authorized but unissued, unauthorized or treasury shares of capital stock or other securities of, or any proprietary interest in, any of the Subsidiaries, and there are is no unperformed agreements outstanding security of any kind convertible into or arrangements under which exchangeable for such shares or proprietary interest. Except as set forth on Schedule 3.7(c), neither the Seller is obligated to register the sale of Company nor any of its securities under Subsidiaries, owns any interest, or has a right to acquire any interest, in any Person that is not a Subsidiary. (d) The Common Stock currently is listed for trading on the 1933 Act. The Seller has furnished to the Buyer true Nasdaq and correct copies of: (i) except as set forth on Schedule 3.7(d), the Seller's Amended Company and Restated Articles of Incorporation, as amended the Common Stock meet the currently applicable criteria for continued listing and as in effect trading on the date hereof (the "Articles of Incorporation")Nasdaq, (ii) no suspension of trading in the Seller's Bylaws, as Common Stock is in effect on the date hereof (the "Bylaws") and (iii) the Articles of Amendment Company has delivered to Articles of Incorporation of the Seller dated as of September __, 2000 which provides the terms of the Series A Convertible Preferred Stock of the Seller convertible into or exercisable for Seller's Common Stock and the material rights of the holders thereof in respect theretoNasdaq all required notices.

Capitalization. As The Company is authorized to issue the following shares of capital stock: 125,000,000 common shares, no par value, of which 55,734,781 shares were issued and outstanding as of May 28, 2013, and 2,000,000 preferred shares, no par value, none of which are issued or outstanding. Except for the outstanding common shares of the date of Company, the Shares and Warrants issuable pursuant to this Agreement, the authorized capital stock additional common shares that may be issued and sold to other purchasers pursuant to the Prospectus Supplement, the common shares that may be issued upon the exercise of warrants (having the Seller consists same terms as the Warrants) that may be issued and sold to other purchasers pursuant to the Prospectus Supplement, 4,588,800 common shares issuable upon exercise of 40,000,000 outstanding options, 1,206,611 common shares of Common Stock issuable upon exercise of outstanding warrants, 2,716,667 shares reserved for issuance under the Company’s 2012 Equity Incentive Plan, up to 11,463,464 common shares issuable to pursuant to an Asset Contribution Agreement among the Company, the Company’s subsidiary Asterias Biotherapeutics, Inc. (“Asterias”), and 1,000,000 Geron Corporation (“Geron”), and 8,000,000 common shares reserved for issuance upon the exercise of Preferred Stock, of which immediately prior certain warrants issuable to Asterias pursuant to the date of this Asset Contribution Agreement, approximately [_________] shares of Common Stock are issued and outstanding, and, except for [__________], no shares of preferred stock, debentures or notes are issued and outstanding. All of such outstanding shares have been duly authorized and validly issued and are fully paid and nonassessable. Except as disclosed in Schedule 3(c), no shares of Common Stock or Preferred Stock are subject to preemptive or similar rights or any liens or encumbrances suffered or permitted by the Seller. Except as disclosed in Schedule 3(c), as of the date of this Agreement: (i) there are no issued or outstanding shares or other equity securities of the Company (or shares or other equity securities of the Company reserved for issuance), and there are no securities of the Company convertible into or exchangeable for stock or other equity securities of the Company, or other subscriptions, options, warrants, scripconversion rights, stock appreciation rights, “phantom” stock, stock units, calls, claims, rights to subscribe toof first refusal, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, any shares of capital stock of the Seller or contracts(including preemptive rights), commitments, understandings arrangements or arrangements agreements to which the Company is a party or by which it is bound in any case obligating the Seller is Company to issue, deliver, sell, purchase, redeem, acquire or may become bound vote, or cause to issue additional be issued, delivered, sold, purchased, redeemed, acquired or voted, stock or other equity securities of the Company, or obligating the Company to grant, extend or enter into any subscription, option, warrant, conversion right, stock appreciation right, call, right, commitment, arrangement or agreement to issue, deliver, sell, purchase, redeem, acquire or vote stock or equity securities of the Company. All outstanding common shares of capital stock of the Seller; (ii) there are no outstanding debt securities; and (iii) there are no unperformed agreements or arrangements under which the Seller is obligated to register the sale of any of its securities under the 1933 Act. The Seller has furnished to the Buyer true Company are, and correct copies of: (i) the Seller's Amended and Restated Articles of Incorporationall shares reserved for issuance will be, as amended and as upon issuance in effect on the date hereof (the "Articles of Incorporation"), (ii) the Seller's Bylaws, as in effect on the date hereof (the "Bylaws") and (iii) the Articles of Amendment to Articles of Incorporation of the Seller dated as of September __, 2000 which provides accordance with the terms specified in the instruments or agreements pursuant to which they are issuable, duly authorized, validly issued, fully paid and nonassessable and not subject to or issued in violation of, any preemptive right, purchase option, call option, right of the Series A Convertible Preferred Stock of the Seller convertible into first refusal, subscription or exercisable for Seller's Common Stock and the material rights of the holders thereof in respect theretoany other similar right.

Capitalization. As of the date of this Agreement, the (a) The authorized capital stock of the Seller consists of 40,000,000 20,000,000 shares of the Seller Common Stock and 1,000,000 shares of Preferred Stock, of which immediately prior to the date of this Agreement, approximately [_________] shares of Common Stock 3,628,575 are issued and outstandingoutstanding and zero shares are held in treasury as of the date hereof, and, except for [__________], no and 20,000,000 shares of preferred stock, debentures or notes no par value, of which no shares are issued and outstanding. The authorized capital stock of Seller Subsidiary consists of 20,000,000 shares of Seller Subsidiary Common Stock of which 1,560,271 shares are issued and outstanding and 20,000,000 shares of preferred stock, no par value, of which no shares are issued and outstanding. All of such issued and outstanding shares of capital stock of Seller and all issued and outstanding shares of capital stock of the Seller Subsidiary have been duly authorized and validly issued and are fully paid paid, non-assessable and nonassessablefree of preemptive rights. Except as disclosed in Schedule 3(c), no shares of Common Stock or Preferred Stock are subject to preemptive or similar rights or any liens or encumbrances suffered or permitted by the Seller. Except as disclosed in Schedule 3(c), as All of the date of this Agreement: (i) there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, any shares of capital stock of the Seller Subsidiary are owned by Seller free and clear of any liens, encumbrances, charges, restrictions or contracts, commitments, understandings or arrangements by which rights of third parties of any kind whatsoever. Except for Outstanding Seller Stock Options to purchase 236,134 shares of the Seller Common Stock which have been granted prior to the date hereof pursuant to the Stock Option Plan and as disclosed in Seller Disclosure Schedule 3.2(a), neither Seller nor the Seller Subsidiary has or is bound by any outstanding subscriptions, options, warrants, calls, commitments or may become bound to issue additional agreements of any character calling for the transfer, purchase or issuance of any shares of capital stock of Seller or the Seller;Seller Subsidiary or any securities representing the right to purchase or otherwise receive any shares of such capital stock or any securities convertible into or representing the right to purchase or subscribe for any such stock. (iib) there are no outstanding debt securities; and (iii) there are no unperformed agreements or arrangements under which the Seller is obligated to register the sale of any of its securities under the 1933 Act. The Seller has furnished made all required contributions pursuant to the Buyer true and correct copies of: (i) the Seller's Amended and Restated Articles governing instruments of Incorporation, as amended and as in effect on the date hereof (the "Articles of Incorporation"), (ii) the Seller's Bylaws, as in effect on the date hereof (the "Bylaws") and (iii) the Articles of Amendment to Articles of Incorporation Capital Bancorp Trust. Seller holds 100% of the Seller common securities (as that term is defined in the Indenture, dated as of September __June 16, 2000 which provides 2005, between Seller and Deutsche Trust Company of Americas (the terms “Indenture”)) of Capital Bancorp Trust, free and clear of any liens, encumbrances, charges, restrictions or rights of third parties of any kind whatsoever. Neither Seller nor Capital Bancorp Trust has or is bound by any outstanding subscriptions, options, warrants, calls, commitments or agreements of any character calling for the Series A Convertible Preferred Stock transfer, purchase or issuance of any shares of trust securities or any securities representing the Seller right to purchase or otherwise receive any shares of such trust securities or any securities convertible into or exercisable representing the right to purchase or subscribe for Seller's Common Stock and the material rights of the holders thereof in respect theretoany such securities.

Capitalization. As The authorized and issued capital of the date of this Agreement, the authorized capital stock of the Seller Offeror consists of 40,000,000 an unlimited number of common shares and an unlimited number of preference shares of Common Stock and 1,000,000 shares of Preferred Stock, of which immediately prior to the date of this Agreement, approximately [_________] shares of Common Stock are issued and outstanding, and, except for [__________], no shares of preferred stock, debentures or notes are issued and outstanding. All of such outstanding shares 193,031,710 Hudbay Shares have been duly authorized and validly issued and are outstanding as fully paid and nonassessablenon-assessable shares as of June 20, 2014 and have not been issued in violation of any pre-emptive rights. As of June 20, 2014, an aggregate of up to 3,273,570 Hudbay Shares are issuable upon the exercise of stock options and as of June 20, 2014, 675,372 Hudbay Shares are issuable upon the exercise of restricted share units of the Offeror. The Hudbay Shares and the Hudbay Warrants to be delivered pursuant to the Contemplated Transactions (and any Hudbay Shares to be issued upon exercise of the Warrants) will be duly allotted for issuance and will be validly issued and outstanding as fully paid and non-assessable securities and will not have been issued in violation of any pre-emptive rights. Except as disclosed in Schedule 3(c), no shares of Common Stock or Preferred Stock are subject to preemptive or similar rights or any liens or encumbrances suffered or permitted by the Seller. Except as disclosed in Schedule 3(c), as for stock options and restricted share units of the date Offeror issued or granted pursuant to incentive compensation plans of this Agreement: (i) the Offeror, there are no outstanding options, warrants, scripconversion privileges, rights to subscribe tocommitments (contingent or otherwise) or other Contract or any right or privilege (whether by Law, calls pre-emptive or commitments contractual) capable of any character whatsoever relating tobecoming an agreement, for the purchase, allotment or issuance of, or subscription for, any securities of the Offeror, or rights any securities convertible or exchangeable into, or exercisable for, or otherwise evidencing a right to acquire, any shares of capital stock securities of the Seller or contracts, commitments, understandings or arrangements by which the Seller is or may become bound to issue additional shares of capital stock Offeror. All securities of the Seller; Offeror (iiincluding the stock options and restricted share units) have been issued in compliance with all applicable corporate Laws and Securities Laws. Other than the Hudbay Shares, stock options and restricted share units, there are no outstanding debt securities; and (iii) there are no unperformed agreements securities of the Offeror or arrangements under which the Seller is obligated to register the sale of any of its subsidiaries outstanding which have the right to vote generally (or are convertible into or exchangeable for securities under having the 1933 Actright to vote generally) with the shareholders of the Offeror on any matter. The Seller has furnished There are no outstanding Contracts or other obligations of the Offeror to the Buyer true and correct copies of: (i) repurchase, redeem or otherwise acquire any of its securities or with respect to the Seller's Amended and Restated Articles voting or disposition of Incorporation, as amended and as in effect on the date hereof (the "Articles any of Incorporation")its outstanding securities, (ii) make any investment in or provide any funds to (whether in the Seller's Bylawsform of a loan, as capital contribution or otherwise) any person in effect on excess of $5 million in the date hereof (aggregate, other than a wholly-owned subsidiary of the "Bylaws") and Offeror, or (iii) the Articles of Amendment provide any guarantee with respect to Articles of Incorporation any person (other than a wholly-owned subsidiary of the Seller dated as Offeror). There are no outstanding bonds, debentures or other evidences of September __, 2000 which provides the terms indebtedness of the Series A Convertible Preferred Stock Offeror or any of its subsidiaries having the right to vote with the holders of the Seller convertible into or exercisable for Seller's Common Stock and the material rights of the holders thereof in respect theretooutstanding Hudbay Shares on any matters.

Capitalization. As (a) At the close of business on May 20, 2022 (the date of this Agreement“Capitalization Date”), the authorized capital stock of the Seller Company consists of 40,000,000 125,000,000 shares of Common Stock, of which 47,851,779 shares have been issued and are outstanding. 904,163 shares of Common Stock and 1,000,000 shares of Preferred Stockhave been reserved for issuance pursuant to the ESPP, of which immediately prior to the date of this Agreement, approximately [_________] no shares have been issued and 32,672,897 shares of Common Stock are issued have been reserved for issuance pursuant to the outstanding warrants (collectively, the “Warrants”) and outstandingsimilar agreements of the Company, andeach of which is set forth on Section 4.2(a) of the Company Disclosure Letter. As of the Capitalization Date, except for [__________], no the Company does not hold any shares of preferred stock, debentures or notes are issued and outstandingits capital stock in its treasury. All of such the outstanding shares of Common Stock have been duly authorized and validly issued and are fully paid and nonassessable. Except as disclosed set forth in Schedule 3(cthis Section 4.2(a), no none of the Acquired Companies holds any shares of Common Stock or Preferred Stock are subject any rights to preemptive acquire shares of Common Stock. Other than as set forth on Section 4.2(a) of the Company Disclosure Letter, there is no Contract to which any Acquired Company is a party relating to the voting or registration of, or restricting any Person from purchasing, selling, pledging or otherwise disposing of (or from granting any option or similar rights or any liens or encumbrances suffered or permitted by the Seller. Except as disclosed in Schedule 3(cright with respect to), as any shares of Common Stock. (b) As of the date of Capitalization Date, except as set forth in this Section 4.2 and except as contemplated by this Agreement: , the Support Agreements and the Contemplated Transactions, there are no issued, reserved for issuance or outstanding (i) there are no outstanding shares of capital stock or other voting securities of or ownership interests in the Company, (ii) securities of the Acquired Companies convertible into or exchangeable for shares of capital stock or other voting securities of or ownership interests in the Acquired Companies, (iii) stockholder rights plan or similar Contract under which any of the Acquired Companies is or may become obligated to sell or otherwise issue any shares of capital stock or other voting securities of or ownership interests in such Entity, (iv) options, warrants, scripor preemptive, rights to subscribe toparticipation, calls maintenance, right of first refusal, conversion, redemption, share appreciation, repurchase or other rights, agreements, arrangements or commitments of any character whatsoever relating toto the issued or unissued share capital of the Company or obligating the Company to issue or sell any shares of capital stock, voting securities or other equity interests of the Company or securities convertible into or exchangeable for capital stock or voting securities or other equity securities of the Company, or (v) restricted shares, stock appreciation rights, performance units, contingent value rights, “phantom” stock or similar securities or rights convertible intothat are derivative of, or provide economic benefits based, directly or indirectly, on the value or price of, any capital stock of or voting securities of the Company. (c) From the Capitalization Date until and including the date hereof, except for the Company Equity Awards outstanding as of the date hereof (and Shares issuable upon the exercise thereof), the Company has not issued or granted any shares of capital stock of the Seller or contracts, commitments, understandings other securities or arrangements by which the Seller is entered into any other agreements or may become bound commitments to issue additional any shares of capital stock or other securities, or granted any other awards in respect of the Seller; (ii) there are no outstanding debt securities; and (iii) there are no unperformed agreements any shares of its capital stock and has not split, combined or arrangements under which the Seller is obligated to register the sale of reclassified any of its securities under shares of capital stock. (d) Section 4.2(d) of the 1933 Act. The Seller has furnished to Company Disclosure Letter (the Buyer “Outstanding Equity Award Schedule”) sets forth a true and correct copies of: complete list of each current or former employee, officer, director, or other individual service provider of the Company and its Subsidiaries who holds an outstanding Company Equity Award as of the date hereof, which schedule shows for each Company Equity Award, as applicable, the date such Company Equity Award was granted, the number of shares of Common Stock subject to such Company Equity Award, and the applicable exercise price of any Company Equity Award that is a Company Option. With respect to each Company Equity Award, (i) the Seller's Amended and Restated Articles of Incorporation, as amended and as in effect on the date hereof (the "Articles of Incorporation")each such grant was duly authorized by all necessary corporate action, (ii) each such grant was made in compliance in all material respects with all applicable Laws (including all applicable federal, state, and local securities Laws) and all of the Seller's Bylawsterms and conditions of the applicable Plan, as in effect on the date hereof (the "Bylaws") and (iii) the Articles of Amendment to Articles of Incorporation treatment of the Seller dated as Company Equity Awards described under Section 3.5 is permitted under applicable Law, the Equity Incentive Plans, and the award agreements. Each Company Option has an exercise price that is equal or greater than the fair market value of September __, 2000 which provides the underlying shares of Common Stock on the applicable date of grant. The Company shall provide Parent with an updated Outstanding Equity Award Schedule to reflect any changes within ten days prior to the Effective Time. The material terms of all Company Equity Awards are evidenced by award agreements in the Series A Convertible Preferred Stock of the Seller convertible into or exercisable for Seller's Common Stock and the material rights of the holders thereof in respect theretoforms previously made available to Parent.

Capitalization. As of the date of this Agreementhereof, the authorized capital stock of the Seller Company and the shares thereof currently issued and outstanding as of the date hereof consists of 40,000,000 180,000,000 shares of Common Stock Stock, 20,000,000 shares of Class B common stock, par value $0.0001 per share (the “Class B Common Stock”) and 1,000,000 shares of preferred stock, par value $0.0001 per share (the “Preferred Stock”), of which immediately prior to the date of this Agreement, approximately [_________] 16,500,000 shares of Common Stock are issued and outstandingoutstanding as of the date hereof, and, except for [__________], 4,125,000 shares of Class B Common Stock are issued and outstanding as of the date hereof and no shares of preferred stock, debentures or notes Preferred Stock are issued and outstandingoutstanding as of the date hereof. 14,500,000 shares of Common Stock are reserved for issuance upon the exercise of the Warrants. All of such (i) issued and outstanding shares of Common Stock and Class B Common Stock have been duly authorized and validly issued and issued, are fully paid and nonassessable. Except as disclosed in Schedule 3(c)are not subject to pre-emptive rights and (ii) outstanding Warrants have been duly authorized and validly issued, no shares of Common Stock or Preferred Stock are fully paid and are not subject to preemptive rights. No further approval or similar rights authorization of any stockholder of the Company or any liens Subsidiary, the Board of Directors of the Company or encumbrances suffered or permitted by others is required for the Sellerissuance and sale of the Securities. Except As of the date hereof and except as disclosed provided in Schedule 3(cthe Company’s organizational documents, as provided in documents filed as exhibits to the Commission Documents (defined below), as of contemplated by the date of this AgreementTransaction Documents or as set forth on Schedule 2.1(c) hereto: (i) other than shares of the Company’s Class B Common Stock which are convertible into shares of the Company’s Common Stock, no shares of capital stock of the Company are entitled to preemptive, conversion or other rights and there are no outstanding options, warrants, scrip, rights to subscribe to, calls call or commitments of any character whatsoever relating to, or securities or rights convertible into, any shares of capital stock of the Seller or Company; (ii) other than as set forth on Schedule 2.1(c)(ii) hereto, there are no contracts, commitments, understandings understandings, or arrangements by which the Seller Company is or may become bound to issue additional shares of capital stock of the Seller; (ii) Company or options, securities or rights convertible into shares of capital stock of the Company and 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; (iii) other than as set forth on Schedule 2.1(c)(iii) hereto, the Company is 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; and (iiiiv) there are other than the Parent Support Agreements and the Voting Agreement contemplated by the Business Combination Agreement, the Company is not a party to, and it has no unperformed agreements knowledge of, any agreement restricting the voting or arrangements under which transfer of any shares of the Seller is obligated to register capital stock of the Company. The offer and sale of any all capital stock, convertible securities, rights, warrants, or options of its the Company issued prior to each Closing complied in all material respects with all applicable federal and state securities under the 1933 Actlaws. The Seller Company has furnished or made available to the Buyer Subscriber true and correct copies of: (i) of the Seller's Amended and Restated Articles Company’s Certificate of Incorporation, as amended and as in effect on the date hereof (the "Articles of Incorporation"“COI”), (ii) and the Seller's Company’s Bylaws, as amended and in effect on the date hereof (the "“Bylaws"”). Except as restricted under applicable federal, state, local or foreign laws and regulations, the Transaction Documents, or as set forth on Schedule 2.1(c), no written or oral contract, instrument, agreement, commitment, obligation, plan or arrangement of the Company shall limit the payment of dividends on the Company’s Common Stock. Assuming (i) no redemption of shares of Common Stock in connection with the Transactions as set forth in the Commission Documents, (ii) consummation of each of the Transactions and the Initial Closing and the Additional Closing and (iii) no additional exercises following the Articles of Amendment to Articles of Incorporation date hereof by the holders of the Seller dated Company, Schedule 2.1(c)(iv) sets forth the following as of September __, 2000 which provides immediately following the terms Additional Closing: (A) the aggregate number of issued and outstanding and the number of shares of Common Stock issuable upon conversion of all equity linked securities; (B) the aggregate number of shares of Common Stock issued and outstanding; (C) the aggregate number of shares of Common Stock issuable pursuant to outstanding rights to acquire Common Stock (other than options and warrants); (D) with respect to each warrant to purchase shares of capital stock of the Series A Convertible Preferred Stock Company issued and outstanding (x) the identity of the Seller convertible into Person (as defined in the Business Combination Agreement) to which such warrant was issued (unless held in street name), (y) the exercise price of such warrant and (z) the number and type of shares to be issued on upon exercise thereof; and (E) the identity of each Person that is known by us to be the beneficial owner of five percent (5%) or exercisable for Seller's more of the total number of shares of the Company’s outstanding Class A Common Stock and the material rights Class B Common Stock and each such Person’s percentage of the holders thereof in respect theretosuch beneficial ownership.

Capitalization. As of the date of this Agreement, the The entire authorized capital stock of the Seller consists of 40,000,000 one hundred million (100,000,000) shares of Seller Common Stock and 1,000,000 shares of Preferred Stock, out of which immediately prior to the date of this Agreement, approximately [_________] fourteen million (14,000,000) shares of Common Stock are issued and outstanding, and, except two million (2,000,000) shares are reserved for [__________], no issuance as the Purchase Shares hereunder and four million (4,000,000) shares of preferred stock, debentures or notes are issued and outstandingheld in treasury. All of such the issued and outstanding shares of Seller Common Stock as aforesaid have been duly authorized authorized, are validly issued, fully paid, and validly issued non-assessable, and are fully paid owned of record by such Persons and nonassessable. Except in such amounts as disclosed listed in Schedule 3(c), no shares of Common Stock or Preferred Stock are subject to preemptive or similar rights or any liens or encumbrances suffered or permitted by the Seller. Except as disclosed in Schedule 3(c), as ss.3(d) of the date of this Agreement: (i) there Disclosure Schedule. There are no outstanding or authorized options, warrants, scrippurchase rights, rights subscription rights, conversion rights, exchange rights, or other contracts or commitments (other than this Agreement) that could require Seller to subscribe issue, sell, or otherwise cause to become outstanding any of its capital stock. Notwithstanding the foregoing, Buyer expressly acknowledges and agrees that Seller is presently contemplating, and shall in all respects be entitled and authorized to effect in Seller's sole and absolute discretion at any time or from time to time prior to, calls at or commitments after the Closing, one or more issuances of all or any character whatsoever relating toportion of the four million (4,000,000) unreserved shares of Seller Common Stock currently held by Seller in treasury in connection with any potential acquisition or equity-financing transaction(s) as Seller may desire to effect hereafter. There are no outstanding or authorized stock appreciation, phantom stock, profit participation, or securities or similar rights convertible into, with respect to any shares of capital stock of Seller. Section 3(d) of the Disclosure Schedule sets forth true, correct, and complete copies of the unaudited balance sheet, and the related profit and loss statement for the Seller or contractsand each Subsidiary, commitmentson a consolidated basis, understandings or arrangements by which as, at and for the period beginning on January 1, 2004 and ending on September 23, 2004 (the "Seller Financial Statements"). The Seller Financial Statements (i) have been prepared from, and are consistent with, the books and records of the Seller is or may become bound to issue additional shares of capital stock of the Seller; and each respective Subsidiary; (ii) there are no outstanding debt securitiesaccurate and complete in all material respects; and (iii) there are no unperformed agreements or arrangements under which the Seller is obligated to register the sale of any of its securities under the 1933 Act. The Seller has furnished to the Buyer true and correct copies of: (i) the Seller's Amended and Restated Articles of Incorporation, as amended and as in effect on the date hereof (the "Articles of Incorporation"), (ii) the Seller's Bylaws, as in effect on the date hereof (the "Bylaws") and (iii) fairly present, in all material respects, the Articles financial condition and results of Amendment to Articles of Incorporation operations of the Seller dated and its Subsidiaries, on a consolidated basis, as of September __at the dates, 2000 which provides and for the terms of the Series A Convertible Preferred Stock periods, stated therein. The financial books and records of the Seller convertible into or exercisable for Seller's Common Stock and the material rights each of the holders thereof its Subsidiaries are maintained in respect theretoaccordance with sound business practices and applicable legal requirements.

Capitalization. As of the date of this Agreement, the (a) The authorized capital stock of the Seller Company consists of 40,000,000 shares of Common Stock and 1,000,000 (i) 7,500,000 shares of Preferred Stock, par value $0.0001 per share, 500,000 shares of which immediately prior to have been designated Series A Cumulative Convertible Redeemable Preferred Stock, 421,357 shares of which are issued and outstanding and none of which are reserved for issuance, and (ii) 25,000,000 shares of Company Common Stock, of which, as of February 7, 2017, 5,488,094 shares were issued and outstanding, no shares were held in the treasury of the Company, 280,882 shares were issuable upon the conversion of Company Preferred Stock, 493,230 shares were issuable upon the exercise of warrants, 506,400 shares were issuable upon the exercise of options outstanding under the Company option plans listed on Schedule 5.3(a) hereto. Except as set forth on Schedule 5.3 hereto, (i) from February 9, 2017 through the date hereof, no shares of Company Common Stock have been issued, except upon the exercise of options described in the immediately preceding sentence, and (ii) as of the date hereof, there are no outstanding “Company Equity Rights”. For purposes of this Agreement, approximately [_________] Company Equity Rights shall mean subscriptions, options, warrants, calls, commitments, agreements, conversion rights or other rights of any character (contingent or otherwise) to purchase or otherwise acquire from the Company or any of the Company’s Subsidiaries at any time, or upon the happening of any stated event, any shares of the capital stock of the Company). Schedule 5.3 hereto sets forth a complete and accurate list with respect to all outstanding Company Equity Rights as of February 9, 2017 of the holder thereof, the date of grant, the number of shares for which each such Company Equity Right is exercisable, the respective dates upon which each such Company Equity Right vests, becomes exercisable and expires, and the exercise price of each such Company Equity Right. (b) Except as set forth on Schedule 5.3(b), there are no outstanding obligations of the Company or any of the Company’s Subsidiaries to repurchase, redeem or otherwise acquire any shares of capital stock of the Company. (c) All of the issued and outstanding shares of Company Common Stock and Company Preferred Stock are validly issued, fully paid and nonassessable. (d) The authorized capital stock of Novume consists of 30,000,000 shares of Novume Common Stock, par value $0.0001 per share, of which 1,000 shares are validly issued and outstanding, and, except for [__________], no and 2,000,000 shares of preferred stockNovume Preferred Stock, debentures or notes none of which are issued and outstanding. All of such outstanding shares have been duly authorized and validly the issued and outstanding capital stock of Novume is, and at the Effective Time will be, owned by the Company free and clear of any liens, security interests, pledges, agreements, claims, charges or encumbrances, and there are (i) no other shares of capital stock or other voting securities of Novume, (ii) no securities of Novume convertible into or exchangeable for shares of capital stock or other voting securities of Novume and (iii) no options or other rights to acquire from Novume, and no obligations of Novume to issue, any capital stock, other voting securities or securities convertible into or exchangeable for capital stock or other voting securities of Novume. All of the issued and outstanding capital stock of each of Company Merger Sub and Brekford Merger Sub is duly authorized, validly issued, fully paid and nonassessable. , and is owned by Novume free and clear of any liens, security interests, pledges, agreements, claims, charges or encumbrances. (e) Except as disclosed in on Schedule 3(c)5.3 hereto, no shares of Common Stock or Preferred Stock are subject to preemptive or similar rights or any liens or encumbrances suffered or permitted by the Seller. Except as disclosed in Schedule 3(c), as of the date of this Agreement: (i) there are no outstanding optionsstockholder agreements, warrants, scrip, rights voting trusts or other agreements or understandings to subscribe to, calls which the Company is a party or commitments to which it is bound relating to the voting or registration of any character whatsoever relating to, or securities or rights convertible into, any shares of capital stock of the Seller Company. The Company has not taken any action that would result in, nor is the Company a party to any agreement, arrangement or contractsunderstanding not disclosed on Schedule 5.3 hereto, commitments, understandings that would result in any Options to purchase Company Common Stock that are unvested becoming vested in connection with or arrangements by which the Seller is or may become bound to issue additional shares of capital stock as a result of the Seller; (ii) there are no outstanding debt securities; and (iii) there are no unperformed agreements execution and delivery of this Agreement or arrangements under which the Seller is obligated to register the sale of any of its securities under the 1933 Act. The Seller has furnished to the Buyer true and correct copies of: (i) the Seller's Amended and Restated Articles of Incorporation, as amended and as in effect on the date hereof (the "Articles of Incorporation"), (ii) the Seller's Bylaws, as in effect on the date hereof (the "Bylaws") and (iii) the Articles of Amendment to Articles of Incorporation consummation of the Seller dated as of September __, 2000 which provides the terms of the Series A Convertible Preferred Stock of the Seller convertible into or exercisable for Seller's Common Stock and the material rights of the holders thereof in respect theretotransactions contemplated hereby.

Capitalization. As of the date of this Agreement, the The authorized capital stock of the Seller Company consists of 40,000,000 40 million shares of Company Common Stock and 1,000,000 shares of Preferred Stock, of which immediately prior to the date of this Agreement, approximately [_________] shares of Common Stock are issued and outstanding, and, except for [__________], no 15 million shares of preferred stock, debentures or notes are par value $.01 per share (the "Company Preferred Stock"). As of the date hereof, (i) 5,638,707 shares of Company Common Stock were issued and outstanding, all of which were validly issued, fully paid and nonassessable and were not issued in violation of the preemptive (or similar) rights of any stockholder of the Company; (ii) no shares of preferred stock were issued and outstanding; (iii) no shares of Company Common Stock were held in the treasury of the Company; (iv) 876,814 shares of Company Common Stock were reserved for issuance and issuable upon or otherwise deliverable in connection with the exercise of outstanding Company Options issued pursuant to the Plans; (v) 4,521,558 shares of Company Common Stock were reserved for issuance and issuable upon A-5 (d) Authority Relative to Agreement. All The Company has all necessary corporate power and authority to execute and deliver this Agreement, to perform its obligations under this Agreement and to consummate the transactions contemplated hereby. The execution, delivery and performance of such outstanding shares this Agreement by the Company and the consummation by the Company of the transactions contemplated hereby have been duly authorized and validly issued authorized by all necessary corporate action and no other corporate proceedings on the part of the Company are fully paid necessary to authorize this Agreement or to consummate the transactions so contemplated (other than the approval and nonassessable. Except as disclosed in Schedule 3(c), no adoption of the Merger and this Agreement by the holders of a majority of the outstanding shares of Company Common Stock or Preferred Stock are subject to preemptive or similar rights or any liens or encumbrances suffered or permitted Stock). This Agreement has been duly executed and delivered by the Seller. Except as disclosed in Schedule 3(c)Company and, as assuming the due authorization, execution and delivery by the other parties hereto, constitutes a legal, valid and binding obligation of the date Company enforceable against the Company in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of this Agreement: (i) there are no outstanding options, warrants, scrip, creditors' rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, any shares of capital stock of the Seller or contracts, commitments, understandings or arrangements by which the Seller is or may become bound to issue additional shares of capital stock of the Seller; (ii) there are no outstanding debt securities; and (iii) there are no unperformed agreements or arrangements under which the Seller is obligated to register the sale of any of its securities under the 1933 Actgenerally. The Seller has furnished to the Buyer true and correct copies of: (i) the Seller's Amended and Restated Articles of Incorporation, as amended and as in effect on the date hereof (the "Articles of Incorporation"), (ii) the Seller's Bylaws, as in effect on the date hereof (the "Bylaws") and (iii) the Articles of Amendment to Articles of Incorporation of the Seller dated as of September __, 2000 which provides the terms of the Series A Convertible Preferred Stock of the Seller convertible into or exercisable for Seller's Common Stock and the material rights only vote of the holders thereof in respect theretoof any class or series of outstanding securities of the Company required for approval of this Agreement and the Merger is the affirmative vote of the holders of a majority of the outstanding shares of Company Common Stock.

Capitalization. As of the date of this Agreement, the (a) The authorized capital stock of the Seller consists Corporation as of 40,000,000 the date of the Initial Closing shall consist of: (i) 4,000,000 duly authorized shares of Class A Common Stock, of which: (A) 1,900,750 shares of Class A Common Stock shall be validly issued and 1,000,000 outstanding, fully paid and nonassessable, with no personal liability attaching to the ownership thereof; and (B) 2,210,179 shares of Preferred Class A Common Stock shall be duly reserved for issuance upon the exercise of the Warrants and outstanding options and other warrants listed on SCHEDULE 5.2 (whether or not presently exercisable); (ii) 15,000,000 duly authorized shares of Class B Common Stock, of which immediately prior to the date of this Agreement, approximately [_________] 10,927,575 shares of Common Stock are shall have been validly issued and outstanding, andfully paid and nonassessable, except for [__________], with no shares of preferred stock, debentures or notes are issued and outstandingpersonal liability attaching to the ownership thereof. All of such outstanding shares have been duly authorized in each case are owned of record and validly issued and are fully paid and nonassessable. Except as disclosed in Schedule 3(c), no shares of Common Stock or Preferred Stock are subject to preemptive or similar rights or any liens or encumbrances suffered or permitted beneficially by the Seller. Except as disclosed Persons identified on SCHEDULE I attached hereto, without Encumbrance, in Schedule 3(c)the amounts set forth thereon. (b) SCHEDULE 5.2 hereto contains a list, as of the date hereof and assuming the consummation at each Closing of this Agreement: all the transactions contemplated by the Financing Documents (as defined in Section 5.3), of all outstanding warrants, options, agreements, convertible securities or other commitments pursuant to which the Corporation or any stockholder thereof is or may become obligated to issue, sell or otherwise transfer any capital stock or other securities of the Corporation, which list (i) names all parties entitled to receive such shares of capital stock or other securities, (ii) indicates whether or not such shares of capital stock or other securities are entitled to any anti-dilution or similar adjustments upon the issuance of additional securities of the Corporation or otherwise and (iii) sets forth the capital stock or other securities required to be issued thereunder. Except as contemplated hereby, there are are, and immediately upon consummation at each Closing of the transactions contemplated hereby, there will be, no outstanding options, warrants, scrip, preemptive or similar rights to subscribe topurchase or otherwise acquire the capital stock of the Corporation pursuant to any provision of law, calls the Charter, the By-Laws or commitments any agreement to which the Corporation or any shareholder thereof is a party other than as set forth in the Stockholders' Agreement dated as of May 17, 1999 by and among the parties thereto (the "Stockholders' Agreement"). Except as set forth on SCHEDULE 5.2, there is, and immediately upon the consummation at each Closing of the transactions contemplated hereby, there will be, no agreement, restriction or encumbrance (such as a right of first refusal, right of first offer, proxy, voting trust, voting agreement, etc.) with respect to the sale or voting of any character whatsoever relating to, capital stock of the Corporation (whether outstanding or securities issuable upon conversion or rights convertible into, any exercise of outstanding securities) other than as set forth in the Stockholders' Agreement. (c) All of the outstanding shares of capital stock of the Seller or contractsCorporation have been issued in accordance with applicable foreign, commitments, understandings or arrangements by which the Seller is or may become bound to issue additional shares of capital stock of the Seller; (ii) there are no outstanding debt securities; and (iii) there are no unperformed agreements or arrangements under which the Seller is obligated to register state and federal laws and regulations governing the sale and purchase of any of its securities under the 1933 Act. The Seller has furnished to the Buyer true and correct copies of: (i) the Seller's Amended and Restated Articles of Incorporation, as amended and as in effect on the date hereof (the "Articles of Incorporation"), (ii) the Seller's Bylaws, as in effect on the date hereof (the "Bylaws") and (iii) the Articles of Amendment to Articles of Incorporation of the Seller dated as of September __, 2000 which provides the terms of the Series A Convertible Preferred Stock of the Seller convertible into or exercisable for Seller's Common Stock and the material rights of the holders thereof in respect theretosecurities.

Capitalization. As of the date of this Agreement, the (a) The authorized capital stock of the Seller Buyer consists of 40,000,000 30,000,000 shares of common stock, $0.001 par value per share (“Common Stock Stock”), and 1,000,000 shares of Preferred Stock, of which immediately prior to the date of this Agreement, approximately [_________] shares of Common Stock are issued and outstanding, and, except for [__________], no shares of preferred stock, debentures or notes $0.001 par value per share (“Preferred Stock”), of which 7,058,743 shares of Common Stock (the “Buyer Common Shares”) and zero (0) shares of Preferred Stock (the “Buyer Preferred Shares” and together with the Buyer Common Shares, the “Buyer Issued Shares”) are issued and outstandingoutstanding as of the date hereof and as of immediately prior to the Closing. All of such outstanding shares the Buyer Issued Shares (i) have been duly authorized and validly issued and issued, (ii) are fully paid and nonassessable, (iii) were issued in compliance with all applicable state and federal securities Laws, (iv) are not subject to any Liens (other than Permitted Liens), (v) were not issued in violation of any Lien, purchase option, call option, right of first refusal, preemptive rights, subscription right or any similar right under applicable Law, the Buyer’s Organizational Documents or any Contract to which Buyer is a party or by which it is bound. (b) The Buyer Public Warrants are, and after giving effect to the Contemplated Transactions, will be, exercisable for one share of Common Stock at an exercise price of $11.50 per share in accordance with Buyer’s Organizational Documents. As of the date hereof and as of immediately prior to the Closing, 5,310,109 Buyer Public Warrants and 421,107 Buyer Private Warrants are outstanding. No Buyer Warrants are exercisable until 30 days following the Closing. All of the Buyer Warrants (i) are valid and binding obligations of Buyer and enforceable against Buyer in accordance with their respective terms, subject to the Bankruptcy and Equity Exclusion, (iii) were issued in compliance with all applicable state and federal securities Laws, (iv) are not subject to any Liens (other than Permitted Liens), (v) were not issued in violation of any Lien, purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under applicable Law, the Buyer’s Organizational Documents or any Contract to which Buyer is a party or by which it is bound. (c) Other than the Buyer Issued Shares and the Buyer Warrants, there are no other Equity Interests of Buyer authorized, issued, reserved for issuance or outstanding. Except as disclosed expressly contemplated under or set forth in Schedule 3(c)this Agreement and Buyer’s Organizational Documents, no shares of Common Stock or Preferred Stock are subject to preemptive or similar rights or any liens or encumbrances suffered or permitted by the Seller. Except as disclosed in Schedule 3(c), as of the date of this Agreement: Buyer has not (i) there are no granted any outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or other securities or rights convertible into, or exchangeable or exercisable for, any shares Equity Interests of capital stock of the Seller or contracts, commitments, understandings or arrangements by which the Seller is or may become bound to issue additional shares of capital stock of the Seller; Buyer; (ii) entered into any Contracts relating to the issuance, sale, transfer, voting or registration of any Equity Interests of Buyer, or options, warrants, rights or other securities convertible into, or exchangeable or exercisable for, any of the foregoing; or (iii) granted or authorized any stock appreciation, phantom stock, profit participation or similar rights (in each case as to which Buyer has any outstanding liabilities or obligations). Except for the rights of holders of Buyer Common Shares to convert their Buyer Common Shares into cash held in the Trust Account (all of which rights will expire at Closing), there are no outstanding debt securities; andContracts to which Buyer is a party or by which it is bound to repurchase, redeem or otherwise acquire any Equity Interests of Buyer. There are no Contracts to which Buyer is a party or by which it is bound to vote or dispose of any Equity Interest of Buyer and no revocable or irrevocable proxies or voting agreements with respect to any Equity Interests of Buyer. (iiid) there are no unperformed agreements Buyer does not own, directly or arrangements under which the Seller is obligated to register the sale indirectly, any Equity Securities of any of its securities under the 1933 Act. other Person. (e) The Seller has furnished to the Buyer true Consideration Shares, when and correct copies of: if issued, shall be (i) the Seller's Amended duly authorized, validly issued, fully paid and Restated Articles of Incorporation, as amended and as in effect on the date hereof (the "Articles of Incorporation")nonassessable, (ii) the Seller's Bylawsissued in compliance with all applicable state and federal securities Laws, as in effect on the date hereof (the "Bylaws") and (iii) not subject to any Liens (other than Permitted Liens), (iv) not issued in violation of any lien, purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under applicable Law, Buyer’s Organizational Documents or any Contract to which Buyer is a party or by which it is bound, and (v) an amount of Equity Securities of Buyer sufficient to constitute “control” of Buyer within the Articles meaning of Amendment to Articles of Incorporation of the Seller dated as of September __, 2000 which provides the terms of the Series A Convertible Preferred Stock of the Seller convertible into or exercisable for Seller's Common Stock and the material rights of the holders thereof in respect theretoCode Section 368(c).

Capitalization. As Schedule 3.3 sets forth as of the date of this Agreement, hereof (a) the authorized capital stock of the Seller consists Company; (b) the number of 40,000,000 shares of Common Stock and 1,000,000 shares of Preferred Stock, of which immediately prior to the date of this Agreement, approximately [_________] shares of Common Stock are capital stock issued and outstanding, and, except for [__________], no ; (c) the number of shares of preferred stockcapital stock remaining available for issuance pursuant to the Company’s stock plans; and (d) the number of shares of capital stock issuable and reserved for issuance pursuant to outstanding securities exercisable for, debentures or notes are issued and outstandingconvertible into or exchangeable for, any shares of capital stock of the Company. All of such the issued and outstanding shares of the Company’s capital stock have been duly authorized and validly issued and are fully paid paid, nonassessable and nonassessablefree of pre-emptive rights and were issued in full compliance with applicable state and federal securities law and any rights of third parties. All of the issued and outstanding shares of capital stock of each Subsidiary have been duly authorized and validly issued and are fully paid, nonassessable and free of pre-emptive rights, were issued in full compliance with applicable state and federal securities law and any rights of third parties and are owned by the Company, beneficially and of record, subject to no lien, encumbrance or other adverse claim, except the issued and outstanding capital stock, membership units or other securities owned or held of record by the Company in its Subsidiaries that have been pledged as collateral under that certain Amended and Restated Loan and Security Agreement, dated as of August 23, 2013, by and among the Company, the entities from time to time party thereto as Lenders and White Oak Global Advisors, LLC (the “Existing Credit Agreement”). No Person is entitled to pre-emptive or similar statutory or contractual rights with respect to any securities of the Company. Except as described on Schedule 3.3, there are no outstanding warrants, options, convertible securities or other rights, agreements or arrangements of any character under which the Company or any of its Subsidiaries is or may be obligated to issue any equity securities of any kind and except as contemplated by this Agreement and shares issued to officers, directors, employees, and consultants pursuant to employee benefit plans (“Benefit Plans”) as disclosed in the SEC Reports; and neither the Company nor any of its Subsidiaries has any commitments for the issuance of any equity securities of any kind, other than in connection with this Agreement or as described on Schedule 3(c)3.3. Except as described on Schedule 3.3 and except for the Amended and Restated ▇▇▇ and Benefit Plans, there are no voting agreements, buy-sell agreements, option or right of first purchase agreements or other agreements of any kind among the Company and any of the securityholders of the Company relating to the securities of the Company held by them. Except as described on Schedule 3.3 and except as provided in the Amended and Restated ▇▇▇, no Person has the right to require the Company to register any securities of the Company under the Securities Act, whether on a demand basis or in connection with the registration of securities of the Company for its own account or for the account of any other Person. The issuance and sale of the Preferred Shares and Warrants and the issuance of Common Stock upon the conversion of the Preferred Shares and the exercise of the Warrants hereunder, subject to the Requisite Stockholder Approval, will not obligate the Company to issue shares of Common Stock or Preferred Stock are subject other securities to preemptive any other Person (other than the Purchasers) and will not result in the adjustment of the exercise, conversion, exchange or similar rights or reset price of any liens or encumbrances suffered or permitted by the Selleroutstanding security. Except as disclosed in described on Schedule 3(c)3.3, as of the date of this Agreement: (i) there are no Company does not have outstanding options, warrants, scrip, stockholder purchase rights to subscribe to, calls or commitments of “poison pill” or any character whatsoever relating to, or securities or rights convertible into, any shares of capital stock of the Seller or contracts, commitments, understandings or arrangements by which the Seller is or may become bound to issue additional shares of capital stock of the Seller; (ii) there are no outstanding debt securities; and (iii) there are no unperformed agreements or arrangements under which the Seller is obligated to register the sale of any of its securities under the 1933 Act. The Seller has furnished to the Buyer true and correct copies of: (i) the Seller's Amended and Restated Articles of Incorporation, as amended and as similar arrangement in effect on giving any Person the date hereof (right to purchase any equity interest in the "Articles Company upon the occurrence of Incorporation"), (ii) the Seller's Bylaws, as in effect on the date hereof (the "Bylaws") and (iii) the Articles of Amendment to Articles of Incorporation of the Seller dated as of September __, 2000 which provides the terms of the Series A Convertible Preferred Stock of the Seller convertible into or exercisable for Seller's Common Stock and the material rights of the holders thereof in respect theretocertain events.

Capitalization. As of the date of this Agreement, the The authorized capital stock of the Seller Company consists of 40,000,000 (a) 50,000,000 shares of Common Stock of which 21,393,070 shares were outstanding on August 10, 1998, all of which are fully paid and nonassessable; and (b) 5,000,000 shares of Preferred Stock, $.01 par value, of which 2,000 shares have been designated Series A Convertible Preferred Stock and of which 2000 shares are outstanding, 3,000 shares have been designated Series B Senior Convertible Preferred Stock and of which 3,000 shares are outstanding, of which 300,000 shares have been designated Series C Convertible Preferred Stock (the "Series C Stock") and of which 195,073 shares are outstanding, and of which 6,500 shares will be designated as Series D Convertible Preferred Stock, of which 5,000 shares will be issued pursuant to this Agreement and the other Note Purchase and Exchange Agreements, dated as of the date hereof, being entered into in connection herewith (the "Other Agreements"); and on the Closing Date there will be (x) no material increase from August 10, 1998 in the number of shares of Common Stock outstanding and (y) no issuances of preferred stock except as issued pursuant to this Agreement and the Other Agreements. As of August 10, 1998, the Company had outstanding options, warrants and similar rights entitling the holders to purchase 14,563,462 shares of Common Stock. Other than as set forth in the preceding sentence, the Company does not have outstanding any material amount of securities (or obligations to issue any such securities) convertible into, exchangeable for or otherwise entitling the holders thereof to acquire shares of Common Stock, except as disclosed in the SEC Reports. The Company has duly reserved from its authorized and unissued shares of Common Stock the full number of shares required for (a) all options, warrants, convertible securities and other rights to acquire shares of Common Stock which are outstanding and (b) all shares of Common Stock and 1,000,000 shares of Preferred Stock, of which immediately prior options and other rights to the date of this Agreement, approximately [_________] acquire shares of Common Stock are which may be issued or granted under the stock option and outstandingsimilar plans which have been adopted by the Company or any of the Subsidiaries. Each outstanding class or series of securities for which any antidilution or similar adjustment arising by reason of the issuance or conversion of the Note, andthe Interest Notes, except for [__________]the Preferred Shares, no and the Dividend Shares or the issuance or exercise of the Warrants or promissory notes (the "Other Notes") and warrants to be issued pursuant to the Note Purchase Agreement and the Other Agreements or the shares of preferred stockPreferred Stock and warrants to be issued pursuant to the Other Agreements will occur is identified on SCHEDULE 3(b)-1 attached hereto, debentures or notes are issued and outstanding. All together with the amount of such antidilution adjustment. The outstanding shares of Common Stock and outstanding options, warrants and other securities convertible into, exchangeable for or otherwise entitling the holder thereof to acquire shares of Common Stock have been duly authorized and validly issued. None of such outstanding shares of Common Stock, options, warrants and other securities has been issued in violation of the preemptive rights of any securityholder of the Company. The offers and are fully paid and nonassessable. Except as disclosed in Schedule 3(c), no sales of the outstanding shares of Common Stock or Preferred Stock are subject to preemptive or similar rights or any liens or encumbrances suffered or permitted by the Seller. Except as disclosed in Schedule 3(c), as of the date of this Agreement: (i) there are no outstanding and such options, warrants, scrip, rights to subscribe to, calls warrants and other securities were at all relevant times either registered under the 1933 Act and applicable state securities laws or commitments of any character whatsoever relating to, or securities or rights convertible into, any shares of capital stock of the Seller or contracts, commitments, understandings or arrangements by which the Seller is or may become bound to issue additional shares of capital stock of the Seller; (ii) there are no outstanding debt securities; and (iii) there are no unperformed agreements or arrangements under which the Seller is obligated to register the sale exempt from such requirements. No holder of any of its the Company's securities under has any rights, "demand," "piggy-back" or otherwise, to have such securities registered by reason of the 1933 Act. The Seller has furnished intention to file, filing or effectiveness of the Buyer true and correct copies of: Registration Statement (i) as defined in the Seller's Amended and Restated Articles of Incorporation, as amended and as in effect on the date hereof (the "Articles of Incorporation"Registration Rights Agreement), (ii) the Seller's Bylaws, except as in effect set forth on the date hereof (the "Bylaws") and (iii) the Articles of Amendment to Articles of Incorporation of the Seller dated as of September __, 2000 which provides the terms of the Series A Convertible Preferred Stock of the Seller convertible into or exercisable for Seller's Common Stock and the material rights of the holders thereof in respect theretoSCHEDULE 3(b)-2 attached hereto.

Capitalization. (a) As of the date of this Agreement, the authorized share capital stock of the Seller Company consists of 40,000,000 shares 8,000,000,000 Class A Shares and 2,000,000,000 Class B Shares. As of Common Stock and 1,000,000 shares of Preferred Stock, of which immediately prior to the date of this Agreement, approximately [_________] shares of Common Stock (i)(A) 41,084,851 Class A Shares are issued and outstanding, and, except (B) 20,000,000 Class A Shares are reserved and available for [__________], no shares of preferred stock, debentures or notes issuance pursuant to share-based compensation awards granted under the Company’s SpiderMan Share Incentive Plan (the “Company ESOP”) and (ii) 204,526,627 Class B Shares are issued and outstanding. All of such outstanding shares have been duly authorized and validly issued and are fully paid and nonassessable. Except as disclosed set forth in Schedule 3(c), no shares of Common Stock or Preferred Stock are subject to preemptive or similar rights or any liens or encumbrances suffered or permitted by this Section 3.03(a) and other than the Seller. Except as disclosed in Schedule 3(c)VP Convertible Note, as of the date of this Agreement: (i, no Securities were issued, reserved for issuance or outstanding and no securities of any of its Subsidiaries convertible into or exchangeable or exercisable for any Securities were issued or are outstanding. All outstanding Ordinary Shares are, and all such shares that may be issued prior to the date hereof will be, when issued, duly authorized, validly issued, fully paid and non-assessable and not subject to preemptive rights. Except for any obligations pursuant to this Agreement, Sale I Shares SPA, or as otherwise set forth above in this Section 3.03(a) and other than pursuant to the VP Convertible Note or Company ESOP, as of the date of this Agreement, there are no options or other rights to acquire from the Company, or other obligation of the Company to issue, any additional Securities, and there are no outstanding optionsobligations of the Company or any of its Subsidiaries to repurchase, warrantsredeem or otherwise acquire any Securities. (b) All of the outstanding capital or other voting securities of each Subsidiary is owned by the Company, scripdirectly or indirectly, free and clear of any Encumbrance. All of the issued equity securities of each Subsidiary of the Company are validly issued, fully paid and non-assessable, and were issued in compliance with the applicable registration and qualification requirements of Applicable Laws. (c) There are no preemptive rights, registration rights, rights of first offer, rights of first refusal, tag-along rights, director appointment rights, governance rights, veto rights or other similar rights with respect to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, any shares of capital stock the Securities of the Seller or contractsCompany that have been granted to any Person. (d) After giving effect to the transactions contemplated herein and in the Sale I Shares SPA, commitments, understandings or arrangements by which the Seller is or may become bound to issue additional shares of capital stock Sale II Shares shall represent (i) 2.29% of the Seller; total outstanding share capital of, and (ii) there are no outstanding debt securities; and (iii) there are no unperformed agreements or arrangements under which the Seller is obligated to register the sale of any of its securities under the 1933 Act. The Seller has furnished to the Buyer true and correct copies of: (i) the Seller's Amended and Restated Articles of Incorporation, as amended and as in effect on the date hereof (the "Articles of Incorporation"), (ii) the Seller's Bylaws, as in effect on the date hereof (the "Bylaws") and (iii) the Articles of Amendment to Articles of Incorporation 0.15% of the Seller dated as total voting power represented by the total outstanding share capital of, the Company, in each case on a fully diluted basis (including, for the avoidance of September __doubt, 2000 which provides the terms of the Series A Convertible Preferred Stock of the Seller convertible into or exercisable for Seller's Common Stock and the material rights of the holders thereof in respect theretoall shares issuable under Company ESOP).

Capitalization. (a) As of the date hereof, the authorized capital stock of Buyer consists of 111,000,000 shares of capital stock, each with a par value of $0.0001 per share, including (i) 100,000,000 shares of Buyer Class A Common Stock and (ii) 10,000,000 shares of Buyer Class B Common Stock and (iii) 1,000,000 shares of preferred stock, of which (A) 27,600,000 shares of Buyer Class A Common Stock are issued and outstanding as of the date of this Agreement, the authorized capital stock (B) 6,900,000 shares of Buyer Class B Common Stock are issued and outstanding as of the Seller consists date of 40,000,000 this Agreement and (C) no shares of Common Stock preferred stock are issued and 1,000,000 shares outstanding as of Preferred Stock, of which immediately prior to the date of this Agreement, approximately [_________] shares of Common Stock are issued and outstanding, and, except for [__________], no shares of preferred stock, debentures or notes are issued and outstanding. All of such the issued and outstanding shares of Buyer Common Stock and Buyer Warrants (1) have been duly authorized and validly issued and are fully paid and nonassessable, (2) were issued in compliance in all material respects with applicable Law, (3) were not issued in breach or violation of any preemptive rights or Contract and (4) are fully vested and not otherwise subject to a substantial risk of forfeiture within the meaning of Section 83 of the Code, except as disclosed in the Buyer SEC Reports with respect to certain Buyer Common Stock held by the Sponsor. As of the date hereof, Buyer has issued 19,440,000 Buyer Warrants that entitle the holder thereof to purchase Buyer Class A Common Stock at an exercise price of $11.50 per share on the terms and conditions set forth in the applicable warrant agreement. (b) Immediately prior to the completion of the Merger, the authorized capital stock of Buyer will be as set forth in the Buyer Charter. All shares of Buyer Common Stock to be issued pursuant to this Agreement will, when issued, (i) be duly authorized and validly issued and fully paid and nonassessable, (ii) assuming the accuracy of the Company’s representations and warranties hereunder, be issued in compliance in all material respects with applicable Law and (iii) not be issued in breach or violation of any preemptive rights or Contract. (c) Except for this Agreement and the Buyer Warrants, as of the date hereof, there are (i) no subscriptions, calls, options, warrants, rights or other securities convertible into or exchangeable or exercisable for shares of Buyer Common Stock or the equity interests of Buyer, or any other Contracts to which Buyer is a party or by which Buyer is bound obligating Buyer to issue or sell any shares of capital stock of, other equity interests in or debt securities of, Buyer, and (ii) no equity equivalents, stock appreciation rights, phantom stock ownership interests or similar rights in Buyer. Except as disclosed in Schedule 3(c)the Buyer SEC Reports, the Buyer Organizational Documents or in the Sponsor Support Agreement, there are no shares outstanding contractual obligations of Common Stock Buyer to repurchase, redeem or Preferred Stock otherwise acquire any securities or equity interests of Buyer. There are subject no outstanding bonds, debentures, notes or other indebtedness of Buyer having the right to preemptive vote (or similar rights convertible into, or exchangeable for, securities having the right to vote) on any liens or encumbrances suffered or permitted by the Sellermatter for which Buyer Stockholders may vote. Except as disclosed in Schedule 3(c)the Buyer SEC Reports, as Buyer is not a party to any shareholders agreement, voting agreement or registration rights agreement relating to Buyer Common Stock or any other equity interests of Buyer. Except for the date of this Agreement: (i) there are no outstanding optionsother Buyer Parties, warrantsBuyer does not own any capital stock or any other equity interests in any other Person or have any right, scripoption, rights to subscribe towarrant, calls conversion right, stock appreciation right, redemption right, repurchase right, agreement, arrangement or commitments commitment of any character whatsoever relating tounder which a Person is or may become obligated to issue or sell, or securities give any right to subscribe for or rights convertible intoacquire, or in any way dispose of, any shares of the capital stock or other equity interests, or any securities or obligations exercisable or exchangeable for or convertible into any shares of the Seller or contracts, commitments, understandings or arrangements by which the Seller is or may become bound to issue additional shares of capital stock or other equity interests, of the Seller; (ii) there are no outstanding debt securities; and (iii) there are no unperformed agreements or arrangements under which the Seller is obligated to register the sale of any of its securities under the 1933 Act. The Seller has furnished to the Buyer true and correct copies of: (i) the Seller's Amended and Restated Articles of Incorporation, as amended and as in effect on the date hereof (the "Articles of Incorporation"), (ii) the Seller's Bylaws, as in effect on the date hereof (the "Bylaws") and (iii) the Articles of Amendment to Articles of Incorporation of the Seller dated as of September __, 2000 which provides the terms of the Series A Convertible Preferred Stock of the Seller convertible into or exercisable for Seller's Common Stock and the material rights of the holders thereof in respect theretosuch Person.

Capitalization. (a) The authorized share capital of the Company consists of 12,000,000,000 Shares. As of the date of this AgreementMarch 31, the authorized capital stock of the Seller consists of 40,000,000 shares of Common Stock and 1,000,000 shares of Preferred Stock2016, of which immediately prior to the date of this Agreement, approximately [_________] shares of Common Stock (i) 4,771,610,860 Shares are issued and outstanding, and, except for [__________], no shares all of preferred stock, debentures or notes are issued and outstanding. All of such outstanding shares which have been duly authorized and are validly issued and are issued, fully paid and nonassessablenon-assessable, (ii) 74,279,400 Shares are held in the treasury of the Company, (iii) 74,279,400 Shares have been issued to the Depositary and are held in the Company’s name and reserved for issuance pursuant to outstanding Options granted pursuant to the Equity Compensation Plans (and for the avoidance of doubt, are not included in the number of issued and outstanding Shares set forth in clause ‎(i) above) and (iv) 573,570,000 Restricted Shares are outstanding (and for the avoidance of doubt, are not included in the number of issued and outstanding Shares set forth in clause ‎(i) above). Except as disclosed All issued and outstanding share capital of the Company has been, and all Shares that may be issued pursuant to any Equity Compensation Plan will be, when issued in accordance with the respective terms thereof, duly authorized and validly issued, fully paid and nonassessable and free of preemptive rights. (b) ‎Section 4.05(b) of the Company Disclosure Schedule 3(c), no shares of Common Stock or Preferred Stock are subject to preemptive or similar rights or any liens or encumbrances suffered or permitted by the Seller. Except as disclosed in Schedule 3(c)sets forth, as of the date of this Agreement: (i) there are no outstanding optionshereof, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, any shares of capital stock a list of the Seller or contractsissued and outstanding Options, commitments, understandings or arrangements by which the Seller is or may become bound and with respect to issue additional shares each batch of capital stock of the Seller; (ii) there are no outstanding debt securities; and (iii) there are no unperformed agreements or arrangements under which the Seller is obligated to register the sale of any of its securities under the 1933 Act. The Seller has furnished to the Buyer true and correct copies of: Options (i) the Seller's Amended number of Shares subject to each such Option and Restated Articles (ii) the Exercise Price of Incorporationsuch Option, if applicable. ‎Section 4.05(b) of the Company Disclosure Schedule sets forth, as amended and as in effect on of the date hereof hereof, a list of the issued and outstanding Restricted Shares, and the vesting schedule and other vesting conditions (if any) of such Restricted Shares. The grant of each outstanding Option and Restricted Share was properly approved by the "Articles Company Board (or a duly authorized committee or subcommittee thereof) in compliance with the terms of Incorporation")the applicable Equity Compensation Plan and all Applicable Laws in all material respects. Except as required pursuant to the Equity Compensation Plan or award agreements evidencing Options or Restricted Shares set forth in ‎Section 4.05(b) of the Company Disclosure Schedule, there are no commitments or agreements of any character to which the Company or any of its Subsidiaries is bound obligating such Person to accelerate or otherwise alter the vesting of any Option or Restricted Share as a result of the Transactions. The Company has made available to Parent accurate and complete copies of each Equity Compensation Plan pursuant to which the Company has granted the Options and Restricted Shares that are currently outstanding. (c) There are no outstanding bonds, debentures, notes or other indebtedness of the Company having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which shareholders of the Company may vote. Except as set forth in this ‎Section 4.05 and for changes since the date of this Agreement resulting from the exercise of Options or vesting of Restricted Shares outstanding on such date, there are no issued, reserved for issuance or outstanding (i) shares of share capital or other voting securities of or ownership interests in the Company, (ii) securities of the Seller's Bylaws, as Company convertible into or exchangeable for shares of share capital or other voting securities of or ownership interests in effect on the date hereof (the "Bylaws") and Company or (iii) warrants, calls, options or other rights to acquire from the Articles of Amendment to Articles of Incorporation Company, or other obligation of the Seller dated as of September __Company to issue, 2000 which provides the terms of the Series A Convertible Preferred Stock of the Seller any share capital, voting securities or securities convertible into or exercisable exchangeable for Seller's Common Stock and the material rights share capital or voting securities of the holders thereof Company or (iv) restricted shares, share appreciation rights, performance units, contingent value rights, “phantom” share or similar securities or rights that are derivative of, or provide economic benefits based, directly or indirectly, on the value or price of, any share capital of or voting securities of the Company (the items in clauses ‎(i) through ‎(iv) being referred to collectively as the “Company Securities”). There are no outstanding obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any of the Company Securities. Neither the Company nor any of its Subsidiaries is a party to any voting agreement with respect theretoto the voting of any Company Securities. (d) None of the Company Securities are owned by any Subsidiary of the Company.

Capitalization. As Schedule 4.3 sets forth as of the date of this Agreement, hereof (a) the authorized capital stock of the Seller consists Company; (b) the number of 40,000,000 shares of Common Stock and 1,000,000 shares of Preferred Stock, of which immediately prior to the date of this Agreement, approximately [_________] shares of Common Stock are capital stock issued and outstanding, and, except for [__________], no ; (c) the number of shares of preferred stockcapital stock issuable pursuant to the Company’s stock plans; and (d) the number of shares of capital stock issuable and reserved for issuance pursuant to securities (other than the Shares and the Warrants) exercisable for, debentures or notes are issued and outstandingconvertible into or exchangeable for any shares of capital stock of the Company. All of such the issued and outstanding shares of the Company’s capital stock have been duly authorized and validly issued and are fully paid paid, nonassessable and nonassessablewere issued in compliance in all material respects with applicable state and federal securities law and any rights of third parties. Except as disclosed described on Schedule 4.3, all of the issued and outstanding shares of capital stock of each Subsidiary have been duly authorized and validly issued and are fully paid, nonassessable and free of pre-emptive rights, were issued in compliance in all material respects with applicable state and federal securities law and any rights of third parties and are owned by the Company, beneficially and of record, subject to no lien, encumbrance or other adverse claim. Except as described on Schedule 3(c)4.3, no Person is entitled to pre-emptive or similar statutory or contractual rights with respect to any securities of the Company. Except for the Merger Agreement and except as described on Schedule 4.3, there are no outstanding warrants, options, convertible securities or other rights, agreements or arrangements of any character under which the Company or any of its Subsidiaries is or may be obligated to issue any equity securities of any kind and except as contemplated by this Agreement and the Merger Agreement, neither the Company nor any of its Subsidiaries is currently in negotiations for the issuance of any equity securities of any kind. Except for the [Bravo] Transaction Documents and the Registration Rights Agreement or as described on Schedule 4.3, there are no voting agreements, buy-sell agreements, option or right of first purchase agreements or other agreements of any kind 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 the [Bravo] Transaction Documents and the Registration Rights Agreement or as described on Schedule 4.3, no Person has the right to require the Company to register any securities of the Company under the 1933 Act, whether on a demand basis or in connection with the registration of securities of the Company for its own account or for the account of any other Person. Except as described on Schedule 4.3, the issuance and sale of the Securities hereunder will not obligate the Company to issue shares of Common Stock or Preferred Stock are subject other securities to preemptive any other Person (other than the Investors) and will not result in the adjustment of the exercise, conversion, exchange or similar rights or reset price of any liens or encumbrances suffered or permitted by the Selleroutstanding security. Except as disclosed in described on Schedule 3(c)4.3, as of the date of this Agreement: (i) there are no Company does not have outstanding options, warrants, scrip, stockholder purchase rights to subscribe to, calls or commitments of “poison pill” or any character whatsoever relating to, or securities or rights convertible into, any shares of capital stock of the Seller or contracts, commitments, understandings or arrangements by which the Seller is or may become bound to issue additional shares of capital stock of the Seller; (ii) there are no outstanding debt securities; and (iii) there are no unperformed agreements or arrangements under which the Seller is obligated to register the sale of any of its securities under the 1933 Act. The Seller has furnished to the Buyer true and correct copies of: (i) the Seller's Amended and Restated Articles of Incorporation, as amended and as similar arrangement in effect on giving any Person the date hereof (right to purchase any equity interest in the "Articles Company upon the occurrence of Incorporation"), (ii) the Seller's Bylaws, as in effect on the date hereof (the "Bylaws") and (iii) the Articles of Amendment to Articles of Incorporation of the Seller dated as of September __, 2000 which provides the terms of the Series A Convertible Preferred Stock of the Seller convertible into or exercisable for Seller's Common Stock and the material rights of the holders thereof in respect theretocertain events.

Capitalization. As of the date of this AgreementThe authorized, the authorized capital stock of the Seller consists of 40,000,000 shares of Common Stock and 1,000,000 shares of Preferred Stock, of which immediately prior to the date of this Agreement, approximately [_________] shares of Common Stock are issued and outstanding, and, except for [__________], no shares of preferred stock, debentures or notes are issued and outstanding. All of such outstanding shares have been duly authorized and validly issued and are fully paid and nonassessable. Except as disclosed in Schedule 3(c), no shares of Common Stock or Preferred Stock are subject to preemptive or similar rights or any liens or encumbrances suffered or permitted by the Seller. Except as disclosed in Schedule 3(c), as of the date of this Agreement: (i) there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, any shares of capital stock of the Seller Company are as set forth in the Registration Statement and the Prospectus (except for subsequent issuances, if any, pursuant to this Agreement or contractsthe Alternative Distribution Agreements, commitmentspursuant to reservations, understandings agreements or arrangements by which employee benefit plans referred to in the Seller is Registration Statement and the Prospectus, or may become bound pursuant to issue additional the exercise, redemption, or exchange of convertible or exchangeable securities, options or warrants referred to in the Registration Statement and the Prospectus, including units of common limited partner interest in the Operating Partnership (the “Common Units”), or unregistered issuances not required to be disclosed pursuant to the Exchange Act, the Securities Act or any regulation promulgated thereunder); the outstanding shares of capital stock or partner or member interests, of the Seller; Company and each subsidiary of the Company, including the Operating Partnership and its subsidiaries (ii) each, a “Subsidiary” and collectively, the “Subsidiaries”), as applicable, have been duly and validly authorized and issued and are fully paid and, with respect to shares of capital stock, member interests and limited partner interests, non-assessable (except to the extent such non-assessability may be affected by Sections 17-303, 17-607 and 17-804 of the Delaware Revised Uniform Limited Partnership Act or Sections 18-607 and 18-804 of the Delaware Limited Liability Company Act), and, except as disclosed in Exhibit A to the Third Amended and Restated Agreement of Limited Partnership of the Operating Partnership (the “Partnership Agreement”), all of the outstanding shares of capital stock or partner or member interests of the Subsidiaries are directly or indirectly owned of record and beneficially by the Company, free and clear of any pledge, lien, encumbrance, security interest or other claim, except for security interests in favor of lenders created pursuant to or in connection with loan documents disclosed in the Registration Statement and the Prospectus, and, except as disclosed in the Registration Statement and the Prospectus, there are no outstanding debt securities; and (iiiA) there are no unperformed agreements securities or arrangements under which obligations of the Seller is obligated to register the sale of Company or any of its securities under the 1933 Act. The Seller has furnished to the Buyer true and correct copies of: (i) the Seller's Amended and Restated Articles of Incorporation, as amended and as in effect on the date hereof (the "Articles of Incorporation"), (ii) the Seller's Bylaws, as in effect on the date hereof (the "Bylaws") and (iii) the Articles of Amendment to Articles of Incorporation of the Seller dated as of September __, 2000 which provides the terms of the Series A Convertible Preferred Stock of the Seller Subsidiaries convertible into or exercisable exchangeable or redeemable for Seller's Common Stock and the material rights any capital stock or other equity interests of the holders thereof in respect theretoCompany or any Subsidiary, (B) warrants, rights or options to subscribe for or purchase from the Company or any Subsidiary any such capital stock or other equity interests or any such convertible or exchangeable securities or obligations, or (C) obligations of the Company or any Subsidiary to issue any shares of capital stock or other equity interests, any convertible or exchangeable or redeemable securities or obligation, or any warrants, rights or options.

Capitalization. As of the date of this Agreement, the (a) The authorized capital stock of the Seller Company consists of 40,000,000 shares of (i) 2,080,000 Common Stock and 1,000,000 shares of Preferred StockShares, of which immediately prior to as of the date of this Agreement, approximately [_________] shares of hereof 1,663,050 Common Stock Shares are issued and outstanding, and, except for [__________], no outstanding and (ii) 100,000 shares of preferred stock, debentures or notes of which no shares are issued and outstanding. All No shares of such outstanding shares have been duly authorized and validly capital stock of the Company are issued and are fully paid and nonassessable. Except as disclosed in Schedule 3(c), no shares of Common Stock or Preferred Stock are subject to preemptive or similar rights or any liens or encumbrances suffered or permitted held by the Seller. Except as disclosed Company in Schedule 3(c), as of the date of this Agreement: (i) there are its treasury and no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, Company Subsidiary owns any shares of capital stock of the Seller Company. The Company has three issued and outstanding Warrants, and three Common Shares are reserved for issuance in respect of the Warrants. The Company has 105,748.975 issued and outstanding Stock Appreciation Rights. (b) The Company has provided or contractsmade available to Parent true and complete copies of the following (collectively, commitments, understandings the "Equityholder Agreements") (A) any contract or arrangements by agreement with any Stockholder to which the Seller Company is a party or may become bound to issue additional bound, including (1) the Securityholders' Agreement, dated as of December 18, 2009, among the Company and certain Stockholders (as amended, the "Securityholders' Agreement") and (2) the Registration Rights Agreement, dated as of December 18, 2009, among the Company and certain Stockholders, (B) the Warrants (or a form thereof) and the Warrant Agreement, dated as of December 18, 2009, by and among the Company and American Stock Transfer & Trust Company, LLC and (C) the Stock Appreciation Agreements (or forms thereof) and the Company Stock Plans. (c) All of the issued and outstanding shares of capital stock of the Seller;Company have been duly authorized and validly issued, are fully paid and nonassessable, are free of preemptive rights, are free of any Liens created by the Company in respect thereof, and are uncertificated shares held in book-entry form by the Paying Agent in its capacity as the transfer agent for the Company. All issued and outstanding Common Shares and Warrants were issued or entered into, as applicable, in compliance with applicable Law. Each of the Stock Appreciation Rights were issued in compliance with applicable Law and the applicable Company Stock Plan under terms that are either exempt from or in compliance with Section 409A except as would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect. No Warrant was granted to a Person in exchange for the performance of services or as an inducement to perform future services to the Company or any Company Subsidiary by such Person. (d) Schedule I sets forth, as of the date hereof, and Final Schedule I shall set forth, as of the Closing Date, true and complete lists (in the case of the names of the Equityholders, by American Stock Transfer & Trust Company, LLC account number or other identifier, as applicable) as of such respective dates of (i) the Stockholders and the number of Common Shares owned by each such Stockholder, (ii) the holders of outstanding Warrants and the number of Common Shares subject to each such Warrant, the exercise price therefor, the extent to which such Warrant is exercisable and the date on which such Warrant expires and (iii) the holders of outstanding Stock Appreciation Rights and whether such Stock Appreciation Rights are vested or unvested, the number of Common Shares subject to each such Stock Appreciation Right and the base price therefor. (e) Section 4.2(e) of the Disclosure Schedule sets forth the following information with respect to each Company Subsidiary as of the date hereof: (i) its jurisdiction of organization and (ii) the percentage and type of such capital stock or other equity interests owned by the Company or any Company Subsidiary. Each issued and outstanding share of capital stock or other equity interests of each Company Subsidiary has been duly authorized and validly issued, is fully paid and nonassessable (to the extent applicable) and is free of preemptive rights. All such shares of capital stock or other equity interests of each Company Subsidiary that are owned by the Company or any Company Subsidiary are owned free and clear of any and all Liens (other than Permitted Liens). (f) Except for the transactions expressly contemplated by this Agreement in respect of the Common Shares, Warrants and Stock Appreciation Rights and except for the Credit Agreement, Warrants and Stock Appreciation Rights or as set forth in Section 4.2(f) of the Disclosure Schedule: (i) there are no options, warrants, convertible or exchangeable securities, or other rights (including registration rights) authorized or outstanding, nor any agreements, arrangements or commitments to which the Company or any Company Subsidiary is a party or by which the Company or any Company Subsidiary is bound, relating to the issued or unissued capital stock or other equity interests of the Company or any Company Subsidiary or obligating the Company or any Company Subsidiary to grant, issue or sell any shares of the capital stock or other equity interests (or to grant, extend, accelerate the vesting of, change the price of, or otherwise amend any warrant, option, convertible or exchangeable security, stock appreciation right or other such right) of the Company or any Company Subsidiary or subjecting any such share of capital stock or other equity interest to any vesting, forfeiture, right of first refusal, right of first offer, tag-along right, drag-along right or similar right; (ii) there are no outstanding debt securitiesrights or obligations, contingent or otherwise, of the Company or any Company Subsidiary to repurchase, redeem or otherwise acquire any shares of the capital stock or other equity interests of the Company or any Company Subsidiary or to distribute to holders of any such shares or equity interest any evidence of indebtedness or assets; and (iii) there are no unperformed outstanding or authorized stock appreciation, dividend equivalent, phantom stock, profit participation or other similar rights with respect to the Company, any Company Subsidiary or any of their respective securities; (iv) there are no issued or outstanding bonds, debentures, notes or other indebtedness issued by the Company or any Company Subsidiary having the right to vote on any matters on which stockholders or equityholders of the Company or any Company Subsidiary may vote (or which are convertible into, or exchangeable for, securities having such right) or the value of which is directly based upon or derived from the capital stock, voting securities, or other ownership interests of the Company or any Company Subsidiary; (v) there are no declared or accrued unpaid dividends with respect to any shares of capital stock of the Company; and (vi) there are no voting trusts, proxies or other agreements or arrangements under understandings to which the Seller Company or any Company Subsidiary is obligated a party or by which the Company or any Company Subsidiary is bound with respect to register the sale voting, transfer or registration of any shares of its securities under capital stock or other equity interests of the 1933 ActCompany or any Company Subsidiary. The Seller has furnished Since January 1, 2016, other than as would not reasonably be expected to have, either individually or in the Buyer true aggregate, a Material Adverse Effect, all distributions, dividends, repurchases and correct copies of: redemptions of the capital stock or other equity interests of the Company or any Company Subsidiary were undertaken in compliance with the Organizational Documents of the Company or the Company Subsidiary (ias applicable) the Seller's Amended and Restated Articles of Incorporation, as amended and as then in effect on the date hereof (the "Articles of Incorporation"), (ii) the Seller's Bylaws, as and in effect on the date hereof (the "Bylaws") and (iii) the Articles of Amendment to Articles of Incorporation of the Seller dated as of September __, 2000 which provides the terms of the Series A Convertible Preferred Stock of the Seller convertible into or exercisable for Seller's Common Stock and the material rights of the holders thereof in respect theretocompliance with applicable Law.

Capitalization. As of the date of this AgreementAugust 31, 2001, the authorized capital stock --------------- of the Seller consists ViroPharma consisted of 40,000,000 (a) 100,000,000 shares of Common Stock and 1,000,000 shares of Preferred Stock, of which immediately prior to the date of this Agreement, approximately [_________] (i) 18,699,695 shares of Common Stock are were issued and outstanding, and(ii) up to 690,000 shares have been reserved for issuance upon exercise of outstanding common stock warrants, except (iii) 3,750,000 shares have been reserved for [__________]issuance under ViroPharma's Stock Option and Restricted Share Plan, no (iv) 300,000 shares have been reserved for issuance under ViroPharma's Employee Stock Purchase Plan, and (v) 1,649,107 shares have been reserved for issuance upon exercise of outstanding six percent (6%) convertible subordinated notes; and (b) 5,000,000 shares of preferred stock, debentures or notes are none of which is outstanding and 200,000 shares of which have been designated the Series A Junior Participating Preferred Shares, par vale $.01 per share, and have been reserved for issuance pursuant to the Rights Agreement. All issued and outstanding. All of such outstanding shares of ViroPharma's capital stock have been duly authorized and validly issued issued, and are fully paid and nonassessable. Except As of August 31, 2001, except as disclosed referred to in Schedule 3(c)Exhibit 4.1 attached hereto, there are no shares of Common Stock or Preferred Stock are subject to preemptive or similar rights on the part of any holder of any class or any liens or encumbrances suffered or permitted by securities of ViroPharma. As of August 31, 2001, except as set forth in the Seller. Except as disclosed in Schedule 3(c)SEC Documents, as set forth on Exhibit 4.1 attached hereto or as described or referred to above, there are no securities convertible into or exchangeable for, or options, warrants, calls subscriptions, rights, contracts or understandings of any kind to which ViroPharma is a party or by which it is bound obligating ViroPharma to issue, deliver or sell, or cause to be issued, delivered or sold additional shares of its capital stock. As of August 31, 2001, except for the date repurchase of this Agreement: (i) shares owned by employees upon termination of employment, there are no outstanding optionsagreement of ViroPharma to repurchase, warrants, scrip, rights to subscribe to, calls redeem or commitments of any character whatsoever relating to, or securities or rights convertible into, otherwise acquire any shares of its capital stock stock. As of the Seller August 31, 2001, ViroPharma does not have any subsidiaries or contracts, commitments, understandings any equity interest with a value of $250,000 or arrangements by which the Seller is more in any corporation or may become bound to issue additional shares of capital stock of the Seller; (ii) there are no outstanding debt securities; and (iii) there are no unperformed agreements or arrangements under which the Seller is obligated to register the sale of any of its securities under the 1933 Act. The Seller has furnished to the Buyer true and correct copies of: (i) the Seller's Amended and Restated Articles of Incorporation, as amended and as in effect on the date hereof (the "Articles of Incorporation"), (ii) the Seller's Bylaws, as in effect on the date hereof (the "Bylaws") and (iii) the Articles of Amendment to Articles of Incorporation of the Seller dated as of September __, 2000 which provides the terms of the Series A Convertible Preferred Stock of the Seller convertible into or exercisable for Seller's Common Stock and the material rights of the holders thereof in respect theretoentity.

Capitalization. As of the date of this Agreement, the (a) The authorized capital stock of the Seller consists of 40,000,000 (i) 18,000,000 shares of Seller Common Stock and 1,000,000 shares of Preferred Stock, of which immediately prior to which, as of the date close of this Agreementbusiness on December 12 1997, approximately [_________] 6,503,646 shares of Common Stock are were issued and outstanding, and, except for [__________], no and (ii) 2,000,000 shares of preferred stock, debentures or notes are par value $0.01 per share (the "SELLER PREFERRED STOCK"), of which, as of the close of business on December 12, 1997, no shares were issued and outstanding. In addition, as of the close of business on December 12, 1997, there were 635,444 shares of Seller Common Stock reserved for issuance upon the exercise of outstanding stock options. All of such issued and outstanding shares of Seller Common Stock have been duly authorized and validly issued and are fully paid paid, nonassessable and nonassessablefree of preemptive rights, with no personal liability attaching to the ownership thereof. Except with respect to the Seller Option and as disclosed referred to in Schedule 3(cthis Section 4.02(a), no the Seller does not have and is not bound by any outstanding subscriptions, options, warrants, calls, commitments or agreements of any character calling for the Seller to issue, deliver or sell, or cause to be issued, delivered or sold any shares of Seller Common Stock, or any other equity security of the Seller or any securities convertible into, exchangeable for or representing the right to subscribe for, purchase or otherwise receive any shares of Seller Common Stock or Preferred Stock any other equity security of the Seller or obligating the Seller to grant, extend or enter into any such subscriptions, options, warrants, calls, commitments or agreements. As of the date hereof, there are subject no outstanding contractual obligations of the Seller to preemptive repurchase, redeem or similar rights or otherwise acquire any liens or encumbrances suffered or permitted by shares of capital stock of the Seller. Except as disclosed in In addition, Section 4.02(a) of the Seller Disclosure Schedule 3(c)sets forth, as of the date hereof, the number of this Agreement:shares of Seller Common Stock subject to outstanding stock options, the various dates on which such options were granted, the various exercise prices for such options, the number of shares for which such options are presently vested, and the vesting schedule for the remaining balance of shares for which such options are not presently vested. (ib) Each of the subsidiaries of the Seller that is a depository institution is an "insured depository institution" as defined in the FDIA and applicable regulations thereunder, and the deposits of each such depository institution are insured by the Bank Insurance Fund and the Savings Association Insurance Fund of the FDIC in accordance with the FDIA. Further, the Deposit Insurance Fund of the Mutual Savings Central Fund, Inc. of Massachusetts insures the deposits of Seller Savings Bank in excess of the FDIC's insurance limits. Each such depository institution has paid all assessments and filed all reports with the FDIC, the OTS and the Mutual Savings Central Fund, Inc. of Massachusetts, as applicable and as required by the FDIA and the Deposit Insurance Fund. As of the date hereof no proceedings for the revocation or termination of such deposit insurance are pending or to the knowledge of the Seller, threatened. (c) No subsidiary of the Seller has or is bound by any outstanding subscriptions, options, warrants, calls, commitments or agreements of any character calling for a subsidiary of the Seller to issue deliver or sell, or cause to be issued, delivered or sold any equity security of the Seller or of any subsidiary of the Seller or any securities convertible into, exchangeable for or representing the right to subscribe for, purchase or otherwise receive any such equity security or obligating a subsidiary of the Seller to grant, extend or enter into any such subscriptions, options, warrants, calls, commitments or agreements. As of the date hereof, there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments contractual obligations of any character whatsoever relating tosubsidiary of the Seller to repurchase, redeem or securities or rights convertible into, otherwise acquire any shares of capital stock of the Seller or contracts, commitments, understandings or arrangements by which any subsidiary of the Seller. Except as may be provided under applicable law in the case of any subsidiary of the Seller that is or may become bound to issue additional a depository institution, all of the shares of capital stock of each of the Seller; (ii) there are no outstanding debt securities; and (iii) there are no unperformed agreements or arrangements under which the Seller is obligated to register the sale of any of its securities under the 1933 Act. The Seller has furnished to the Buyer true and correct copies of: (i) the Seller's Amended and Restated Articles of Incorporation, as amended and as in effect on the date hereof (the "Articles of Incorporation"), (ii) the Seller's Bylaws, as in effect on the date hereof (the "Bylaws") and (iii) the Articles of Amendment to Articles of Incorporation subsidiaries of the Seller dated as of September __, 2000 which provides the terms of the Series A Convertible Preferred Stock of held by the Seller convertible into are fully paid and nonassessable and, except for directors' qualifying shares, are owned by the Seller free and clear of any claim, lien, encumbrance or exercisable for Seller's Common Stock and the material rights of the holders thereof in agreement with respect thereto.

Capitalization. As of the date of this AgreementMay 31, 2000, the authorized capital stock of the Seller Company consists of 40,000,000 of: (a) 30,000,000 shares of Common Stock Stock, $.001 par value, of which 18,528,069 shares are issued and 1,000,000 outstanding and of which 142,519 shares are treasury shares, and (b) 5,000,000 shares of Preferred Stock, $.001 par value, of which immediately prior to the date 300,000 are designated Series A Junior Participating Preferred, none of this Agreement, approximately [_________] shares of Common Stock are issued and outstanding, and, except for [__________], no shares of preferred stock, debentures or notes which are issued and outstanding. All As of such May 31, 2000, an aggregate of 2,331,143 shares of Company's Common Stock were reserved for future issuance pursuant to stock options granted by Company and outstanding on May 31, 2000 and an additional 1,087,179 shares have been of Company's Common Stock were reserved and available for the grant of future stock options under all of Company's stock option or equity incentive plans. The Shares, when issued against payment of the aggregate purchase price set forth in Section 2.01, will be duly authorized authorized, validly issued, fully paid, non-assessable and validly free and clear of all liens and encumbrances. As of the date hereof, except for the options described hereinabove or except as described in the IPO Documents, the SEC Documents or the Schedule of Exceptions attached hereto, there are no options, warrants, convertible securities or other rights to purchase shares of capital stock or other securities of Company which are authorized, issued or outstanding, nor is Company obligated in any other manner to issue shares of its capital stock or other securities, and are fully paid and nonassessableCompany has no obligation to purchase, redeem or otherwise acquire any shares of its capital stock or any interest therein or to pay any dividend or make any other distribution in respect thereof, except as contemplated by this Agreement. Except as disclosed described in the IPO Documents, the SEC Documents or the Schedule 3(c)of Exceptions attached hereto, (a) no shares person is entitled to any preemptive right, catch-up right, right of Common Stock or Preferred Stock are subject to preemptive first refusal or similar rights or right with respect to the issuance of any liens or encumbrances suffered or permitted by the Seller. Except as disclosed in Schedule 3(c)capital stock of Company, as of the date of this Agreement: (ib) there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments restrictions on the transfer of any character whatsoever relating to, or securities or rights convertible into, any shares of capital stock of Company other than those imposed by relevant federal and state securities laws and (c) there exists no agreement between Company's stockholders and to which Company is a party with respect to the Seller voting or contracts, commitments, understandings or arrangements by which the Seller is or may become bound to issue additional shares transfer of Company's capital stock or with respect to any other aspect of the Seller; (ii) there are no outstanding debt securities; and (iii) there are no unperformed agreements or arrangements under which the Seller is obligated to register the sale of any of its securities under the 1933 Act. The Seller has furnished to the Buyer true and correct copies of: (i) the SellerCompany's Amended and Restated Articles of Incorporation, as amended and as in effect on the date hereof (the "Articles of Incorporation"), (ii) the Seller's Bylaws, as in effect on the date hereof (the "Bylaws") and (iii) the Articles of Amendment to Articles of Incorporation of the Seller dated as of September __, 2000 which provides the terms of the Series A Convertible Preferred Stock of the Seller convertible into or exercisable for Seller's Common Stock and the material rights of the holders thereof in respect theretoaffairs.

Capitalization. As of Immediately prior to the date of this AgreementClosing, the Company's authorized capital stock will consist of the Seller consists of 40,000,000 (a) 15,000,000 shares of Common Stock Stock, of which (i) 1,000 shares will be issued and 1,000,000 outstanding immediately prior to the Closing, (ii) 6,203,325 shares will be set aside for issuance upon conversion of the Preferred Shares to be issued hereunder, (iii) 575,000 shares will be issued to the Purchasers or their affiliates at the Closing, as provided in Section 1.1 hereof, (iv) 1,960,500 shares are set aside for issuance upon exercise of stock options and other stock purchase rights, heretofore or hereafter to be granted, listed on Schedule 3.4 hereto and (v) 1,239,500 shares are set aside for issuance upon exercise of other stock options and purchase rights which may be granted to employees and consultants of the Company, as approved by the Company's Board of Directors, and (b) 6,250,000 shares of Preferred Stock, none of which immediately shares are issued and outstanding prior to the date of this Agreement, approximately [_________] Closing. All the aforesaid issued and outstanding shares of Common Stock are issued and outstanding, and, except for [__________], no shares of preferred stock, debentures or notes are issued and outstanding. All of such outstanding shares will have been duly authorized and validly issued and are issued, will be fully paid and nonassessable, and will be owned of record and beneficially by the stockholders of the Company and in the amounts set forth in the Schedule of Exceptions, and will have been offered, issued, sold and delivered by the Company in compliance with applicable Federal and state securities laws. Except There are no outstanding preemptive, conversion or other rights, options, warrants or agreements granted or issued by or binding on the Company for the purchase or acquisition of, or with respect to any shares of its capital stock, except as disclosed listed in Schedule 3(c), no 3.4 hereto. No stockholder has granted options or other rights to purchase any shares of Common Stock from such stockholder. Neither the offer, issuance or Preferred Stock are subject to preemptive or similar rights or any liens or encumbrances suffered or permitted by the Seller. Except as disclosed in Schedule 3(c), as sale of the date of this Agreement: (i) there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments Shares nor the consummation of any character whatsoever relating to, transaction contemplated hereby will result in a change in the price or number of any securities of the Company outstanding at the Closing under anti-dilution provisions contained in or rights convertible into, affecting any such securities. The Company holds no shares of its capital stock of the Seller or contracts, commitments, understandings or arrangements by which the Seller is or may become bound to issue additional shares of capital stock of the Seller; (ii) there are no outstanding debt securities; and (iii) there are no unperformed agreements or arrangements under which the Seller is obligated to register the sale of any of in its securities under the 1933 Act. The Seller has furnished to the Buyer true and correct copies of: (i) the Seller's Amended and Restated Articles of Incorporation, as amended and as in effect on the date hereof (the "Articles of Incorporation"), (ii) the Seller's Bylaws, as in effect on the date hereof (the "Bylaws") and (iii) the Articles of Amendment to Articles of Incorporation of the Seller dated as of September __, 2000 which provides the terms of the Series A Convertible Preferred Stock of the Seller convertible into or exercisable for Seller's Common Stock and the material rights of the holders thereof in respect theretotreasury.

Capitalization. As of the date of this Agreement, the (a) The authorized capital stock of the Seller Company consists of 40,000,000 10,000,000 Shares and 5,000,000 shares of Common Stock preferred stock, par value $.01 per share (the "Preferred Stock"). As of the date hereof, (i) 4,563,183 Shares are issued and 1,000,000 outstanding, (ii) 176,072 Shares are issued and held in the treasury of the Company, (iii) no shares of Preferred Stock, of which immediately prior to the date of this Agreement, approximately [_________] shares of Common Stock are issued and outstanding, andand (iv) 870,000 Shares are reserved for issuance to employees pursuant to the Option Plans, except of which 127,098 Shares have been issued pursuant to option exercises and 570,464 Shares are subject to outstanding, unexercised options. Section 3.2(a) of the Company Disclosure Schedule sets forth a true and complete list of the holders of Company Options, including such person's name, the number of options (vested, unvested and total) held by such person and the exercise price for [__________]each such option. Since the date hereof, no the Company has not issued or granted additional options under the Options Plans. All the outstanding shares of preferred stockthe Company's capital stock are, debentures and all Shares which may be issued pursuant to the exercise of outstanding Company Options will be, when issued in accordance with the respective terms thereof, duly authorized, validly is- sued, fully paid and non-assessable. Except as disclosed in Section 3.2 of the Company Disclosure Schedule, there are no bonds, debentures, notes or notes are other indebtedness having general voting rights (or convertible into securities having such rights) ("Voting Debt") of the Company or any of its Subsidiaries issued and outstanding. Except as set forth above, except as described in Section 3.2 of the Company Disclosure Schedule and except for the transactions contemplated by this Agreement, as of the date hereof, (i) there are no shares of capital stock of the Company authorized, issued or outstanding (ii) there are no existing options, warrants, calls, pre-emptive rights, subscriptions or other rights, agreements, arrangements or commitments of any character, relating to the issued or unissued capital stock of the Company or any of its Subsidiaries, obligating the Company or any of its Subsidiaries to issue, transfer or sell or cause to be issued, transferred or sold any shares of capital stock or Voting Debt of, or other equity interest in, the Company or any of its Subsidiaries or securities convertible into or exchangeable for such shares or equity interests, or obligating the Company or any of its Subsidiaries to grant, extend or enter into any such option, warrant, call, subscription or other right, agreement, arrangement or commitment and (iii) except as set forth in Section 3.2(a) of the Company Disclosure Schedule, there are no outstanding contractual obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any Shares, or the capital stock of the Company, or any Subsidiary or affiliate of the Company or to provide funds to make any investment (in the form of a loan, capital contribution or otherwise) in any Subsidiary or any other entity other than loans to Subsidiaries in the ordinary course of business. (b) All of the outstanding shares of capital stock of each of the Subsidiaries are beneficially owned by the Company, directly or indirectly, and all such outstanding shares have been duly authorized and validly issued and are fully paid and nonassessable. Except as disclosed in Schedule 3(cnonassessable and are owned by either the Company or one of its Subsidiaries free and clear of all liens, charges, claims or encumbrances of whatever nature ("Encumbrances"), . (c) There are no shares of Common Stock voting trusts or Preferred Stock are subject other agreements or understandings to preemptive or similar rights which the Company or any liens or encumbrances suffered or permitted by of its Subsidiaries is a party with respect to the Seller. Except as disclosed in Schedule 3(c), as voting of the date of this Agreement: (i) there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, any shares of capital stock of the Seller Company or contracts, commitments, understandings or arrangements by which the Seller is or may become bound to issue additional shares of capital stock any of the Seller; (ii) there are no outstanding debt securities; and (iii) there are no unperformed agreements or arrangements under which the Seller is obligated to register the sale of any of its securities under the 1933 Act. The Seller has furnished to the Buyer true and correct copies of: (i) the Seller's Amended and Restated Articles of Incorporation, as amended and as in effect on the date hereof (the "Articles of Incorporation"), (ii) the Seller's Bylaws, as in effect on the date hereof (the "Bylaws") and (iii) the Articles of Amendment to Articles of Incorporation of the Seller dated as of September __, 2000 which provides the terms of the Series A Convertible Preferred Stock of the Seller convertible into or exercisable for Seller's Common Stock and the material rights of the holders thereof in respect theretoSubsidiaries.

Capitalization. As of the date of this Agreementhereof, the authorized capital stock of the Seller consists of 40,000,000 Company, and shares of Common Stock and 1,000,000 shares of Preferred Stock, of which immediately prior to the date of this Agreement, approximately [_________] shares of Common Stock are issued and outstanding, andis as set forth in the Company’s most recent periodic report filed with the SEC, except with the exception of (i) shares issued and outstanding subsequent to the Company’s most recent periodic report filed with the SEC, which are otherwise disclosed in the SEC Documents or that do not materially change the number of shares issued and outstanding and will be disclosed in the Company’s next periodic report, (ii) 2,917 shares issued to independent directors in connection with services provided in the quarter ended December 31, 2019, (iii) 188 shares issued to certain service providers in connection with services provided in the quarter ended December 31, 2019, and (iv) adjustment to the number of shares issued and outstanding in connection with the Company’s reverse stock split on January 15, 2020 as disclosed in the SEC Documents. Except as disclosed in the SEC Documents or in connection with recently issued convertible securities that have substantially similar terms to previously issued and disclosed convertible securities (in the principal amount of no more than $63,501.15), do not materially change the number of shares reserved for [__________]issuance, and will be disclosed in the Company’s next periodic report, no shares are reserved for issuance pursuant to the Company’s stock option plans, no shares are reserved for issuance pursuant to securities (other than the Note) exercisable for, or convertible into, or exchangeable for shares of preferred stockCommon Stock, debentures or notes and 327,230 shares are issued and outstandingreserved for issuance upon conversion of the Note. All of such outstanding shares have been of capital stock are, or upon issuance will be, duly authorized and authorized, validly issued and are issued, fully paid and nonassessablenon-assessable. No shares of capital stock of the Company are subject to preemptive rights or any other similar rights of the shareholders of the Company or any liens or encumbrances imposed through the actions or failure to act of the Company. Except as disclosed in Schedule 3(c), no shares of Common Stock the SEC Documents or Preferred Stock are subject to preemptive or similar rights or any liens or encumbrances suffered or permitted by the Seller. Except as disclosed in Schedule 3(c)described herein, as of the effective date of this Agreement: , (i) there are no outstanding options, warrants, scrip, rights to subscribe tofor, calls puts, calls, rights of first refusal, agreements, understandings, claims or other commitments or rights of any character whatsoever relating to, or securities or rights convertible into, into or exchangeable for any shares of capital stock of the Seller Company or contractsany of its Subsidiaries, commitments, understandings or arrangements by which the Seller Company or any of its Subsidiaries is or may become bound to issue additional shares of capital stock of the Seller; Company or any of its Subsidiaries, (ii) there are no outstanding debt securities; and (iii) there are no unperformed agreements or arrangements under which the Seller Company or any of its Subsidiaries is obligated to register the sale of any of its or their securities under the 1933 ActAct and (iii) there are no anti-dilution or price adjustment provisions contained in any security issued by the Company (or in any agreement providing rights to security holders) that will be triggered by the issuance of the Note, Commitment Shares, Returnable Shares, or the Conversion Shares. The Seller Company has furnished to the Buyer filed in its SEC Documents true and correct copies of: (i) of the Seller's Amended and Restated Articles Company’s Certificate of Incorporation, as amended and Incorporation as in effect on the date hereof (the "Articles “Certificate of Incorporation"”), (ii) the Seller's BylawsCompany’s By-laws, as in effect on the date hereof (the "Bylaws") “By-laws”), and (iii) the Articles of Amendment to Articles of Incorporation of the Seller dated as of September __, 2000 which provides the terms of the Series A Convertible Preferred Stock of the Seller all securities convertible into or exercisable for Seller's Common Stock of the Company and the material rights of the holders thereof in respect thereto, with the exception of recently issued convertible securities that have substantially similar terms to previously issued and disclosed convertible securities (in the principal amount of no more than $63,501.15), do not materially change the number of shares reserved for issuance, and will be disclosed in the Company’s next periodic report. The Company shall provide the Buyer with a written update of this representation signed by the Company’s Chief Executive on behalf of the Company as of the Closing Date.

Capitalization. As (a) Sellers are the beneficial owners of the date Acquired Company Securities and the HUD Company Securities and CSE SLB is the beneficial owner of this Agreementthe Casablanca Units, free and clear of all liens, charges, security interests and other adverse claims of any kind except as set forth on Section 4.3(a) of Sellers’ Disclosure Schedule regarding Acquired Company Securities securing the CSE Indebtedness (the “Permitted Securities Encumbrances”). Upon payment of the Final Purchase Price, the authorized capital stock Buyer will own good, valid and marketable title to the Acquired Company Securities and the Casablanca Option, free and clear of all liens, charges, security interests, rights of first refusal or first offer, and other adverse claims of any kind, other than those arising solely through the Buyer’s acts and except for the Permitted Securities Encumbrances listed on Section 4.3(a) of Sellers’ Disclosure Schedule. (b) The Acquired Company Securities and the HUD Company Securities represent all of the Seller consists issued and outstanding equity interests of 40,000,000 shares the Acquired Companies and the HUD Companies, respectively, and the Casablanca Units represent all of Common Stock the issued and 1,000,000 shares outstanding equity interests of Preferred StockCasablanca Holdings, and in each case, are owned, beneficially, by Sellers as set forth in Section 4.3(b) of which immediately prior Sellers’ Disclosure Schedule. Casablanca Holdings or its direct or indirect wholly owned subsidiaries own 100% of the issued and outstanding equity, partnership, membership and similar interests of each of the Casablanca Subsidiaries. Except as set forth on Section 4.3(b) of Sellers’ Disclosure Schedule, there are no outstanding offers, options, warrants, rights, agreements or commitments of any kind (contingent or otherwise), including rights of first refusal, first offer or employee benefit arrangements, relating to the date issuance, conversion, registration, voting, sale, repurchase or transfer of this Agreementany equity interests or other securities of any Acquired Company or obligating Sellers or any Acquired Company to purchase or redeem any such equity interests or other securities. All of the Acquired Company Securities, approximately [_________] shares of Common Stock the HUD Company Securities, Casablanca Units and equity interests in the Casablanca Subsidiaries have been duly authorized, are validly issued and outstanding, and, except for [__________], no shares of preferred stock, debentures or notes are issued and outstanding. All of such outstanding shares have been duly authorized and validly issued and are fully paid and nonassessablenonassessable and have been issued and are held in compliance with all applicable securities and other Laws. Except No securities (including, without limitation, the Acquired Company Securities, the HUD Company Securities and Casablanca Units) issued by any Acquired Company since the date of its formation were, and as disclosed of the Core Portfolio Closing Date (or, in Schedule 3(c), no shares the case of Common Stock the HUD Companies or Preferred Stock are subject to preemptive Casablanca Holdings or similar rights or any liens or encumbrances suffered or permitted by the Seller. Except as disclosed in Schedule 3(c)Casablanca Subsidiaries, as of the date HUD Portfolio Closing Date or the Casablanca Option Closing Date, respectively) will have been, issued in violation of this Agreement: (iany, contractual, statutory or common law preemptive rights. Except as set forth on Section 4.3(b) of Sellers’ Disclosure Schedule, there are no outstanding options, warrants, scrip, rights to subscribe to, calls dividends or commitments of any character whatsoever relating to, distributions which have accrued or securities or rights convertible intobeen declared but are unpaid on the Casablanca Units, any shares Acquired Company Securities, HUD Company Securities or any equity interests in the Casablanca Subsidiaries. (c) Section 4.3(c) of capital stock Sellers’ Disclosure Schedule sets forth for each Acquired Company as of the Seller or contracts, commitments, understandings or arrangements by which the Seller is or may become bound to issue additional shares of capital stock of the Seller; (ii) there are no outstanding debt securities; and (iii) there are no unperformed agreements or arrangements under which the Seller is obligated to register the sale of any of its securities under the 1933 Act. The Seller has furnished to the Buyer true and correct copies ofCore Portfolio Closing Date: (i) the Seller's Amended and Restated Articles of Incorporationits name, as amended and as in effect on the date hereof (the "Articles of Incorporation"), jurisdiction; (ii) the Seller's Bylaws, as in effect on the date hereof (the "Bylaws") amount of each class or series of its authorized equity interests; and (iii) the Articles amount of Amendment to Articles issued and outstanding interest of Incorporation each class or series of its equity interests, the names of each record holder thereof, and the amount or percentage interest thereof held by such holder. Except as set forth on Section 4.3(c) of Sellers’ Disclosure Schedule, all of the Seller dated as outstanding equity interests of September __, 2000 which provides each Acquired Company are or on the terms of the Series A Convertible Preferred Stock of the Seller convertible into Core Portfolio Closing Date will be directly or exercisable for Seller's Common Stock and the material rights of the holders thereof in respect theretoindirectly beneficially owned by Sellers.

Capitalization. As of the date of this Agreement, the The authorized capital stock of the Seller Company consists of 40,000,000 shares of 50,000,000 Common Stock Shares and 1,000,000 shares of Preferred Stock, no par value. As of which immediately prior to the date close of this Agreementbusiness on July 28, approximately [_________] shares of 1998, 28,222,671 Common Stock are Shares were issued and outstanding, andand 244,000 Common Shares were in the Company's treasury, except for [__________], and no shares of preferred stock, debentures or notes are Preferred Stock were issued and outstanding. The Company has no shares reserved for issuance, except that, as of July 28, 1998, there were 1,666,760 Common Shares reserved for issuance pursuant to outstanding Options under the Option Plan, all of which were granted prior to March 31, 1998. The Options Schedule sets forth the name of each holder of an outstanding Option under the Option Plan, and with respect to each Option held by any such holder, the grant date, exercise price and number of Common Shares for which such Option is exercisable. As of the date hereof, the Company has no options to purchase Common Shares outstanding other than those granted and outstanding under the Option Plan. Since December 31, 1997, the Company has not issued any shares of capital stock except pursuant to the exercise of Options outstanding as of such date. All of such the outstanding shares have been Common Shares are, and all Common Shares which may be issued pursuant to the exercise of outstanding Options will be, when issued in accordance with the respective terms thereof, duly authorized and authorized, validly issued and are issued, fully paid and nonassessable. Except as disclosed in Schedule 3(c)There are no bonds, no shares debentures, notes or other indebtedness having general voting rights (or convertible into securities having such rights) of Common Stock or Preferred Stock are subject to preemptive or similar rights the Company or any liens or encumbrances suffered or permitted by the Sellerof its Subsidiaries issued and outstanding. Except as disclosed in set forth on the Options Schedule 3(c), and except as of the date of contemplated by this Agreement: (i) , or between the Company and one or more of its direct or indirect wholly-owned subsidiaries, there are no outstanding existing options, warrants, scripcalls, rights to subscribe tosubscriptions or other rights, calls agreements, arrangements or commitments of any character whatsoever character, relating toto the issued or unissued capital stock of the Company or any of the Subsidiaries, obligating the Company or securities any of the Subsidiaries to issue, transfer or rights convertible intosell or cause to be issued, transferred or sold any shares of capital stock of, or other equity interest in or voting security of, the Company or any of the Seller Subsidiaries or contractssecurities convertible into or exchangeable for such shares or equity interests or voting securities and neither the Company nor any of the Subsidiaries is obligated to grant or enter into any such option, commitmentswarrant, understandings call, subscription or arrangements other right, agreement, arrangement or commitment. Except as contemplated by which this Agreement or between the Seller is Company and one or may become bound more of its direct or indirect wholly-owned subsidiaries, there are no outstanding contractual obligations of the Company or any of its Subsidiaries to issue additional repurchase, redeem or otherwise acquire any Common Shares or the capital stock of the Company or any of the Subsidiaries. Each of the outstanding shares of capital stock of each of the Seller; Company's Subsidiaries is duly authorized, validly issued, fully paid and nonassessable, and such shares of the Company's Subsidiaries as are owned by the Company or by a subsidiary of the Company are owned in each case free and clear of any Lien (ii) there are no outstanding debt securities; and (iii) there are no unperformed agreements or arrangements under which as hereinafter defined). Other than as set forth on the Seller is obligated Contracts Schedule, the Company has not agreed to register the sale of any of its securities under the 1933 Act. The Seller has furnished Securities Act or under any state securities law or granted registration rights to the Buyer true and correct copies of: (i) the Seller's Amended and Restated Articles of Incorporation, as amended and as in effect on the date hereof (the "Articles of Incorporation"), (ii) the Seller's Bylaws, as in effect on the date hereof (the "Bylaws") and (iii) the Articles of Amendment to Articles of Incorporation of the Seller dated as of September __, 2000 which provides the terms of the Series A Convertible Preferred Stock of the Seller convertible into any person or exercisable for Seller's Common Stock and the material rights of the holders thereof in respect theretoentity.

Capitalization. (a) As of the date of this AgreementInitial Closing Date, the authorized capital stock of the Seller Jitney Jungle consists of 40,000,000 (i) 5,000,000 shares of Common Stock and 1,000,000 shares of Preferred Stockcommon stock, $0.01 par value per share, of which immediately prior to the date of this Agreement, approximately [_________] 425,000 shares of Common Stock are shall be issued and outstanding, and, except for [__________], no outstanding and (ii) 600,000 shares of preferred stock, debentures or notes are par value $0.01 per share, consisting of (A) 225,000 shares of the Series A Preferred Stock of which 225,000 shall be issued and outstanding, (B) 275,000 shares of the Series B Preferred Stock of which 274,460.24 shall be issued and outstanding and (C) 100,000 shares of the Series C Preferred Stock of which 100,000 shall be issued and outstanding. All The owners of the capital stock of Jitney Jungle and the number of shares of capital stock owned by each such outstanding shares owner on the Initial Closing Date and after consummation of the Transactions and the Related Transactions (other than the Merger) is set forth on Schedule 4.15(a) annexed hereto. On the Initial Closing Date and after consummation of the Transactions and the Related Transactions (other than the Merger), except as set forth in Schedule 4.15(a), Jitney Jungle will have no subsidiaries. Except as set forth on Schedule 4.15(a), upon issuance thereof and payment therefor, all such Acquisition Securities have been or shall be duly authorized and validly issued and issued, are or shall be fully paid and nonassessablenonassessable and are or shall be free of preemptive rights. Except as disclosed in Schedule 3(cThe issuance and sale of the Acquisition Securities either have been registered or qualified under applicable federal and state securities laws or are exempt therefrom. (b) As of the Initial Closing Date and after consummation of the Transactions and the Related Transactions (other than the Merger), no shares of Common Stock or Preferred Stock are subject Schedule 4.15(b) annexed hereto sets forth, with respect to preemptive or similar rights or any liens or encumbrances suffered or permitted by the Seller. Except as disclosed in Schedule 3(ceach Borrower and each Guarantor (other than Jitney Jungle), as its jurisdiction of incorporation, its capitalization and the date of this Agreement: (i) there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, any shares ownership of capital stock of the Seller each such Borrower or contractsGuarantor. None of such Borrowers or Guarantors has any subsidiaries, commitments, understandings or arrangements by which the Seller is or may become bound to issue additional shares of capital stock of the Seller; (iiexcept as set forth on Schedule 4.15(b) there are no outstanding debt securities; and (iii) there are no unperformed agreements or arrangements under which the Seller is obligated to register the sale of any of its securities under the 1933 Act. The Seller has furnished to the Buyer true and correct copies of: (i) the Seller's Amended and Restated Articles of Incorporation, as amended and as in effect on the date hereof (the "Articles of Incorporation"), (ii) the Seller's Bylaws, as in effect on the date hereof (the "Bylaws") and (iii) the Articles of Amendment to Articles of Incorporation of the Seller dated as of September __, 2000 which provides the terms of the Series A Convertible Preferred Stock of the Seller convertible into or exercisable for Seller's Common Stock and the material rights of the holders thereof in respect theretoannexed hereto.

Capitalization. (a) The authorized share capital of the Company consists of 200,000,000 Shares. As of the close of business on October 25, 2019, (A) 76,608,822 Shares were issued and outstanding (excluding Company Restricted Shares and Company Performance Shares), (B) 6,250 Shares were held in treasury by the Company, (C) 163,584 Shares were subject to issuance pursuant to outstanding Company Options, (D) 416,634 Shares were subject to issuance pursuant to outstanding Company Restricted Shares, (E) no Shares were issued under the Company’s YourShare Plan, and (F) 506,424 Shares (assuming maximum performance targets are achieved, regardless of when the performance period ends) or 353,593 Shares (assuming performance targets are achieved at the target level, regardless of when the performance period ends) were subject to issuance pursuant to outstanding Company Performance Shares. Since such date through the date of this Agreement, the authorized Company has not issued or agreed to issue any shares of capital stock of or voting securities of, or other equity interests in, the Seller consists of 40,000,000 Company, or any securities convertible into, or exchangeable or exercisable for, shares of Common Stock capital stock or voting securities of, or other equity interests in, the Company, other than Shares issued pursuant to any exercise of Company Options or the vesting and 1,000,000 shares payment of Preferred StockCompany Restricted Shares or Company Performance Shares outstanding as of such date in accordance with their terms. (b) All issued and outstanding Shares and all Shares that are subject to issuance, of which immediately upon issuance prior to the date Closing in accordance with the terms and subject to the conditions specified in the instruments under which they are issuable (i) are, or upon issuance will be, duly authorized, validly issued, fully paid and non-assessable, (ii) are not, or upon issuance will not be, subject to any pre-emptive rights and (iii) are, to the extent owned directly or indirectly by the Company, owned free and clear of this Agreement, approximately [_________] shares of Common Stock are issued all material Liens and outstanding, andtransfer restrictions, except for [__________], no shares such transfer restrictions of preferred stock, debentures or notes are issued general applicability as may be provided under the 1933 Act and outstanding. All of such outstanding shares have been duly authorized other applicable securities Laws and validly issued restrictions set forth in the Tender and are fully paid and nonassessable. Support Agreement. (c) Except as disclosed set forth in Schedule 3(c), no shares of Common Stock or Preferred Stock are subject to preemptive or similar rights or any liens or encumbrances suffered or permitted by the Seller. Except as disclosed in Schedule 3(cSection 3.05(a), as of the date of this Agreement: , there are no issued or obligations to issue (i) there shares in the share capital of the Company or other voting securities of or ownership interests in the Company, (ii) securities of the Company convertible into or exchangeable for shares in the share capital of the Company or other voting securities of or ownership interests in the Company, (iii) warrants, calls, options, shares of phantom stock or phantom stock rights, stock purchase, stock appreciation or other rights or obligations to acquire from the Company, or other obligations of the Company to issue, any shares in the share capital or other voting securities or ownership interests in or any securities convertible into or exchangeable for shares in the share capital or other voting securities or ownership interests in the Company or (iv) stock options, restricted shares or stock unit awards, stock appreciation rights, performance units or similar securities, phantom stock rights, profits interests or other rights that are derivative of, or provide economic benefits based, directly or indirectly, on the value or price of, any shares in the share capital or voting securities of or ownership interests in the Company, in each case issued by the Company or its Subsidiaries (the items in clauses (iii) and (iv) being referred to collectively as the “Equity-Based Awards”, and the items in clauses (i) through (iv) being referred to collectively as the “Company Securities”). There are no preemptive or other outstanding rights, options, warrants, scripconversion rights, stock appreciation rights, performance units, redemption rights, repurchase rights, agreements, arrangements, calls, commitments or rights of any kind that obligate the Company to issue or sell any Company Securities, or give any Person a right to subscribe tofor or acquire any Company Securities from the Company and no securities or obligations evidencing such rights are authorized, calls issued or outstanding. There are no voting trusts, proxies or other agreements, arrangements or commitments to which the Company or any of its Subsidiaries is a party with respect to the voting of any character whatsoever relating toCompany Securities. There are no bonds, debentures or securities notes issued by the Company or rights convertible into, any shares of capital stock its Subsidiaries that entitle the holder thereof to vote together with shareholders of the Seller or contracts, commitments, understandings or arrangements by which Company on any matters with respect to the Seller is or may become bound to issue additional shares of capital stock of the Seller; (ii) there Company. There are no outstanding debt securities; and (iii) there are no unperformed agreements obligations of the Company or arrangements under which the Seller is obligated to register the sale of any of its securities under Subsidiaries to repurchase, redeem or otherwise acquire any of the 1933 ActCompany Securities, or granting any preemptive rights, subscription rights, anti-dilutive rights, rights of first refusal or similar rights with respect to any Shares. The Seller has furnished There is no shareholder rights plan, “poison pill” or similar device in effect with respect to the Buyer true Company or any Subsidiary of the Company. (d) Section 3.05(d) of the Company Letter sets forth, as of the date of this Agreement, a true, complete and correct copies list of: (i) the Seller's Amended and Restated Articles for each Company Option outstanding as of Incorporation, as amended and as in effect on the date hereof of this Agreement: (1) the "Articles name of Incorporation")the holder thereof; (2) the number of Shares issuable upon the exercise of such Company Option; (3) the exercise price thereof; (4) the date of grant and the expiration date thereof, and (5) whether such Company Option is intended to be tax qualified pursuant to applicable Law; (ii) the Seller's Bylaws, for each award of Company Restricted Shares outstanding as in effect on of the date hereof of this Agreement, (1) the "Bylaws"name of the holder thereof; (2) the number of Shares subject to such award of Company Restricted Shares; and (3) the date of grant of such award of Company Restricted Shares; and (iii) the Articles for each holder of Amendment to Articles of Incorporation Company Performance Shares outstanding as of the Seller dated date of this Agreement, (1) the name of the holder thereof; (2) the target number of Shares subject to such award of Company Performance Shares; and (3) the date of grant thereof. Each grant of a Company Option was duly authorized no later than the date on which the grant of such Company Option was by its terms to be effective by all necessary corporate action, including, as of September __applicable, 2000 which provides approval by the Company Board, or a committee thereof, and each Company Option, Company Restricted Share and Company Performance Share grant was made in accordance in all material respects with the terms of the Series A Convertible Preferred Stock applicable Company Equity Plan and applicable Laws. The per share price of each Company Option was not less than the fair market value of a Share on the applicable grant date. All Equity-Based Awards have been granted under a Company Equity Plan. Accurate and complete copies of the Seller convertible into standard form of agreement evidencing Company Options, Company Restricted Shares and Company Performance Shares has been made available to Parent, and no Company Option or exercisable for Seller's Common Stock and award of Company Restricted Shares or Company Performance Share have been granted pursuant to an agreement that deviates from the standard form of agreement in any material rights respect. (e) None of the holders thereof Company Securities are owned by any Subsidiary of the Company. Except for the Company Subsidiary Securities, neither the Company nor any of its Subsidiaries owns, directly or indirectly, any material equity interest in respect theretoany Person, or has any obligation or has made any agreement to acquire any such equity interest, or to make any investment (in the form of a loan, capital contribution or otherwise) in, any other Person. (f) All dividends and distributions (including dividend equivalents) on any Company Securities that have been declared or authorized for payment prior to the date of this Agreement have been paid in full (net of any withholding taxes).

Capitalization. As of the date of this AgreementThe authorized, the authorized capital stock of the Seller consists of 40,000,000 shares of Common Stock and 1,000,000 shares of Preferred Stock, of which immediately prior to the date of this Agreement, approximately [_________] shares of Common Stock are issued and outstanding, and, except for [__________], no shares of preferred stock, debentures or notes are issued and outstanding. All of such outstanding shares have been duly authorized and validly issued and are fully paid and nonassessable. Except as disclosed in Schedule 3(c), no shares of Common Stock or Preferred Stock are subject to preemptive or similar rights or any liens or encumbrances suffered or permitted by the Seller. Except as disclosed in Schedule 3(c), as of the date of this Agreement: (i) there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, any shares of capital stock of the Seller Company are as set forth in the Registration Statement and the Prospectus (except for subsequent issuances, if any, pursuant to this Agreement or contractsthe Alternative Distribution Agreements, commitmentspursuant to reservations, understandings agreements or arrangements by which employee benefit plans referred to in the Seller is Registration Statement and the Prospectus, or may become bound pursuant to issue additional the exercise, redemption, or exchange of convertible or exchangeable securities, options or warrants referred to in the Registration Statement and the Prospectus, including units of common limited partner interest in the Operating Partnership (the “Common Units”), or unregistered issuances not required to be disclosed pursuant to the Exchange Act, the Securities Act or any regulation promulgated thereunder); the outstanding shares of capital stock or partner or member interests, of the Seller; Company and each subsidiary of the Company, including the Operating Partnership and its subsidiaries (ii) each, a “Subsidiary” and collectively, the “Subsidiaries”), as applicable, have been duly and validly authorized and issued and are fully paid and, with respect to shares of capital stock, member interests and limited partner interests, non-assessable (except to the extent such non-assessability may be affected by Sections 17-303, 17-607 and 17-804 of the Delaware Revised Uniform Limited Partnership Act or Sections 18-607 and 18-804 of the Delaware Limited Liability Company Act), and, except as disclosed in Exhibit A to the Third Amended and Restated Agreement of Limited Partnership of the Operating Partnership dated March 7, 2017, as amended by Amendment No. 1, dated April 23, 2018, by Amendment No. 2, dated November 20, 2018 and Amendment No. 3, dated December 4, 2019, Amendment No. 4, dated January 24, 2020 and Amendment No. 5, dated April 2, 2021 (the “Partnership Agreement”), all of the outstanding shares of capital stock or partner or member interests of the Subsidiaries are directly or indirectly owned of record and beneficially by the Company, free and clear of any pledge, lien, encumbrance, security interest or other claim, except for security interests in favor of lenders created pursuant to or in connection with loan documents disclosed in the Registration Statement and the Prospectus, and, except as disclosed in the Registration Statement and the Prospectus, there are no outstanding debt securities; and (iiiA) there are no unperformed agreements securities or arrangements under which obligations of the Seller is obligated to register the sale of Company or any of its securities under the 1933 Act. The Seller has furnished to the Buyer true and correct copies of: (i) the Seller's Amended and Restated Articles of Incorporation, as amended and as in effect on the date hereof (the "Articles of Incorporation"), (ii) the Seller's Bylaws, as in effect on the date hereof (the "Bylaws") and (iii) the Articles of Amendment to Articles of Incorporation of the Seller dated as of September __, 2000 which provides the terms of the Series A Convertible Preferred Stock of the Seller Subsidiaries convertible into or exercisable exchangeable or redeemable for Seller's Common Stock and the material rights any capital stock or other equity interests of the holders thereof in respect theretoCompany or any Subsidiary, (B) warrants, rights or options to subscribe for or purchase from the Company or any Subsidiary any such capital stock or other equity interests or any such convertible or exchangeable securities or obligations, or (C) obligations of the Company or any Subsidiary to issue any shares of capital stock or other equity interests, any convertible or exchangeable or redeemable securities or obligation, or any warrants, rights or options.

Capitalization. As of the date of this Agreement, the The entire authorized capital stock of the Seller Parent --------------- consists of 40,000,000 of: (i) 140,000 shares of Common Stock and 1,000,000 shares of 15% Series A Cumulative Redeemable Preferred Stock, par value $.01 per share, of which immediately prior to the date of this Agreement, approximately [_________] 124,467.10 shares are issued and outstanding; (ii) 150,000 shares of Common Stock 15% Series B Cumulative Redeemable Preferred Stock, par value $.01 per share, of which 84,843.03 shares are issued and outstanding, and, except for [__________], no and 4,000 shares of preferred stockwhich are issuable pursuant to a warrant outstanding as of the date hereof; (iii) 1,000 shares of Class A Common Stock, debentures or notes par value $.01 per share, none of which are issued and outstanding, 147.04 shares of which are issuable pursuant to warrants outstanding as of the date hereof, and 60.39 shares of which are issuable pursuant to the terms, and subject to the conditions, of this Agreement (including pursuant to the Warrants constituting a portion of the Merger Consideration); (iv) 1,000 shares of Class B Common Stock, par value $.01 per share, of which 46.15 shares are issued and outstanding, and 39.76 shares of which are issuable pursuant to the terms, and subject to the conditions of this Agreement (including pursuant to the Warrants constituting a portion of the Merger Consideration); and (v) 1,000 shares of Class C Common Stock, par value $.01 per share, of which 93.80 shares are issued and outstanding, (all such shares of capital stock are referred to herein as the "Parent Capital Stock"). All of such the issued and outstanding shares of Parent Capital Stock have been duly authorized and validly issued authorized, and are validly issued, fully paid paid, and nonassessable. Except as disclosed described above, and except as provided in Schedule 3(c)Parent's Amended and Restated Certificate of Incorporation, no shares of Common Stock or Preferred Stock are subject to preemptive or similar rights or any liens or encumbrances suffered or permitted by the Seller. Except as disclosed in Schedule 3(c), as of the date of this Agreement: (i) there are no outstanding or authorized options, warrants, scrippurchase rights, rights to subscribe tosubscription rights, calls conversion rights, exchange rights, or other contracts or commitments of any character whatsoever relating tothat could require the Parent to issue, sell, or securities otherwise cause to become outstanding any of its capital stock. There are no outstanding or authorized stock appreciation, phantom stock, profit participation, or similar rights convertible intowith respect to the Parent. Except for the Stockholders Agreement dated as of March 2, any shares 1999, among ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, there are no voting trusts, proxies, or other agreements or understandings with respect to the voting of the capital stock of the Seller or contracts, commitments, understandings or arrangements by which the Seller is or may become bound to issue additional shares of capital stock of the Seller; (ii) there are no outstanding debt securities; and (iii) there are no unperformed agreements or arrangements under which the Seller is obligated to register the sale of any of its securities under the 1933 Act. The Seller has furnished to the Buyer true and correct copies of: (i) the Seller's Amended and Restated Articles of Incorporation, as amended and as in effect on the date hereof (the "Articles of Incorporation"), (ii) the Seller's Bylaws, as in effect on the date hereof (the "Bylaws") and (iii) the Articles of Amendment to Articles of Incorporation of the Seller dated as of September __, 2000 which provides the terms of the Series A Convertible Preferred Stock of the Seller convertible into or exercisable for Seller's Common Stock and the material rights of the holders thereof in respect theretoParent.

Capitalization. As The authorized, issued and outstanding capital stock of the Company as of the date of this AgreementAgreement is as set forth in the column entitled “Actual” and in the corresponding line items under the caption “Capitalization” in the Pre-Pricing Prospectus and the Prospectus and, at the time of the purchase of the Initial Securities by the Underwriters on the Closing Date and as of each Option Closing Date (if any), the authorized authorized, issued and outstanding capital stock of the Seller consists of 40,000,000 shares of Common Stock Company will be as set forth in the column entitled “Pro Forma As Adjusted” and 1,000,000 shares of Preferred Stockin the corresponding line items under such caption (in each case except for any Option Securities issued by the Company pursuant to this Agreement and issuances, of which immediately prior if any, subsequent to the date of this AgreementAgreement pursuant to employee or director stock option, approximately [_________] stock purchase or other equity incentive plans described in the Pre-Pricing Prospectus and the Prospectus under the caption “Executive Compensation,” upon the exercise of options issued pursuant to any such stock option, stock purchase or other equity incentive plans as so described, or upon the exercise of options or the conversion of convertible securities described in the General Disclosure Package and the Prospectus). The shares of Common Stock are issued and outstanding, and, except for [__________], no shares outstanding capital stock of preferred stock, debentures or notes are issued and outstanding. All of such outstanding shares the Company have been duly authorized and validly issued and are fully paid and nonassessable. Except as disclosed non-assessable and were issued in Schedule 3(c), no shares of Common Stock or Preferred Stock are subject to preemptive or similar rights or any liens or encumbrances suffered or permitted by the Seller. Except as disclosed compliance in Schedule 3(c), as all material respects with all applicable state and federal securities and “blue-sky” laws; and none of the date of this Agreement: (i) there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, any shares of capital stock of the Seller Company was issued in violation of any preemptive rights, rights of first refusal or contracts, commitments, understandings or arrangements by which the Seller is or may become bound to issue additional shares other similar rights of capital stock any securityholder of the Seller; (ii) there are Company or any other person that have not been waived in writing. All of the membership interests of Carvana Group, LLC outstanding upon consummation of this offering after giving effect to the Reorganization Transactions, will be validly issued, the holders of such membership interests will have no outstanding debt securities; obligation to make any further payments for the purchase of such membership interests or contributions to Carvana Group, LLC solely by reason of their ownership of such membership interests, and (iii) there are no unperformed agreements or arrangements under which , to the Seller is obligated to register extent owned by the sale Company, will be owned free and clear of any perfected security interest or any other security interests, claims, liens or encumbrances other than as described in the Prospectus under “Description of its securities under the 1933 Act. The Seller has furnished to the Buyer true Certain Indebtedness” and correct copies of: (i) the Seller's Amended and Restated Articles of Incorporation, as amended and as in effect on the date hereof (the "Articles of Incorporation"), (ii) the Seller's Bylaws, as in effect on the date hereof (the "Bylaws") and (iii) the Articles of Amendment to Articles of Incorporation of the Seller dated as of September __, 2000 which provides the terms of the Series A Convertible Preferred Stock of the Seller convertible into or exercisable for Seller's Common Stock and the material rights of the holders thereof in respect thereto“Principal Stockholders”.

Capitalization. As of the date of this Agreement, (a) the authorized capital stock of the Seller Purchaser consists of 40,000,000 (i) 200,000,000 shares of the Purchaser Common Stock and 1,000,000 shares of Preferred Stock, par value $0.0001 (of which immediately prior to the date of this Agreement, approximately [_________] 32,081,250 shares of Common Stock are issued and outstanding, andincluding the Sponsor Forfeited Shares, except for [__________]and all of which are validly issued, no fully paid and non-assessable) and (ii) 1,000,000 shares of blank check preferred stock, debentures or notes par value $0.0001 (of which none are issued or outstanding), and (b) 28,848,750 shares of the Purchaser Common Stock are issuable in respect of Public Warrants and Sponsor Warrants. As of immediately following the Closing, (a) the authorized capital stock of the Purchaser will consist of (i) 200,000,000 shares of the Purchaser Common Stock, par value $0.0001 (of which no Sponsor Forfeited Shares shall be outstanding) and (ii) 5,000,000 shares of blank check preferred stock, par value $0.0001, of which up to 1,300,000, pursuant to the terms hereof, shall be designated Preferred Shares, (b) 19,248,750 shares of Purchaser Common Stock are issuable in respect of Public Warrants and (c) no Sponsor Warrants will be outstanding. No shares of the Purchaser Common Stock are held in the treasury of the Purchaser. Except for the Offer and the Transactions and except for the Sponsor Warrants and the Public Warrants noted above, there are no options, warrants or other rights, agreements, arrangements or commitments of any character relating to the issued or unissued capital stock of the Purchaser or obligating the Purchaser to issue or sell any shares of capital stock of, or other equity interests in, the Purchaser. All shares of such outstanding shares have been Purchaser Common Stock subject to issuance, upon issuance on the terms and conditions specified in the instruments pursuant to which they are issuable, will be duly authorized and authorized, validly issued and are issued, fully paid and nonassessable. Except The shares of Purchase Price Common Stock (including any shares of Purchaser Common Stock that may be issued as consideration for the Potential Acquisition Earnout Amount) and Preferred Shares to be issued pursuant to the Transactions have been duly and validly authorized and, when issued to the Sellers and the subscribers under the Investor Agreements pursuant to this Agreement and the Investor Agreements, as applicable, shall be validly issued, fully paid and non-assessable. There are no outstanding contractual obligations of the Purchaser to repurchase, redeem or otherwise acquire any shares of the Purchaser Common Stock (except for the Offer and as disclosed in Schedule 3(cthe Purchaser SEC Reports), . There are no shares of Common Stock or Preferred Stock are subject to preemptive or similar rights or any liens or encumbrances suffered or permitted by the Seller. Except as disclosed in Schedule 3(c), as outstanding contractual obligations of the date Purchaser to provide funds to, or make any investment (in the form of this Agreement: (ia loan, capital contribution or otherwise) in, any Person. To the Purchaser’s Knowledge, except for the Founder Voting Agreement and as set forth the Purchaser Disclosure Letter, there are no outstanding optionsproxies, warrants, scrip, rights voting agreements or other agreements or arrangements relating to subscribe to, calls or commitments of any character whatsoever relating to, or equity securities or rights convertible into, any shares of capital stock of the Seller or contracts, commitments, understandings or arrangements by which the Seller is or may become bound to issue additional shares of capital stock of the Seller; (ii) there Purchaser. There are no outstanding debt securities; and (iii) there are no unperformed agreements or arrangements under securities of the Purchaser having the right to vote on any matters on which the Seller is obligated to register the sale holders of any of its equity securities under the 1933 Act. The Seller has furnished to the Buyer true and correct copies of: (i) the Seller's Amended and Restated Articles of Incorporation, as amended and as in effect on the date hereof (the "Articles of Incorporation"), (ii) the Seller's Bylaws, as in effect on the date hereof (the "Bylaws") and (iii) the Articles of Amendment to Articles of Incorporation of the Seller dated as of September __, 2000 Purchaser may vote or which provides the terms of the Series A Convertible Preferred Stock of the Seller are convertible into or exercisable for Seller's Common Stock and the material rights exchangeable for, at any time, equity securities of the holders thereof in respect theretoPurchaser.

Capitalization. As of the date of this Agreement, the The authorized capital stock of the Seller Involve consists of 40,000,000 20,000,000 shares of Common Stock and 1,000,000 shares common stock of Preferred StockInvolve, of which immediately prior to the date of this Agreement, approximately [_________] 9,869,837 shares of Common Stock are were issued and outstanding, and, except for [__________], no and 10,000,000 shares of preferred stock, debentures or notes of which 4,357,143 shares are issued designated as Series A Preferred Stock, 1,857,143 shares outstanding, and 857,143 shares are designated as Series B Preferred Stock, no shares outstanding. All of such outstanding shares have been of Involve Stock are duly authorized and authorized, validly issued and are issued, fully paid and nonassessable. Except as disclosed in Schedule 3(c)non-assessable and are free of any liens or encumbrances, no shares of Common Stock or Preferred Stock and are not subject to preemptive or similar rights or any liens rights of first refusal created by statute (in each case that have not been complied with or encumbrances suffered or permitted by the Seller. Except as disclosed in Schedule 3(cwaived), as the Certificate of Incorporation or By-laws of Involve or any agreement to which Involve is a party or by which it is bound. Other than the date Involve Stock described in the first sentence of this Agreement: (i) there Section 3.3 above, Involve has no other classes of stock of which shares are currently outstanding. There are no outstanding options, warrants, scripcalls, rights to subscribe torights, calls commitments or commitments agreements of any character whatsoever relating toto which Involve is a party or by which it is bound obligating Involve to issue, deliver, sell, repurchase or securities redeem or rights convertible intocause to be issued, delivered, sold, repurchased or redeemed, any shares of Involve capital stock (whether Involve common stock, Involve preferred stock or any other class of equity or debt security of Involve) or obligating Involve 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 Seller or contractsDisclosure Schedule, commitments, understandings or arrangements by which the Seller is or may become bound to issue additional shares of capital stock of the Seller; (ii) there are no outstanding debt securities; and (iii) there are no unperformed contracts, commitments or agreements relating to voting, purchase or arrangements under which the Seller is obligated to register the sale of Involve common stock or Involve preferred stock between Involve and any of its stockholders. All outstanding securities issued by Involve were issued in compliance with all applicable federal and state securities laws. The capitalization of Involve, as set forth above, including the names and addresses of record on Involve's books, of each holder of any Involve security, is set forth in Schedule 3.3 to the Disclosure Schedule. Schedule 3.3 also notes, with respect to any stock options granted by Involve, whether such options were intended to qualify for treatment as incentive stock options under the 1933 Act. The Seller has furnished to the Buyer true and correct copies of: (i) the Seller's Amended and Restated Articles of Incorporation, as amended and as in effect on the date hereof (the "Articles of Incorporation"), (ii) the Seller's Bylaws, as in effect on the date hereof (the "Bylaws") and (iii) the Articles of Amendment to Articles of Incorporation of the Seller dated as of September __, 2000 which provides the terms of the Series A Convertible Preferred Stock of the Seller convertible into or exercisable for Seller's Common Stock and the material rights of the holders thereof in respect theretoCode.

Capitalization. (a) Schedule 3.5(a) of the Contributor Disclosure Letter sets forth, as of the time following the Devon Reorganization Transactions and immediately following the completion of the Merger Transactions, and before the Contribution Closing, a correct and complete description of the following: (i) all of the issued and outstanding equity interests in each of the Midstream Group Entities and (ii) the record owners of each of the outstanding equity interests in each of the Midstream Group Entities. Except as set forth on Schedule 3.5(a) of the Contributor Disclosure Letter, there are no other outstanding equity interests of any Midstream Group Entity. As of the date of this Agreementtime immediately following the Devon Reorganization Transactions and the Contribution Closing, the authorized capital stock all of the Seller consists of 40,000,000 shares of Common Stock and 1,000,000 shares of Preferred Stock, of which immediately prior to the date of this Agreement, approximately [_________] shares of Common Stock are issued and outstanding, and, except for [__________], no shares outstanding equity interests in each of preferred stock, debentures or notes are issued and outstanding. All of such outstanding shares the Midstream Group Entities will have been duly authorized and validly issued in accordance with the Organizational Documents of such Midstream Group Entity, as applicable. and are fully paid (to the extent required under the Organizational Documents of such Midstream Group Entity, as applicable) and nonassessable. Except nonassessable (except as disclosed nonassessability may be affected by Sections 17-303, 17-607 and 17-804 of the Delaware LP Act or Sections 18-607 or 18-804 of the Delaware LLC Act) and have not been issued in Schedule 3(c)violation of any preemptive rights, no shares rights of Common Stock first refusal or Preferred Stock are subject to preemptive or other similar rights or of any liens or encumbrances suffered or permitted Person. Following the completion of the Devon Reorganization Transactions and the Merger Transactions and before the Contribution Closing, all of the issued and outstanding equity interests in each of the Target Entities are owned by the Seller. Except as disclosed in Persons set forth on Schedule 3(c), as 3.5(a) of the date Contributor Disclosure Letter named as owning such interests free and clear of this Agreement:all Liens other than (A) transfer restrictions imposed by federal and state securities laws and (B) any transfer restrictions contained in the Organizational Documents of the Target Entities. Following the completion of the Devon Reorganization Transactions and the Merger Transactions and before the Contribution Closing, the Target Entities will own, directly or indirectly, all of the outstanding equity interests in each Midstream Group Entity (other than the Target Entities) free and clear of all Liens other than (1) transfer restrictions imposed by federal and state securities laws and (2) any transfer restrictions contained in the Organizational Documents of the Midstream Group Entities. (b) At the Contribution Closing, the Acquired Interests will constitute (i) 100% of the issued and outstanding membership interests in Midstream Holdings GP and (ii) a 50% limited partner interest in Midstream Holdings. At the Contribution Closing, Midstream Holdings GP will own a non-economic general partner interest in, and serve as the sole general partner of, Midstream Holdings. (c) Except as set forth in the Organizational Documents of any Midstream Group Entity, there are no preemptive rights or other outstanding rights, options, warrants, scripconversion rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements, calls, subscription agreements, commitments or rights of any kind that obligate any of the Midstream Group Entities to issue or sell any equity interests or any securities or obligations convertible or exchangeable into or exercisable for, or giving any Person a right to subscribe tofor or acquire, calls or commitments any equity interests in any of any character whatsoever relating tothe Midstream Group Entities, or and no securities or obligations evidencing such rights convertible intoare authorized, any shares of capital stock of the Seller issued or contracts, commitments, understandings or arrangements by which the Seller is or may become bound to issue additional shares of capital stock of the Seller;outstanding. (iid) there are no No Midstream Group Entity has any outstanding debt securities; and bonds, debentures, notes or other obligations the holders of which have the right to vote (iii) there are no unperformed agreements or arrangements under which the Seller is obligated to register the sale of any of its securities under the 1933 Act. The Seller has furnished to the Buyer true and correct copies of: (i) the Seller's Amended and Restated Articles of Incorporation, as amended and as in effect on the date hereof (the "Articles of Incorporation"), (ii) the Seller's Bylaws, as in effect on the date hereof (the "Bylaws") and (iii) the Articles of Amendment to Articles of Incorporation of the Seller dated as of September __, 2000 which provides the terms of the Series A Convertible Preferred Stock of the Seller convertible into or exercisable for Seller's Common Stock and securities having the material rights right to vote) with the holders of equity interests in any Midstream Group Entity on any matter. (e) Except as set forth on Schedule 3.5(e) of the holders thereof in Contributor Disclosure Letter and except with respect theretoto the ownership of any equity or long-term debt securities between or among the Midstream Group Entities, none of the Midstream Group Entities owns, directly or indirectly, any equity or long-term debt securities of any Person.

Capitalization. As of On the date of this Agreementhereof, the authorized capital stock of the Seller Company consists of 40,000,000 of: (i) 20,000,000 shares of Common Stock and 1,000,000 shares of Preferred Stock, par value $0.001 per share, of which immediately prior to the date of this Agreement, approximately [_________] 1,500,000 shares of Common Stock are issued and outstandingoutstanding (including 500,000 shares held in escrow pursuant to that certain Escrow Agreement of even date herewith entered into by and between the Company, andthe Principal Stockholders, except for [__________]and Boylan, no Brown, Code, Vigdor & Wilson, LLP, as escrow ag▇▇▇); and (▇▇) 5,000,000 shares of preferred stock, debentures or notes par value $0.001 per share, none of which are issued and outstanding. All Schedule 3(b) attached hereto sets forth a complete list of such outstanding shares have been duly authorized and validly issued and are fully paid and nonassessable. Except as disclosed in Schedule 3(c), no shares of Common Stock or Preferred Stock are subject to preemptive or similar rights or any liens or encumbrances suffered or permitted by the Seller. Except as disclosed in Schedule 3(c), as of the date of this Agreement: (i) there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, any shares all holders of capital stock of the Seller Company and a complete list of all options, warrants, notes, or contractsany other rights or instruments which would entitle the holder thereof to acquire shares of the Common Stock or other equity interests in the Company upon conversion or exercise, commitmentssetting forth for each such holder the type of security, number of equity shares covered thereunder, the exercise or conversion price thereof, the vesting schedule thereof (if any), and the issuance date and expiration date thereof. Other than as disclosed in Schedule 3(b) attached hereto, there are no outstanding rights, agreements, arrangements or understandings to which the Company is a party (written or arrangements oral) which would obligate the Company to issue any equity interest, option, warrant, convertible note, or other types of securities or to register any shares in a registration statement filed with the Commission. Other than disclosed in Schedule 3(b) attached hereto, there is no agreement, arrangement or understanding between or among any entities or individuals which affects, restricts or relates to voting, giving of written consents, dividend rights or transferability of shares with respect to any voting shares of the Company, including without limitation any voting trust agreement or proxy. Schedule 3(b) attached hereto contains a complete and accurate schedule of all the shares subject to "lock-up" or similar agreement or arrangement by which any equity shares are subject to resale restrictions and the Seller is Company has provided the Purchaser complete and accurate copies of all such agreements, which agreements are in full force and effect. Except as set forth in Schedule 3(b) attached hereto, there are no outstanding obligations of the Company to repurchase, redeem or may become bound to issue additional otherwise acquire for value any outstanding shares of capital stock or other ownership interests of the Seller; Company or to provide funds to or make any investment (iiin the form of a loan, capital contribution or otherwise) there in any other entity. There are no outstanding debt securities; and anti-dilution or price adjustment provisions regarding any security issued by the Company (iiior in any agreement providing rights to security holders) there are no unperformed agreements or arrangements under which that will be triggered by the Seller is obligated to register the sale of any of its securities under the 1933 Act. The Seller has furnished to the Buyer true and correct copies of: (i) the Seller's Amended and Restated Articles of Incorporation, as amended and as in effect on the date hereof (the "Articles of Incorporation"), (ii) the Seller's Bylaws, as in effect on the date hereof (the "Bylaws") and (iii) the Articles of Amendment to Articles of Incorporation issuance of the Seller dated Securities (as of September __, 2000 which provides the terms of the Series A Convertible Preferred Stock of the Seller convertible into or exercisable for Seller's Common Stock and the material rights of the holders thereof in respect theretodefined below).

Capitalization. (a) As of the date of this Agreementhereof, the authorized capital stock capitalization of the Seller Company consists of 40,000,000 shares of Common Stock 176,800 Class A ordinary shares, par value €2.3 each (actions ordinaires, the "Ordinary Shares"); 17,241 Class B Preferred Shares, par value €2.3 each (actions privilégiées à bon de souscription d'actions privilégiées, the "Preferred Shares"); 12,069 Class C Preferred Shares, par value €2.3 each, 12,069 Class D Preferred Shares, par value €2.3 each and 1,000,000 shares of 690 Class E Preferred Stock, of which immediately prior to the date of this Agreement, approximately [_________] shares of Common Stock are issued and outstanding, and, except for [__________], no shares of preferred stock, debentures or notes are issued and outstandingShares par value €2.3. All of such outstanding shares have been duly authorized and validly issued and are fully paid and nonassessable. Except as disclosed in Schedule 3(c), no shares of Common Stock or Preferred Stock are subject to preemptive or similar rights or any liens or encumbrances suffered or permitted by the Seller. Except as disclosed in Schedule 3(c)In addition, as of the date hereof, the Company has outstanding 63,103 Bonds (obligations remboursables en actions privilégiées à bon de souscription d'actions privilégiées "ORAPBSAP, "the "Bonds"), 20,675 Options (options de souscription d'actions, the "Options") and 13,075 Warrants (bons de souscriptions de parts de créateurs d'entreprise, the "Warrants"). The exercise price of this Agreement:the Options is as set forth on Schedule 3.7(a) of the Guarantors Disclosure Schedule. The Shares have been duly authorized, are validly issued and fully paid and, as of the date hereof, are held of record by the respective Sellers as set forth in Section 3.7(a) of the Guarantors Disclosure Schedule. As of the Initial Closing Date, after the redemption of the Bonds and after exercise of certain Options and Warrants and the conversion of all Preferred Shares into Ordinary Shares, the Capitalization of the Company shall be as set forth in the Closing Schedule. (b) Except as set forth above and as set forth in section 3.7(b) of the Guarantors Disclosure Schedule, (i) there are no outstanding shares of capital stock of the Company authorized, issued or outstanding, (ii) there are no securities, options, warrants, scripcalls, rights to subscribe topre-emptive, calls exchange, conversion, purchase or subscription rights, or other rights, agreements, arrangements or commitments of any character whatsoever relating tokind, contingent or securities otherwise, that could require the Company to issue, sell or rights convertible intootherwise cause to become outstanding, any shares of capital stock of or other equity or debt interest in the Seller Company or contractsrequire the Company to grant or enter into any such option, commitmentswarrant, understandings call, subscription, conversion, purchase or arrangements by which the Seller is other right, agreement, arrangement or may become bound to issue additional shares of capital stock of the Seller; (ii) there are commitment, and no outstanding debt securities; and authorization has been given therefore, and (iii) there are no unperformed commitments or agreements or arrangements under of any kind to which the Seller Company or any Company Subsidiary is obligated bound obligating the Company to register accelerate the sale vesting or exercisability of any of its securities under the 1933 Act. The Seller has furnished instrument referred to the Buyer true and correct copies of: (i) the Seller's Amended and Restated Articles of Incorporation, as amended and as in effect on the date hereof (the "Articles of Incorporation"), clause (ii) of this paragraph as a result of the Seller's BylawsTransactions, either alone or upon the occurrence of any additional subsequent events. (c) Except as set forth in Section 3.7(c) of the Guarantors Disclosure Schedule, there are no voting trusts, stockholder agreements, proxies or other agreements or understandings in effect on regarding the date hereof (governance, the "Bylaws") and (iii) the Articles voting or transfer of Amendment to Articles any shares of Incorporation capital stock or any other equity interests in, or any rights or obligations of any equity holders of the Seller dated as Company. True and complete copies of September __, 2000 which provides the terms any and all agreements providing for any such rights are attached in Section 3.7(c) of the Series A Convertible Preferred Stock of the Seller convertible into or exercisable for Seller's Common Stock and the material rights of the holders thereof in respect theretoGuarantors Disclosure Schedule.

Capitalization. As (a) The issued capital of the date of this Agreement, the authorized capital stock of the Seller consists of 40,000,000 shares of Common Stock and 1,000,000 shares of Preferred Stock, of which Company immediately prior to the date of this AgreementAgreement comprises 146,529,096 fully paid ordinary shares, approximately [_________] shares all of Common Stock which are issued and outstanding. (b) When issued in accordance with the provisions of this Agreement (including the Company having received the approval of its shareholders to issue the Tranche 2 Shares), and, except for [__________], no shares of preferred stock, debentures or notes are issued and outstanding. All of such outstanding shares have been duly authorized and the Shares will be validly issued and are be fully paid, will rank equally in all respects with existing issued fully paid ordinary shares in the Company (including payment of any distributions following allotment) and nonassessable. Except as disclosed the Shares will be free of any security interest (within the meaning given to that term in Schedule 3(csection 12 of the Personal Property Securities ▇▇▇ ▇▇▇▇ (Cth)) or other mortgage, charge, lien, pledge, trust, easement, hypothecation or other encumbrance of any kind (or any agreement to create any of them or allow them to exist) (“Liens”), no shares of Common Stock other than Liens created by or Preferred Stock are imposed upon the Purchaser; provided, however, that the Shares may be subject to restrictions on transfer under U.S. federal and/or state securities laws. The issue of the Shares is not and will not be subject to any preemptive rights that have not been properly waived or similar rights complied with prior to the Tranche 1 Closing or any liens or encumbrances suffered or permitted Tranche 2 Closing (as applicable). (c) The Tranche 1 Shares will, upon issue, comprise 16.67% (rounded to 2 decimal places) of the expanded issued capital base of the Company. (d) If no Tranche 2 Shares are issued to the Purchaser, but the Broader Placement is conducted and a total of 60,000,000 ordinary shares are issued by the Seller. Except as disclosed Company under the Broader Placement to other third party investors, the aggregate of the Tranche 1 Shares will, upon issue of the shares under the Broader Placement, comprise 12.43% (rounded to 2 decimal places) of the expanded issued capital base of the Company. (e) If the Tranche 2 Shares are issued by way of the Individual Placement (and there is no Broader Placement) and the Purchaser agrees to subscribe for the maximum number of Tranche 2 Shares set out in Schedule 3(cExhibit A, the aggregate of the Tranche 1 Shares and the Tranche 2 Shares will, upon issue, comprise 28.57% (rounded to 2 decimal places) of the expanded issued capital base of the Company. (f) If the Tranche 2 Shares are issued by way of the Broader Placement (and a total of 60,000,000 ordinary shares are issued by the Company under the Broader Placement), as there is no Individual Placement and the Purchaser agrees to subscribe for the maximum number of Tranche 2 Shares set out in Exhibit A, the aggregate of the date of this Agreement: Tranche 1 Shares and the Tranche 2 Shares will, upon issue, comprise 24.85% (irounded to 2 decimal places) there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, any shares of capital stock of the Seller or contracts, commitments, understandings or arrangements by which the Seller is or may become bound to issue additional shares of expanded issued capital stock base of the Seller; (ii) there are no outstanding debt securities; and (iii) there are no unperformed agreements or arrangements under which the Seller is obligated to register the sale of any of its securities under the 1933 Act. The Seller has furnished to the Buyer true and correct copies of: (i) the Seller's Amended and Restated Articles of Incorporation, as amended and as in effect on the date hereof (the "Articles of Incorporation"), (ii) the Seller's Bylaws, as in effect on the date hereof (the "Bylaws") and (iii) the Articles of Amendment to Articles of Incorporation of the Seller dated as of September __, 2000 which provides the terms of the Series A Convertible Preferred Stock of the Seller convertible into or exercisable for Seller's Common Stock and the material rights of the holders thereof in respect theretoCompany.

Capitalization. As (i) The authorized capital of the date of this Agreement, the authorized capital stock of the Seller Purchaser consists of 40,000,000 an unlimited number of Purchaser Shares and an unlimited number of special shares. As at February 24, 2023, there were: (A) 79,763,689 Purchaser Shares issued and outstanding and nil special shares of Common Stock and 1,000,000 shares of Preferred Stock, of which immediately prior to the date of this Agreement, approximately [_________] shares of Common Stock are issued and outstanding; (B) 4,086,693 options outstanding providing for the issuance of an aggregate of 4,086,693 Purchaser Shares upon the exercise thereof; (C) 1,017,935 restricted share units outstanding providing for the issuance of an aggregate of 1,017,935 Purchaser Shares upon the settlement thereof; and (D) 734,026 deferred share units outstanding providing for the issuance of an aggregate of 734,026 Purchaser Shares upon the settlement thereof. Except as set forth in the Purchaser Public Disclosure Record and except for the stock options, restricted share units and deferred share units described in the preceding sentence, and excluding Purchaser Shares issuable pursuant to the Purchaser Credit Agreement, none of which are issuable in connection with the Arrangement, the Purchaser has no other outstanding agreement, subscription, warrant, option, right or commitment or other right or privilege (whether by law, pre-emptive or contractual), nor has it granted any right or privilege capable of becoming an agreement, subscription, warrant, option, right or commitment, obligating it to issue or sell any Purchaser Shares or other voting or equity securities, including any security or obligation of any kind convertible into or exchangeable or exercisable for any Purchaser Shares or other voting or equity security. All outstanding Purchaser Shares have been, and all Purchaser Shares issuable upon the exercise or vesting of rights under stock options, restricted share units, deferred share units and common share purchase warrants in accordance with their terms have been duly authorized and, upon issuance, will be, validly issued as fully paid and non-assessable shares of the Purchaser and are not and will not be, as applicable, subject to or issued in violation of, any pre-emptive rights. (ii) There are no outstanding contractual obligations of the Purchaser to repurchase, redeem or otherwise acquire any Purchaser Shares. (iii) Other than pursuant to the equity incentive plans of the Purchaser, the Purchaser does not have any share or stock appreciation right, phantom equity, restricted share unit, deferred share unit or similar right, agreement, arrangement or commitment based on the book value, Purchaser Share price, income or any other attribute of or related to the Purchaser. (iv) The Purchaser Shares are listed and posted for trading on the TSXV and NYSE American, as applicable, and, except for [__________]such listings and trading, no shares of preferred stock, debentures or notes are issued and outstanding. All of such outstanding shares have been duly authorized and validly issued and are fully paid and nonassessable. Except as disclosed in Schedule 3(c), no shares of Common Stock or Preferred Stock are subject to preemptive or similar rights or any liens or encumbrances suffered or permitted by the Seller. Except as disclosed in Schedule 3(c), as securities of the date of this Agreement: (i) there Purchaser are no outstanding options, warrants, scrip, rights to subscribe to, calls listed or commitments of quoted for trading on any character whatsoever relating to, other stock or securities exchange or rights convertible into, market or registered under any shares of capital stock of the Seller or contracts, commitments, understandings or arrangements by which the Seller is or may become bound to issue additional shares of capital stock of the Seller; (ii) there are no outstanding debt securities; and (iii) there are no unperformed agreements or arrangements under which the Seller is obligated to register the sale of any of its securities under the 1933 Act. The Seller has furnished to the Buyer true and correct copies of: (i) the Seller's Amended and Restated Articles of Incorporation, as amended and as in effect on the date hereof (the "Articles of Incorporation"), (ii) the Seller's Bylaws, as in effect on the date hereof (the "Bylaws") and (iii) the Articles of Amendment to Articles of Incorporation of the Seller dated as of September __, 2000 which provides the terms of the Series A Convertible Preferred Stock of the Seller convertible into or exercisable for Seller's Common Stock and the material rights of the holders thereof in respect theretoLaws.

Capitalization. As of the date of this Agreementhereof, the authorized capital stock of the Seller Company consists of 40,000,000 (i) 50,000,000 shares of Common Stock Stock, of which 6,616,565 shares are issued and 6,612,196 shares outstanding as of the date hereof, and (ii) 1,000,000 shares of Preferred Stock, of which immediately prior 48,260 are issued and outstanding as of the date hereof. Such shares of Preferred Stock have been designated as Senior Noncumulative Perpetual Preferred Stock, Series C, and were issued to the date Treasury on July 6, 2011 in connection with the Company’s participation in the Treasury’s Small Business Lending Fund Program. Immediately following consummation of this Agreement, approximately [_________] the Private Placement and the issuance of additional shares of Common Stock are pursuant thereto, the Shares acquired by the Purchaser pursuant to this Agreement will represent not more than 9.99% of the issued and outstanding, and, except for [__________], no outstanding shares of preferred stock, debentures or notes are issued and outstandingCommon Stock. All of such the issued and outstanding shares of capital stock of the Company have been been, and upon consummation of the Private Placement will be, duly authorized and validly issued and are, and upon consummation of the Private Placement will be, fully paid, non-assessable and free of Liens, with no personal liability attaching to the ownership thereof, have been, and upon consummation of the Private Placement will be, issued in compliance in all material respects with all applicable federal and state securities Laws, and none of such shares of capital stock has been, or upon consummation of the Private Placement will be, issued in violation of any preemptive rights or similar rights to subscribe for or purchase any capital stock of the Company. As of the date hereof, there are fully paid (i) 232,642 outstanding stock options (the “Company Stock Options”) issued as nonqualified stock options pursuant to individual employment or other agreements with a weighted average exercise price equal to $24.19 per share and nonassessable(ii) 700,000 shares of Common Stock remaining available for issuance under the Company’s 2012 Stock Incentive Plan (the “Company Plan”). Except as disclosed Each Company Stock Option (i) was granted in Schedule 3(c)compliance with all applicable Laws and all of the terms and conditions of the individual employment or other agreements, and, to the extent issued under the Company Plan, in compliance with the Company Plan, (ii) has an exercise price per share of Common Stock equal to or greater than the fair market value of a share of Common Stock on the date of such grant and (iii) has a grant date identical to or following the date on which the Board of Directors or compensation committee of the Board of Directors actually awarded such Company Stock Option. As of the date hereof, other than the shares of Common Stock reserved under the Company Plan, no shares of Common Stock or Preferred Stock are subject reserved for issuance. Neither the Company nor any of its officers, directors or employees is a party to preemptive any right of first refusal, tight of first offer, proxy, voting agreement, voting trust, registration rights agreement or similar rights shareholders agreement with respect to the sale or voting of any liens or encumbrances suffered or permitted by securities of the SellerCompany. Except as disclosed in on Schedule 3(c3.l(g), as (i) none of the date capital stock of this Agreement: the Company is subject to preemptive rights or any other similar rights; (iii) there are no outstanding optionsoptions or other equity-based awards, warrants, scrip, rights to subscribe to, calls, agreements, arrangements or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, or evidencing the right to subscribe for, purchase or receive any shares of capital stock of the Company or any Subsidiary, (iii) there are no contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to issue additional shares of capital stock of the Company or any Subsidiary or options or other equity-based awards, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, or evidencing the right to subscribe for, purchase or receive any shares of capital stock of the Seller Company or any Subsidiary; (iv) there are no material outstanding debt securities, notes, credit agreements, credit facilities or other agreements, arrangements, commitments, documents or instruments evidencing indebtedness of the Company or any Subsidiary or by which the Company or any Subsidiary is bound, other than credit agreements or facilities entered into by the Bank in the ordinary course of its business; (v) there are no agreements, commitments, understandings or arrangements under which the Company or any Subsidiary is obligated to register the sale of any of the securities of the Company or any Subsidiary under the Securities Act (except pursuant to the Registration Rights Agreement); (vi) there are no outstanding securities or instruments, agreements, commitments, understandings or arrangements 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 Seller Company or any Subsidiary is or may become bound to issue additional shares of capital stock sell, transfer, dispose, repurchase or redeem a security of the Seller; Company or any Subsidiary; (iivii) there are no outstanding debt securitiessecurities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Shares; and (iiiviii) there are no unperformed the Company does not have any stock appreciation rights or “phantom stock” plans or agreements or arrangements under which any similar plan or agreement; and (ix) neither the Seller is obligated to register the sale of Company nor any of its securities under the 1933 Act. The Seller Subsidiary has furnished to the Buyer true and correct copies of: (i) the Seller's Amended and Restated Articles of Incorporation, as amended and as in effect any liabilities or obligations not disclosed on the date hereof (Company’s Financial Statements or disclosed in the "Articles of Incorporation")notes thereto, (ii) which, individually or in the Seller's Bylawsaggregate, as in effect on the date hereof (the "Bylaws") and (iii) the Articles of Amendment will have or would reasonably be expected to Articles of Incorporation of the Seller dated as of September __, 2000 which provides the terms of the Series A Convertible Preferred Stock of the Seller convertible into or exercisable for Seller's Common Stock and the material rights of the holders thereof in respect theretohave a Material Adverse Effect.

Capitalization. As of (a) On the date of this Agreementhereof, the authorized capital stock of the Seller Company consists solely of 40,000,000 shares 100,000,000 Shares. As of Common Stock and 1,000,000 shares the opening of Preferred Stock, of which immediately prior to business on the date of this Agreementhereof, approximately [_________] shares of Common Stock are (i) 21,230,097 Shares were validly issued and outstanding, and, except for [__________], no shares of preferred stock, debentures or notes are issued and outstanding. All of such outstanding shares have been duly authorized and validly issued and are fully paid and nonassessable. Except as disclosed in Schedule 3(c), no shares of Common Stock or Preferred Stock are nonassessable and not subject to preemptive or similar rights or any liens or encumbrances suffered or permitted by rights, (ii) 3,733,729 Shares would be issuable upon exercise of outstanding Options (both vested and unvested), (iii) 2,823,000 Shares would be issuable upon exercise of the SellerCompany's 6% Convertible Subordinated Notes due 2012 (the "SUBORDINATED NOTES"), and (iv) 4,225,000 Shares were reserved for issuance upon exercise of the Termination Option as defined in Section 8.2. Except for the Stock Options, Subordinated Notes, the Rights (as disclosed defined in Schedule 3(cSection 6.12 hereof) and the Termination Option, and except as set forth in Section 4.2(a) of the Disclosure Schedule, Shares issued pursuant thereto and as set forth above in this Section 4.2(a), as of the date of this Agreement: (i) there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, any shares of capital stock of the Seller Company issued or contractsoutstanding or any subscriptions, commitmentsoptions, understandings warrants, calls, rights, convertible securities or arrangements by which other agreements or commitments of any character obligating the Seller is Company to issue, transfer or may become bound to issue additional sell any of its securities. (b) Except as set forth in Section 4.2(b) of the Disclosure Schedule, the Company or one of its Subsidiaries owns all of the outstanding shares of capital stock of each Subsidiary of the Seller;Company. Section 4.2(b) of the Disclosure Schedule sets forth each other Person whose equity securities are held by the Company or any of its Subsidiaries (the "MINORITY OWNED ENTITIES") and the percentage interest held by the Company or such Subsidiary. Except as set forth in Section 4.2(b) of the Disclosure Schedule, there are not now, and there will not be as a result of the transactions contemplated by this Agreement (including the Offer and the Merger), any outstanding subscriptions, options, warrants, calls, rights, convertible securities or other agreements or commitments of any character relating to the issued or unissued capital stock or other securities of any of the Company's Subsidiaries or otherwise obligating the Company or any such Subsidiary to issue, transfer or sell any such securities. (iic) Except as set forth in Section 4.2(c) of the Disclosure Schedule, there are no outstanding debt securities; and (iii) there are no unperformed voting trusts or shareholder agreements or arrangements under agreements providing for the issuance of capital stock to which the Seller is obligated to register the sale of Company or any of its securities under the 1933 Act. The Seller has furnished Subsidiaries is a party with respect to the Buyer true and correct copies of: (i) the Seller's Amended and Restated Articles of Incorporation, as amended and as in effect on the date hereof (the "Articles of Incorporation"), (ii) the Seller's Bylaws, as in effect on the date hereof (the "Bylaws") and (iii) the Articles of Amendment to Articles of Incorporation voting of the Seller dated as of September __, 2000 which provides the terms capital stock of the Series A Convertible Preferred Stock Company, any of its Subsidiaries or any of the Seller convertible into or exercisable for Seller's Common Stock and the material rights of the holders thereof in respect theretoMinority Owned Entities.

Capitalization. As The authorized capital stock of the Company consists of (i) 20,000,000 shares of Company Common Stock, par value $.01 per share, of which 8,044,475 shares are issued and outstanding, and (ii) 2,000,000 shares of Company Preferred Stock, par value $.01 per share, including 200,000 shares of Series A Junior Preferred Stock, none of which are issued or outstanding. Except as set forth on the Disclosure Schedule, all issued and outstanding shares of capital stock of each Subsidiary are owned, beneficially and of record, by the Company, free and clear of any Liens (as defined in Section 3.15). All issued and outstanding shares of Company Common Stock have been validly issued, are fully paid and nonassessable, and have not been issued in violation of and are not currently subject to any preemptive rights. Except as set forth on the Disclosure Schedule and except for options to purchase an aggregate 832,250 shares of Company Common Stock at an aggregate exercise price of $8,005,782 granted pursuant to the Company's 1991 Stock Incentive Plan and 1995 Non-Employee Director Option Plan (collectively, the "Company Option Plans") listed, together with their respective exercise prices, on the Disclosure Schedule, and except for the rights to purchase under the Company's Employee Stock Purchase Plan shares of Company Common Stock (estimated to be approximately 10,000 shares, at a per share price of $7.44, based on the current contribution rates of the participants, as listed on the Disclosure Schedule, and assuming the current Plan offering period in process as of the date of this AgreementAgreement is ended on September 30, 1998 for this purpose), there are not any outstanding or authorized subscriptions, options, warrants, calls, rights, convertible securities, commitments, restrictions, arrangements, or any other agreements of any character to which the Company or any Subsidiary is a party that, directly or indirectly, (i) obligate the Company or any Subsidiary to issue any shares of capital stock or any securities convertible into, or exercisable or exchangeable for, or evidencing the right to subscribe for, any shares of capital stock, (ii) call for or relate to the sale, pledge, transfer, or other disposition or encumbrance by the Company or any Subsidiary of any shares of its capital stock, or (iii) to the knowledge of the Company, relate to the voting or control of such capital stock. The Disclosure Schedule sets forth a complete and accurate list of all stock options, warrants, and other rights to acquire Company Common Stock, including the name of the holder, the authorized capital date of grant, acquisition price, expiration date, number of shares, exercisability schedule, and, in the case of options, the type of option under the Code. The Disclosure Schedule also sets forth the contractual restrictions to which any shares of Company Common Stock issued pursuant to the Company Option Plans or otherwise are currently subject and also sets forth the restrictions to which such shares will be subject immediately after the Effective Time, other than as set forth in the Company Option Plans or stock option agreements thereunder. No consent of holders or participants under the Company Option Plans or Employee Stock Purchase Plan is required to carry out the provisions of Section 1.7. All actions, if any, required on the part of the Seller consists Company under the Company Option Plans or Employee Stock Purchase Plan to allow for the treatment of 40,000,000 shares of Common Company Options and the Employee Stock and 1,000,000 shares of Preferred StockPurchase Plan as is provided in Section 1.7, of which immediately has been, or prior to the Closing will be, validly taken by the Company, and the Company will not from and after the date hereof allow any increase in the rate of a participant's contributions to the Employee Stock Purchase Plan, any new enrollments or re-enrollments in the current offering period in process as of the date of this Agreement, approximately [_________] shares Agreement under such Plan or the commencement of Common Stock are issued and outstanding, and, except for [__________], no shares of preferred stock, debentures or notes are issued and outstanding. All of any offering periods under such outstanding shares have been duly authorized and validly issued and are fully paid and nonassessable. Except as disclosed Plan subsequent to the current offering period in Schedule 3(c), no shares of Common Stock or Preferred Stock are subject to preemptive or similar rights or any liens or encumbrances suffered or permitted by the Seller. Except as disclosed in Schedule 3(c), process as of the date of this Agreement: (i) there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, any shares of capital stock of the Seller or contracts, commitments, understandings or arrangements by which the Seller is or may become bound to issue additional shares of capital stock of the Seller; (ii) there are no outstanding debt securities; and (iii) there are no unperformed agreements or arrangements under which the Seller is obligated to register the sale of any of its securities under the 1933 Act. The Seller has furnished to the Buyer true and correct copies of: (i) the Seller's Amended and Restated Articles of Incorporation, as amended and as in effect on the date hereof (the "Articles of Incorporation"), (ii) the Seller's Bylaws, as in effect on the date hereof (the "Bylaws") and (iii) the Articles of Amendment to Articles of Incorporation of the Seller dated as of September __, 2000 which provides the terms of the Series A Convertible Preferred Stock of the Seller convertible into or exercisable for Seller's Common Stock and the material rights of the holders thereof in respect thereto.

Capitalization. As Schedule 4.3 sets forth as of the date of this Agreement, hereof (a) the authorized capital stock of the Seller consists Company; (b) the number of 40,000,000 shares of Common Stock and 1,000,000 shares of Preferred Stock, of which immediately prior to the date of this Agreement, approximately [_________] shares of Common Stock are capital stock issued and outstanding, and, except for [__________], no ; (c) the number of shares of preferred stockcapital stock issuable pursuant to the Company’s stock plans (including, debentures after giving effect to the Merger); (d) the number of shares of capital stock issuable pursuant to the Merger; (e) the number of shares of capital stock issuable and reserved for issuance pursuant to securities (other than the Shares and the Warrants) exercisable for, or notes are issued convertible into or exchangeable for any shares of capital stock of the Company; and outstanding(f) the pro forma capitalization of the Company after giving effect to the Merger, the Reverse Split, the issuance of the Shares and the Warrants and the consummation of the other transactions contemplated by the Transaction Documents. All of such the issued and outstanding shares of the Company’s capital stock have been duly authorized and validly issued and are fully paid paid, nonassessable and nonassessablefree 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 disclosed described on Schedule 4.3, all of the issued and outstanding shares of capital stock or membership interests, as applicable, of each Subsidiary have been duly authorized and validly issued and are fully paid, nonassessable and free of pre-emptive rights, were issued in full compliance with applicable state and federal securities law and any rights of third parties and, upon consummation of the Merger, will be directly or indirectly owned by the Company, beneficially and of record, subject to no lien, encumbrance or other adverse claim. Except as described on Schedule 3(c)4.3, no Person is entitled to pre-emptive or similar statutory or contractual rights with respect to any securities of the Company. Except for Securities to be issued hereunder and the Agent Warrants or as described on Schedule 4.3, there are no outstanding warrants, options, convertible securities or other rights, agreements or arrangements of any character under which the Company or any of its Subsidiaries is or may be obligated to issue any equity securities of any kind, and except as contemplated by this Agreement, neither the Company nor any of its Subsidiaries is currently in negotiations for the issuance of any equity securities of any kind. Except as described on Schedule 4.3 and except for the Registration Rights Agreement, the Stock Repurchase Agreement and the Voting Agreements, there are no voting agreements, repurchase or redemption agreements, buy-sell agreements, option or right of first purchase agreements or other agreements of any kind among the Company and any of the securityholders of the Company relating to the securities of the Company held by them. Except as described on Schedule 4.3 and except as provided in the Registration Rights Agreement, no Person has the right to require the Company to register any securities of the Company under the 1933 Act, whether on a demand basis or in connection with the registration of securities of the Company for its own account or for the account of any other Person. Except for the Agent Warrants or as described on Schedule 4.3, the issuance and sale of the Securities hereunder will not obligate the Company to issue shares of Common Stock or Preferred Stock are subject other securities to preemptive any other Person (other than the Investors) and, except for the Reverse Split, will not result in the adjustment of the exercise, conversion, exchange or similar rights or reset price of any liens or encumbrances suffered or permitted by the Selleroutstanding security. Except as disclosed in described on Schedule 3(c)4.3, as of the date of this Agreement: (i) there are no Company does not have outstanding options, warrants, scrip, shareholder purchase rights to subscribe to, calls or commitments of “poison pill” or any character whatsoever relating to, or securities or rights convertible into, any shares of capital stock of the Seller or contracts, commitments, understandings or arrangements by which the Seller is or may become bound to issue additional shares of capital stock of the Seller; (ii) there are no outstanding debt securities; and (iii) there are no unperformed agreements or arrangements under which the Seller is obligated to register the sale of any of its securities under the 1933 Act. The Seller has furnished to the Buyer true and correct copies of: (i) the Seller's Amended and Restated Articles of Incorporation, as amended and as similar arrangement in effect on giving any Person the date hereof (right to purchase any equity interest in the "Articles Company upon the occurrence of Incorporation"), (ii) the Seller's Bylaws, as in effect on the date hereof (the "Bylaws") and (iii) the Articles of Amendment to Articles of Incorporation of the Seller dated as of September __, 2000 which provides the terms of the Series A Convertible Preferred Stock of the Seller convertible into or exercisable for Seller's Common Stock and the material rights of the holders thereof in respect theretocertain events.

Capitalization. As of the date of this Agreement, the The authorized capital stock of the Seller Company consists of 40,000,000 shares 15,000,000 Preferred Shares and 50,000,000 Common Shares. As of Common Stock and 1,000,000 shares of Preferred Stock, of which immediately prior to the date of this Agreementhereof, approximately [_________] shares of (i) 10,420,870 Common Stock Shares are issued and outstanding, andall of which are validly issued, except fully paid and nonassessable, (ii) 5,407 Common Shares and 4,685 Preferred Shares are held in the Company's treasury, (iii) no Shares are held by the Subsidiaries, (iv) 1,382,211 Common Shares are reserved for [__________]issuance pursuant to grants or awards under the Stock Option Plans, no shares (v) 432,903 Common Shares are reserved for issuance upon exercise of preferred stockwarrants (the"Warrants") expiring on October 4, debentures or notes 2000, with an exercise price of $30.00 per share, (vi) 848,931 Preferred Shares are issued and outstanding. All , all of such outstanding shares have been duly authorized and which are validly issued and are issued, fully paid and nonassessable, and (vii) $195,000,000 in principal amount of the Notes are outstanding. Except as disclosed in Schedule 3(c), no shares set forth above or on Section 3.03 of Common Stock or Preferred Stock are subject to preemptive or similar rights or any liens or encumbrances suffered or permitted by the Seller. Except as disclosed in Schedule 3(c)Disclosure Schedule, as of the date of this Agreement: : (i) no shares of capital stock or other voting securities of the Company are issued, reserved for issuance or outstanding; (ii) there are no stock appreciation rights, phantom stock units, restricted stock grants, contingent stock grants or Plans which grant awards of any of the foregoing, and there are no other outstanding options, warrants, scrip, contractual rights to subscribe to, calls or commitments which the Company is a party the value of any character whatsoever relating to, or securities or rights convertible into, any which is based on the value of Shares; (iii) all outstanding shares of capital stock of the Seller Company are, and all Shares which may be issued will be, when so issued, duly authorized, validly issued, fully paid and nonassessable and not subject to preemptive rights; and (iv) there are no bonds, debentures, notes or contractsother indebtedness of the Company having the right to vote (or convertible into, commitmentsor exchangeable for, understandings securities having the right to vote) on any matters on which stockholders of the Company may vote. Except as set forth in this Section 3.03 or Section 3.03 of the Disclosure Schedule, and except for the Stock Option Agreement, there are no options, warrants or other rights, agreements, arrangements by which or commitments of any character obligating the Seller is Company or may become bound any Subsidiary to issue additional or sell any shares of capital stock of, or other equity interests in, the Company or any Subsidiary. Section 3.03 of the Seller; (ii) there Disclosure Schedule sets forth a list, as of the date hereof, of the names of each person holding options under the Stock Option Plans, and the number of shares purchasable under, the exercise price of such options, date such options were granted and the date on which such options expire. There are no outstanding debt securities; and (iii) there are no unperformed agreements contractual obligations of the Company or arrangements under which the Seller is obligated any Subsidiary to register the sale repurchase, redeem or otherwise acquire any Shares or any capital stock of any Subsidiary or to provide funds to, or make any investment (in the form of its securities under a loan, capital contribution or otherwise) in, any Subsidiary or any other person. Each outstanding share of capital stock of each Subsidiary is duly authorized, validly issued, fully paid and nonassessable, and, except as set forth in Section 3.03 of the 1933 Act. The Seller has furnished to Disclosure Schedule, each such share owned by the Buyer true Company or another Subsidiary is owned free and correct copies of: (i) the Seller's Amended and Restated Articles clear of Incorporationall security interests, as amended and as in effect liens, claims, pledges, options, rights of first refusal, agreements, limitations on the date hereof (Company's or such other Subsidiary's voting rights, charges and other encumbrances of any nature whatsoever. Following the "Articles Effective Time, no holder of Incorporation"), (ii) the Seller's Bylaws, as in effect on the date hereof (the "Bylaws") and (iii) the Articles Options will have any right to receive shares of Amendment to Articles of Incorporation common stock of the Seller dated as Surviving Corporation upon exercise of September __, 2000 which provides the terms of the Series A Convertible Preferred Stock of the Seller convertible into or exercisable for Seller's Common Stock and the material rights of the holders thereof in respect theretoOptions.

Capitalization. Section 4.8 of the Disclosure Schedules sets forth, with respect to Purchaser, as of the date hereof, (a) the number of authorized shares of Purchaser Common Stock and Series A Preferred Stock (“Purchaser Preferred Stock”), (b) the total number of shares of Purchaser Common Stock and Purchaser Preferred Stock that are outstanding and (c) the number of shares of Purchaser Common Stock reserved for issuance upon the exercise of warrants to purchase shares of Purchaser Common Stock (the, “Purchaser Warrants”). As of the date hereof, there are no other authorized or outstanding equity interests of this AgreementPurchaser, the and there are no other authorized capital stock and outstanding equity interests of the Seller consists Purchaser convertible into or exchangeable for any other equity interests of 40,000,000 shares of Common Stock Purchaser. Purchaser will not, and 1,000,000 shares of Preferred Stock, of which immediately prior to the date Closing Date will not, become a party to or subject to any contract or obligation wherein any third party has, or will have, a right, option or warrant to purchase or acquire any rights in any equity interests of this AgreementPurchaser. Except as set forth on Section 4.8 of the Disclosure Schedules, approximately [_________] there are no stockholder agreements, voting trusts or proxies or other agreements or understandings in effect with respect to the voting of the Purchaser Common Stock, in each case, to which Purchaser or any of its Subsidiaries is a party. All shares of Purchaser Common Stock that (x) are issued and outstanding, and, except for [__________], no shares of preferred stock, debentures or notes are issued and outstanding. All of such outstanding shares have been duly authorized and are and (y) will be issued as part of the Stock Consideration have been validly issued and are fully paid and nonassessablenon assessable. Except None of the shares of Purchaser Common Stock was issued in violation of any preemptive rights. There are no bonds, debentures, notes or other indebtedness that have the right to vote on any matters on which holders of Purchaser Common Stock may vote. Since December 31, 2013 through the date hereof, except as disclosed in Schedule 3(ccontemplated by this Agreement (including the Debt Financing), no shares of Common Stock Purchaser has not issued or Preferred Stock are subject to preemptive or similar rights or any liens or encumbrances suffered or permitted by the Seller. Except as disclosed in Schedule 3(c), as of the date of this Agreement: (i) there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, repurchased any shares of its capital stock of the Seller or contracts, commitments, understandings or arrangements by which the Seller is or may become bound to issue additional shares of capital stock of the Seller; (ii) there are no outstanding debt securities; and (iii) there are no unperformed agreements or arrangements under which the Seller is obligated to register the sale of any of its securities under the 1933 Act. The Seller has furnished to the Buyer true and correct copies of: (i) the Seller's Amended and Restated Articles of Incorporation, as amended and as in effect on the date hereof (the "Articles of Incorporation"), (ii) the Seller's Bylaws, as in effect on the date hereof (the "Bylaws") and (iii) the Articles of Amendment to Articles of Incorporation of the Seller dated as of September __, 2000 which provides the terms of the Series A Convertible Preferred Stock of the Seller convertible into or exercisable for Seller's Common Stock and the material rights of the holders thereof in respect theretostock.

Capitalization. As of the date of this Agreement, the (a) The authorized capital stock of the Seller XETA consists of 40,000,000 50,000,000 Common Shares, par value $0.001 per share, and 50,000 shares of preferred stock, par value $0.10 per share (“Preferred Shares”). As of February 3, 2011, (i) 10,762,191 Common Stock Shares were issued and 1,000,000 shares of Preferred Stock, outstanding (109,476 Common Shares of which immediately prior being issued and outstanding but unvested and subject to a risk of forfeiture under previously granted awards of Restricted Shares), all of which Common Shares were validly issued and fully paid and are nonassessable, and none of which were issued in violation of any preemptive or similar rights of any securityholder of XETA, (ii) no Preferred Shares were issued and outstanding, (iii) Options to purchase an aggregate of 940,662 Common Shares were issued and outstanding (of which Options to purchase an aggregate of 668,182 Common Shares were exercisable) and (iv) warrants to purchase an aggregate of 150,000 Common Shares were issued and outstanding (of which warrants, an aggregate of 150,000 Common Shares were exercisable). (b) From December 17, 2010 to the date of this Agreement, approximately [_________] XETA has not issued any shares of Common Stock are issued and outstanding, andcapital stock or granted any options covering shares of capital stock, except for [__________], no shares issued pursuant to the exercise of preferred stock, debentures Options or notes are issued pursuant to any Stock Plan. Subject to the foregoing and outstanding. All of such outstanding shares have been duly authorized and validly issued and are fully paid and nonassessable. Except other than as disclosed in Schedule 3(c), no shares of Common Stock or Preferred Stock are subject to preemptive or similar rights or any liens or encumbrances suffered or permitted contemplated by the Seller. Except as disclosed in Schedule 3(c)Stock Plans, as of the date of this Agreement: (i) there are no outstanding options, warrantswarrants or other rights, scripagreements, rights to subscribe to, calls arrangements or commitments of any character whatsoever relating toobligating XETA or any of its subsidiaries to issue or sell any shares of capital stock of, or securities other equity interests in, XETA or rights convertible intoany of its subsidiaries. There are no outstanding contractual obligations of XETA or any of its subsidiaries to repurchase, redeem or otherwise acquire any shares of capital stock of XETA or any of its subsidiaries. (c) Except as set forth in Section 2.3 of the Seller XETA Schedule, all of the issued and outstanding capital stock or contractsequivalent equity interests of each of XETA’s subsidiaries were duly authorized, commitmentsvalidly issued and fully paid and are non-assessable and are owned by XETA, understandings directly or arrangements by which through its subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance or claim (each, a “Lien”), other than in favor of XETA or any of its subsidiaries; and none of the Seller is or may become bound to issue additional outstanding shares of capital stock of the Seller; (ii) there are no outstanding debt securities; and (iii) there are no unperformed agreements or arrangements under which the Seller is obligated to register the sale equivalent equity interests of any of its securities XETA’s subsidiaries were issued in violation of any preemptive or similar rights arising by operation of law, or under the 1933 Act. The Seller has furnished charter, bylaws or other comparable organizational documents of any of XETA’s subsidiaries or under any agreement to the Buyer true and correct copies of: (i) the Seller's Amended and Restated Articles which XETA or any of Incorporation, as amended and as in effect on the date hereof (the "Articles of Incorporation"), (ii) the Seller's Bylaws, as in effect on the date hereof (the "Bylaws") and (iii) the Articles of Amendment to Articles of Incorporation of the Seller dated as of September __, 2000 which provides the terms of the Series A Convertible Preferred Stock of the Seller convertible into or exercisable for Seller's Common Stock and the material rights of the holders thereof in respect theretoits subsidiaries is a party.

Capitalization. As of the date of this Agreement, the The authorized capital stock of the Seller Company consists of 40,000,000 10,000,000 shares of Common Stock. As of the close of business on January 31, 1996, 4,628,054 shares of Common Stock were issued and 1,000,000 shares of Preferred Stockoutstanding, of which immediately prior to the date of this Agreement, approximately [_________] 671,021 shares of Common Stock are issued and outstanding, and, except were reserved for [__________], no issuance upon the exercise of outstanding options to acquire shares of preferred stock, debentures or notes are issued and outstanding. All of such outstanding shares have been duly authorized and validly issued and are fully paid and nonassessable. Except as disclosed in Schedule 3(cCommon Stock ("Stock Options"), no shares of Common Stock or were held by the Company in its treasury and 16,430 shares of Common Stock were reserved for issuance under the Company's employee stock purchase plan (the "Stock Purchase Plan") and no shares of Preferred Stock were issued and outstanding. The number of issued and outstanding shares of Common Stock at any time taken together with the number of shares of Common Stock reserved for issuance upon the exercise of outstanding Stock Options at such time is referred to herein as the "Fully Diluted Shares." All of the issued and outstanding shares of Common Stock are validly issued, fully paid and nonassessable and are not subject to preemptive rights created by statute, the Certificates of Incorporation or similar rights Bylaws of the Company or any liens agreement to which the Company is a party or encumbrances suffered by which the Company or permitted by the Sellerits assets is bound. Except as disclosed in Schedule 3(c)this Section 4.2, as of the date of this Agreement: (i) there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, any shares of capital stock of the Seller Company issued or contractsoutstanding, commitmentsand except for the Stock Options and rights to purchase shares of Common Stock under the Stock Purchase Plan, understandings there are no outstanding subscriptions, options, warrants, rights, convertible securities or arrangements by other agreements or commitments of any character (including, without limitation, rights which will or could become exercisable as a result of this Agreement or any transaction contemplated hereby) relating to the Seller is issued or may become bound unissued capital stock or other securities of the Company obligating the Company to issue issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock of the Seller; (ii) there Company or obligating the Company to grant, extend or enter into any subscription, option, warrant, right, convertible security or other similar agreement or commitment. There are no outstanding debt securities; and (iii) there are no unperformed voting trusts or other agreements or arrangements under understandings to which the Seller Company or any Subsidiary of the Company is obligated to register the sale of any of its securities under the 1933 Act. The Seller has furnished a party with respect to the Buyer true and correct copies of: (i) the Seller's Amended and Restated Articles of Incorporation, as amended and as in effect on the date hereof (the "Articles of Incorporation"), (ii) the Seller's Bylaws, as in effect on the date hereof (the "Bylaws") and (iii) the Articles of Amendment to Articles of Incorporation voting of the Seller dated as of September __, 2000 which provides the terms capital stock of the Series A Convertible Preferred Stock of the Seller convertible into Company or exercisable for Seller's Common Stock and the material rights of the holders thereof in respect theretosuch Subsidiary.