Common use of Company Capital Structure Clause in Contracts

Company Capital Structure. (a) Immediately prior to the transactions contemplated hereunder, the authorized capital stock of the Company consists of (i) 10,000,000 shares of Company Common Stock, $0.00001 par value per share (“Common Stock”) of which 8,000,000 are issued and outstanding (which such amounts include the shares issuable upon exercise of the Company Options on the Closing Date). The Company Common Stock, including all shares subject to the Company’s right of repurchase, is held of record beneficially by the Persons with the addresses and in the amounts and represented by the certificates set forth on Schedule 3.4(a). All outstanding shares of Company Common Stock (i) have been duly authorized and validly issued and are fully paid, non-assessable and not subject to preemptive rights or similar rights created by statute, the Company’s Articles of Incorporation, the By-Laws of the Company or any agreement or document to which the Company is a party or by which it is bound, and (ii) have been offered, sold, issued and delivered by the Company in all material respects in compliance with all applicable Laws, including federal and state corporate and securities Laws. There are no declared or accrued but unpaid dividends with respect to any shares of Company Common Stock. Except as set forth in this Section 3.4, as of the date of this Agreement no shares of Company Common Stock, other equity securities, partnership interests or similar ownership interests or other voting securities of the Company or any securities exchangeable or convertible into or exercisable for such capital stock, other equity securities, partnership interests or similar ownership interests or other voting securities of the Company, were issued, reserved for issuance or outstanding. Except as set forth on Schedule 3.4(a), there are no 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 on Schedule 3.4, the Company has never repurchased, redeemed or otherwise acquired or caused the repurchase, redemption or acquisition of any shares of Company Common Stock or other securities of the Company, and there are no amounts owed or which may be owed to any Person by the Company as a result of any repurchase, redemption or acquisition of any shares of Company Common Stock or other securities of the Company. There is no claim or basis for such a claim to any portion of the Merger Consideration except as set forth in Schedule 1.2 by any current or former Shareholder, option holder or warrant holder of the Company, or any other Person. (i) Except for the Company’s 2006 Stock Plan (the “Company Option Plan”), as amended, the Company has never adopted, sponsored or maintained any stock option plan or any other plan or agreement providing for equity compensation to any Person. The Company Option Plan has been duly authorized, approved and adopted by the Company’s Board of Directors and the Shareholders and is in full force and effect. The Company has reserved for issuance to Employees of and consultants to the Company 2,000,000 shares of Company Common Stock under the Company Option Plan, of which options to purchase 430,000 shares of Company Common Stock have been granted and are outstanding (each, a “Company Option”). Except as set forth on Schedule 3.4, all outstanding Company Options have been offered, issued and delivered by the Company in all material respects in compliance with all applicable Laws, including federal and state corporate and securities Laws, and in compliance with the terms and conditions of the Company Option Plan. Schedule 3.4(a)(i) sets forth for each outstanding Company Option, the name of the holder of such option, the domicile address of such holder, an indication of whether such holder is an Employee of the Company, the date of grant or issuance of such option, the number of shares of Company Common Stock subject to such option, the exercise price of such option, the vesting schedule for such option, including the extent vested on the date of this Agreement and whether and to what extent the exercisability of such option will be accelerated and become exercisable as a result of the transactions contemplated by this Agreement, and whether such Company Option is or is not an incentive stock option as defined in Section 422 of the Code. (ii) The Company has outstanding warrants for the purchase of shares of Company Common Stock (each, a “Company Warrant”). All Company Warrants have been offered, issued and delivered by the Company in all material respects in compliance with all applicable Laws, including federal and state corporate and securities Laws. Schedule 3.4(a)(ii) sets forth for each outstanding Company Warrant, the name of the holder of such Company Warrant, the domicile address of such holder, an indication of whether such holder is an Employee of the Company, the date of grant or issuance of such Company Warrant, the number of shares of Company Common Stock subject to such Company Warrant, the exercise price of such Company Warrant, the vesting schedule for such Company Warrant, including the extent vested to the date of this Agreement and whether and to what extent the exercisability of such Company Warrant will be accelerated and become exercisable as a result of the transactions contemplated by this Agreement. (iii) Except for the Company Options and Company Warrants, there are no Company Stock Rights or agreements of any character, written or oral, obligating the Company to issue, deliver, sell, repurchase or redeem, or cause to be issued, delivered, sold, repurchased or redeemed, any Company Common Stock or any capital stock or equity or other ownership interest of the Company or obligating the Company to grant, extend, accelerate the vesting of, change the price of, otherwise amend or enter into any such Company Stock Right. There are no outstanding or authorized stock appreciation, phantom stock, profit participation, or other similar rights with respect to the Company. (b) Except for the agreements or understandings set forth on Schedule 3.4(b) (collectively, the “Shareholder Voting Agreements”), there are no (i) voting trusts, proxies, or other agreements or understandings with respect to the voting stock of the Company to which the Company is a party, by which the Company is bound, or of which the Company has knowledge, or (ii) agreements or understandings to which the Company is a party, by which the Company is bound, or of which the Company has knowledge relating to the registration, sale or transfer (including agreements relating to rights of first refusal, “co-sale” rights or “drag-along” rights) of any Company Common Stock. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby and thereby does not implicate any rights or obligations under the Shareholder Voting Agreements that have not been complied with or waived. The Shareholders of Company Common Stock and Company Stock Rights have been or will be properly given, or shall have properly waived, any required notice prior to the transactions contemplated herein.

Company Capital Structure. (a) Immediately prior to the transactions contemplated hereunder, the authorized The registered share capital stock of the Company consists of (i) 10,000,000 shares of is NIS 30,000,000 divided into 30,000,000 Company Common StockShares, $0.00001 par value per share (“Common Stock”) of which 8,000,000 20,406,363 Company Shares are issued and outstanding (which such amounts include the as of August 31, 2009. No Company Shares are dormant shares issuable upon exercise and no shares are held in treasury by any member of the Company Options on the Closing Date). The Company Common Stock, including all shares subject to the Company’s right of repurchase, is held of record beneficially by the Persons with the addresses and in the amounts and represented by the certificates set forth on Schedule 3.4(a)Group. All outstanding shares of Company Common Stock (i) have been Shares, when issued, were duly authorized authorized, validly issued, fully paid and validly issued and are fully paid, non-assessable and are not subject to preemptive rights or similar rights created by statute, the Charter Documents of the Company’s Articles , or any agreement to which the Company is or was a party or by which it is or was otherwise bound. All outstanding Company Shares and Company Options have been issued (i) in compliance with all applicable securities laws and other applicable Legal Requirements, and (ii) in compliance with all applicable requirements set forth in Contracts. There are no declared or accrued but unpaid dividends with respect to any Company Shares. Except as contemplated hereby, there are no voting trusts, proxies, or other agreements or understandings with respect to the voting of Incorporation, the By-Laws shares of the Company or any agreement or document to which the Company is a party or by which it is bound, and (ii) have been offered, sold, issued and delivered by or of which the Company in all material respects in compliance with all applicable Lawshas knowledge. To the Company’s knowledge, including federal and state corporate and securities Laws. There there are no declared agreements relating to the registration, sale or accrued but unpaid dividends with respect transfer (including agreements relating to rights of first refusal, co-sale rights or “drag-along” rights) of any shares of Company Common Stock. Except as set forth in this Section 3.4, as capital stock of the date of this Agreement Company, and no shares of Company Common Stock, other equity securities, partnership interests or similar ownership interests or other voting securities of Person has any right to cause the Company or to effect the registration under the Securities Act of any securities exchangeable or convertible into or exercisable for such capital stock, other equity securities, partnership interests or similar ownership interests or other voting securities of the Company, were other than under the Registration Rights Agreement. (b) The Purchased Securities have been duly authorized and, when issued, delivered and paid for in the manner set forth in this Agreement or, with respect to the Warrant Shares, in the manner set forth in the Warrants, will be validly issued, fully paid, nonassessable, free and clear of all Liens and duly registered in the name of the Investors in the Company’s share register. On the Pre-Closing Date the Company shall have reserved from its duly authorized share capital the maximum number of Company Shares required for the issuance of the Purchased Securities. The Purchased Shares and the Warrant Shares will have the rights, preferences, privileges and restrictions set forth in the Charter Documents. The execution and delivery by the Company of this Agreement, the Related Agreements and the consummation of the transactions contemplated hereby and thereby will not obligate the Company to issue any Company Shares or other securities to any other person or entity and will not result in the adjustment of, or give rise to a right to adjust, the exercise, conversion, exchange or reset price or any other term of any outstanding security. The Company does not have outstanding stockholder purchase rights or “poison pill” or any similar arrangement in effect giving any person or entity the right to receive or purchase any equity interest in the Company upon the occurrence of certain events. (c) The SEC Documents detail the number of Company Shares reserved for issuance or outstanding. Except as set forth on Schedule 3.4(a), there are no bonds, debentures, notes or other indebtedness under the Option Plans upon the exercise 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 on Schedule 3.4Options, the Company has never repurchased, redeemed or otherwise acquired or caused the repurchase, redemption or acquisition of any shares of Shares subject to outstanding and unexercised Company Common Stock or other securities of the Company, Options and there are no amounts owed or which may be owed to any Person by the Company as a result of any repurchase, redemption or acquisition of any shares of Company Common Stock or other securities of the Company. There is no claim or basis Shares available for such a claim to any portion of the Merger Consideration except issuance thereunder. (d) Other than as set forth in Schedule 1.2 by any current or former Shareholder, option holder or warrant holder of the Company, or any other Person. (iSections 3.2(a) Except for the Company’s 2006 Stock Plan (the “Company Option Plan”), as amended, the Company has never adopted, sponsored or maintained any stock option plan or any other plan or agreement providing for equity compensation to any Person. The Company Option Plan has been duly authorized, approved and adopted by the Company’s Board of Directors 3.2(c) and the Shareholders and is in full force and effect. The Company has reserved for issuance to Employees of and consultants to the Company 2,000,000 shares of Company Common Stock under the Company Option Plan, of which options to purchase 430,000 shares of Company Common Stock have been granted and are outstanding (each, a “Company Option”). Except as set forth on Schedule 3.4, all outstanding Company Options have been offered, issued and delivered by the Company in all material respects in compliance with all applicable Laws, including federal and state corporate and securities Laws, and in compliance with the terms and conditions of the Company Option Plan. Schedule 3.4(a)(i) sets forth for each outstanding Company Option, the name of the holder of such option, the domicile address of such holder, an indication of whether such holder is an Employee of the Company, the date of grant or issuance of such option, the number of shares of Company Common Stock subject to such option, the exercise price of such option, the vesting schedule for such option, including the extent vested on the date of this Agreement and whether and to what extent the exercisability of such option will be accelerated and become exercisable as a result of the transactions contemplated by this Agreement, and whether such Company Option is or is not an incentive stock option as defined in Section 422 of the Code. (ii) The Company has outstanding warrants for the purchase of shares of Company Common Stock (each, a “Company Warrant”). All Company Warrants have been offered, issued and delivered by the Company in all material respects in compliance with all applicable Laws, including federal and state corporate and securities Laws. Schedule 3.4(a)(ii) sets forth for each outstanding Company Warrant, the name of the holder of such Company Warrant, the domicile address of such holder, an indication of whether such holder is an Employee of the Company, the date of grant or issuance of such Company Warrant, the number of shares of Company Common Stock subject to such Company Warrant, the exercise price of such Company Warrant, the vesting schedule for such Company Warrant, including the extent vested to the date of this Agreement and whether the Related Agreements and to what extent in the exercisability of such Company Warrant will be accelerated and become exercisable as a result of the transactions contemplated by this Agreement. (iii) Except for the Company Options and Company WarrantsSEC Documents, there are no Company Stock Rights or agreements (i) securities of any character, written or oral, obligating member of the Company Group authorized, convertible into or exchangeable for shares of capital stock or voting securities of such member of the Company Group, (ii) options, warrants, calls, rights, convertible securities or other rights to acquire from the member of the Company Group, and no obligation of the member of the Company Group, to issue, deliver, sell, repurchase or redeem, or cause to be issued, delivered, sold, repurchased or redeemed, now or in the future, any Company Common Stock capital stock, voting securities or any securities convertible into or exchangeable for capital stock or equity or other ownership interest voting securities of any member of the Company Group, and (iii) equity equivalents, phantom or obligating notional equity interests, interests in the ownership, earnings or price per security of any member of the Company Group or other similar rights in the equity of any member of the Company Group. The execution, delivery and performance by the Company of this Agreement and any Related Agreement to which the Company is a party, and the consummation of the transactions contemplated hereby and thereby, will not result in or give rise to an obligation of the Company to grant, extend, accelerate the vesting of, change the price of, otherwise amend or enter into the terms of, any such options, warrants, calls, rights, convertible securities or other rights to acquire from the member of the Company Stock Right. Group. (e) There are no outstanding or authorized stock appreciationbonds, phantom stockdebentures, profit participation, notes or other similar rights with respect to indebtedness of any member of the Company. (b) Except for the agreements or understandings set forth on Schedule 3.4(b) (collectively, the “Shareholder Voting Agreements”), there are no Company Group (i) voting trusts, proxiesgranting the holder thereof the right to vote on any matters on which shareholders may vote (or which is convertible into, or other agreements or understandings with respect to the voting stock of the Company to which the Company is a partyexchangeable for, by which the Company is bound, or of which the Company has knowledge, securities having such right) or (ii) agreements the value of which is in any way based upon or understandings to which derived from capital or voting share capital of the Company, are issued or outstanding as of the date hereof. (f) No member of the Company Group has agreed, is a party, by which the Company is boundobligated to make, or of is bound by any Contract under which the Company has knowledge relating it may become obligated to the registration, sale or transfer (including agreements relating to rights of first refusal, “co-sale” rights or “drag-along” rights) of make any Company Common Stock. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby and thereby does not implicate any rights or obligations under the Shareholder Voting Agreements that have not been complied with or waived. The Shareholders of Company Common Stock and Company Stock Rights have been or will be properly givenfuture investment in, or shall have properly waivedcapital contribution to, any required notice prior to the transactions contemplated hereinPerson.

Company Capital Structure. (a) Immediately prior to the transactions contemplated hereunder, the The authorized capital stock of the Company consists of (i) 10,000,000 1,000 shares of Company Class A Common Stock, $0.00001 1.00 par value per share (“Common Stock”) share, of which 8,000,000 100 shares are issued and outstanding (which such amounts include the outstanding, and 1,000 shares issuable upon exercise of the Company Options on the Closing Date). The Company Common Class B Preferred Stock, including all no par value per share, of which no shares subject to the Company’s right of repurchase, is held of record beneficially by the Persons with the addresses are issued and in the amounts and represented by the certificates set forth on Schedule 3.4(a)outstanding. All outstanding shares of the capital stock of the Company Common Stock (i) have been are duly authorized authorized, validly issued, fully paid and validly issued and are fully paid, non-assessable and not subject to preemptive rights or similar rights created by statute, the Company’s Articles of Incorporation, the By-Laws Incorporation or Bylaws of the Company or any agreement or document to which the Company is a party or by which it is bound, bound and (ii) have been offered, sold, issued and delivered by the Company in all material respects in compliance with all applicable Laws, including federal and state corporate and securities Lawslaws. There are no declared or accrued but unpaid dividends with respect to any shares of Company Common Stockthe Company’s capital stock. Except Schedule 2.2(a) sets forth any restrictions as set forth in this Section 3.4, as to the vesting of any of the date of this Agreement no shares of Company Common Stock, other equity securities, partnership interests or similar ownership interests or other voting securities of the Company or any securities exchangeable or convertible into or exercisable for such Company’s capital stock, other equity securitiesincluding the number of shares subject to restriction, partnership interests or similar ownership interests or other voting securities the holder thereof and the material terms of any such agreement. (b) ORA is and will be until immediately prior to the Closing the record and beneficial owner and holder of the CompanyShares, were issuedfree and clear of any charge, reserved for issuance or outstanding. Except as set forth on Schedule 3.4(a)claim, there are no bondscommunity property interest, debenturescondition, notes or other indebtedness equitable interest, lien, option, pledge, security interest, right of the Company having the right to vote (or convertible intofirst refusal, or exchangeable for, securities having the right to vote) on any matters on which Shareholders of the Company may vote. Except as set forth on Schedule 3.4, the Company has never repurchased, redeemed or otherwise acquired or caused the repurchase, redemption or acquisition restriction of any shares kind, including any restriction on use, voting, transfer, receipt of Company Common Stock income, or other securities of the Company, and there are no amounts owed or which may be owed to any Person by the Company as a result exercise of any repurchaseother attribute of ownership. The Shares constitute and will constitute on the Closing Date, redemption or acquisition of any shares of Company Common Stock or other securities all the outstanding capital stock of the Company. There is no claim or basis for such a claim to any portion of the Merger Consideration except as set forth in Schedule 1.2 by any current or former Shareholder, option holder or warrant holder of the Company, or any other Person. (i) Except for the Company’s 2006 Stock Plan (the “Company Option Plan”), as amended, the Company has never adopted, sponsored or maintained any stock option plan or any other plan or agreement providing for equity compensation to any Person. The Company Option Plan has been duly authorized, approved and adopted by the Company’s Board of Directors and the Shareholders and is in full force and effect. The Company has reserved for issuance to Employees of and consultants to the Company 2,000,000 shares of Company Common Stock under the Company Option Plan, of which options to purchase 430,000 shares of Company Common Stock have been granted and are outstanding (each, a “Company Option”). Except as set forth on Schedule 3.4, all outstanding Company Options have been offered, issued and delivered by the Company in all material respects in compliance with all applicable Laws, including federal and state corporate and securities Laws, and in compliance with the terms and conditions of the Company Option Plan. Schedule 3.4(a)(i) sets forth for each outstanding Company Option, the name of the holder of such option, the domicile address of such holder, an indication of whether such holder is an Employee of the Company, the date of grant or issuance of such option, the number of shares of Company Common Stock subject to such option, the exercise price of such option, the vesting schedule for such option, including the extent vested on the date of this Agreement and whether and to what extent the exercisability of such option will be accelerated and become exercisable as As a result of the transactions contemplated by this AgreementAcquisition, Buyer will be the sole record and whether such Company Option is or is not an incentive beneficial owner of all outstanding capital stock option as defined in Section 422 of the CodeCompany. (iic) The Company has outstanding warrants for the purchase of shares of Company Common Stock (each, a “Company Warrant”). All Company Warrants have been offered, issued and delivered by the Company in all material respects in compliance with all applicable Laws, including federal and state corporate and securities Laws. Schedule 3.4(a)(ii) sets forth for each outstanding Company Warrant, the name of the holder of such Company Warrant, the domicile address of such holder, an indication of whether such holder is an Employee of the Company, the date of grant or issuance of such Company Warrant, the number of shares of Company Common Stock subject to such Company Warrant, the exercise price of such Company Warrant, the vesting schedule for such Company Warrant, including the extent vested to the date of this Agreement and whether and to what extent the exercisability of such Company Warrant will be accelerated and become exercisable as a result of the transactions contemplated by this Agreement. (iii) Except for the Company Options and Company Warrants, there There are no Company Stock Rights options, warrants, calls, rights, commitments or agreements of any character, written or oral, to which the Company is a party or by which it is bound obligating the Company to issue, deliver, sell, repurchase or redeem, or cause to be issued, delivered, sold, repurchased or redeemed, any Company Common Stock or any shares of the capital stock or equity or other ownership interest of the Company or obligating the Company to grant, extend, accelerate the vesting of, change the price of, otherwise amend grant or enter into any such Company Stock Rightoption, warrant, call, right, commitment or agreement. There are Except as contemplated by this Agreement, there is no outstanding or authorized stock appreciationrights agreement, phantom stockvoting trust, profit participation, proxy or other similar rights with respect to the Company. (b) Except for the agreements agreement or understandings set forth on Schedule 3.4(b) (collectively, the “Shareholder Voting Agreements”), there are no (i) voting trusts, proxies, or other agreements or understandings with respect to the voting stock of the Company understanding to which the Company is a party, party or by which the Company it is bound, or of which the Company has knowledge, or (ii) agreements or understandings bound with respect to which the Company is a party, by which the Company is bound, or of which the Company has knowledge relating to the registration, sale or transfer (including agreements relating to rights of first refusal, “co-sale” rights or “drag-along” rights) any security of any Company Common Stock. The execution and delivery of this Agreement and the consummation class of the transactions contemplated hereby and thereby does not implicate any rights or obligations under the Shareholder Voting Agreements that have not been complied with or waived. The Shareholders of Company Common Stock and Company Stock Rights have been or will be properly given, or shall have properly waived, any required notice prior to the transactions contemplated hereinCompany.

Company Capital Structure. (a) Immediately prior to the transactions contemplated hereunder, the The authorized capital stock of the Company consists of (iof(i) 10,000,000 1,000,000 shares of Company Common Stock, $0.00001 par value per share (“Common Stock”) of which 8,000,000 the Original Stock is issued and outstanding, and (ii) 1,000 shares of Preferred Stock, consisting of 1,000 shares of Series A Preferred Stock, of which no shares are issued and outstanding. The holders of all of the issued and outstanding (which such amounts include the shares issuable upon exercise of capital stock of the Company Options on the Closing Date). The Company Common Stock, including all shares subject to the Company’s right of repurchase, is held of record beneficially by the Persons with the addresses and in the amounts and represented by the certificates are set forth on Schedule 3.4(a3.6(a). All outstanding Except as set forth on Schedule 3.6(a), the Company does not have any shares of Company Common Stock preferred stock or any other shares of capital stock or any other equity or ownership interests of any kind authorized, designated, issued or outstanding. Upon issuance to Cetus, all of the Shares will be (i) have been duly authorized and authorized, validly issued and are issued, fully paid, non-assessable and not subject to preemptive rights or similar rights created by statute, the Company’s Articles of Incorporation, the By-Laws of the Company Organizational Documents or any agreement or document to which the Company is a party or by which it is boundparty, and (ii) have been offered, sold, issued and delivered by the Company in all material respects in compliance with the terms of any applicable agreement or other understanding to which the Company is a party, the Organizational Documents of the Company and all applicable Laws. There are no restrictions of any kind on the transfer of the Shares except those imposed by foreign, including federal and state corporate and securities LawsLaws or by agreement to which Cetus is a signatory. There are no declared or accrued but unpaid dividends with respect to any shares of Company Common Capital Stock. Except as set forth in this Section 3.4, as of the date of this Agreement no shares of Company Common Stock, other equity securities, partnership interests or similar ownership interests or other voting securities of the Company or any securities exchangeable or convertible into or exercisable for such capital stock, other equity securities, partnership interests or similar ownership interests or other voting securities of the Company, were issued, reserved for issuance or outstanding. Except as set forth on Schedule 3.4(a), there are no 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 on Schedule 3.4, the Company has never repurchased, redeemed or otherwise acquired or caused the repurchase, redemption or acquisition of any shares of Company Common Stock or other securities of the Company, and there are no amounts owed or which may be owed to any Person by the Company as a result of any repurchase, redemption or acquisition of any shares of Company Common Stock or other securities of the Company. There is no claim or basis for such a claim to any portion of the Merger Consideration except as set forth in Schedule 1.2 by any current or former Shareholder, option holder or warrant holder of the Company, or any other Person. (b) (i) Except for the Company’s 2006 2011 Stock Option Plan (the “Company Option Plan”), as amended, neither the Company nor any of the Subsidiaries has never adopted, sponsored or maintained any stock option plan or any other plan or agreement providing for equity or equity based compensation to any Person. The Company Option Plan has been or will be duly authorized, approved and adopted by the Company Board and the Company’s Board of Directors and the Shareholders stockholders and is or will be in full force and effect. The Company has reserved for issuance to Employees of and consultants to the Company 2,000,000 and the Subsidiaries no shares of Company Common Stock under the Company Option Plan, of which no options to purchase 430,000 shares of Company Common Stock have been granted and are outstanding. (ii) There are no outstanding Security Rights for or related to any Company Security (eachexcept as provided herein, a “in the Certificate of Incorporation of the Company Option”and the Stockholders Agreement), whether or not currently exercisable. Except as set forth on Schedule 3.43.6(b)(ii), all outstanding Company Options have been offered, issued and delivered by the Company in all material respects in compliance with all applicable Laws, including federal and state corporate and securities Laws, and in compliance with the terms and conditions none of the Company Option Plan. Schedule 3.4(a)(i) sets forth for each outstanding Company Option, the name or any of the holder of such option, the domicile address of such holder, an indication of whether such holder is an Employee of the Company, the date of grant or issuance of such option, the number of shares of Company Common Stock subject to such option, the exercise price of such option, the vesting schedule for such option, including the extent vested on the date of this Agreement and whether and to what extent the exercisability of such option will be accelerated and become exercisable as a result of the transactions contemplated by this Agreement, and whether such Company Option is Subsidiaries has or is not an incentive stock option as defined in Section 422 of the Code.bound by any (iiA) The Company has outstanding warrants for the purchase of shares of Company Common Stock (each, a “Company Warrant”). All Company Warrants have been offered, issued and delivered by the Company in all material respects in compliance with all applicable Laws, including federal and state corporate and securities Laws. Schedule 3.4(a)(ii) sets forth for each outstanding Company Warrant, the name of the holder of such Company Warrant, the domicile address of such holder, an indication of whether such holder is an Employee of the Company, the date of grant or issuance of such Company Warrant, the number of shares of Company Common Stock subject to such Company Warrant, the exercise price of such Company Warrant, the vesting schedule for such Company Warrant, including the extent vested to the date of this Agreement and whether and to what extent the exercisability of such Company Warrant will be accelerated and become exercisable as a result of the transactions contemplated by this Agreement. (iii) Except for the Company Options and Company Warrants, there are no Company Stock Rights or agreements of any character, written or oral, obligating the Company commitment to issue, deliver, sell, repurchase or redeem, or cause to be issued, delivered, sold, repurchased or redeemed, any Company Common Stock Security or any capital stock Subsidiary Security or equity or other ownership interest of the Company or obligating the Company (B) obligation to grant, extend, accelerate the vesting of, change the price of, otherwise amend or enter into any such Security Right for or related to any Company Stock RightSecurity or Subsidiary Securities. There Except as set forth on Schedule 3.6(b)(ii), there are no outstanding or authorized stock appreciation, phantom stock, profit participation, participation or other similar rights with respect to the CompanyCompany or any of the Subsidiaries. (bc) Except for the agreements or understandings Stockholders Agreement and except as set forth on Schedule 3.4(b) (collectively, the “Shareholder Voting Agreements”3.6(c), there are no (i) voting trusts, proxies, proxies or other agreements or understandings with respect to the voting stock of the Shares, any Company Securities or any Subsidiary Securities to which the Company or any of the Subsidiaries is a party, by which the Company or any of the Subsidiaries is bound, or of which the Company has knowledge, or (ii) agreements or understandings to which the Company or any of the Subsidiaries is a party, by which the Company or any of the Subsidiaries is bound, or of which the Company has knowledge relating to the registration, sale or transfer (including agreements relating to rights of first refusal, “co-sale” rights or “drag-along” rights) of any Shares, any Company Common StockSecurities or any Subsidiary Securities. The execution execution, delivery and delivery performance of this Agreement and the Related Agreements and the consummation of the transactions contemplated hereby and thereby Transactions by the Company does not implicate any rights or obligations under the Shareholder Voting Agreements any agreements with investors that have not been extinguished in connection with the Transactions, complied with or waived. The Shareholders holders of shares of Company Common Capital Stock and any other Company Stock Rights Security and any Subsidiary Security and any Security Right with respect to any of the forgoing have been or will be properly given, given notice or shall have properly waived, waived any required notice prior to the transactions contemplated hereinClosing.

Company Capital Structure. (a) Immediately prior to As of the transactions contemplated hereunder, date hereof the authorized capital stock of the Company consists of (i) 10,000,000 3,750,000 shares of Company Common Stock, $0.00001 par value per share (“Common Stock”) of which 8,000,000 1,594,809 shares are issued and outstanding; 2,000,000 shares of Company Preferred Stock, of which 1,836,511 shares are issued and outstanding; 1,350,000 shares of Company Series AA Preferred Stock, of which 1,285,588 shares are issued and outstanding (and 650,000 shares of Company Series BB Stock, of which such amounts include the 550,923 shares issuable upon exercise of the Company Options Series BB Preferred Stock are issued and outstanding. Each share of Company Preferred Stock is convertible on the Closing Date). The a one-share-for-one-share basis into Company Common Stock. As of the date hereof, including all shares subject to the Company’s right of repurchase, Company Capital Stock is held of record beneficially by the Persons with the addresses and in the amounts and represented by the certificates set forth on in Section 2.5(a) of the Disclosure Schedule 3.4(a)which further sets forth for each such Person the number of shares held, class and/or series of such shares, the number of the applicable stock certificates representing such shares and the domicile addresses of record of such Persons. All outstanding shares of Company Common Capital Stock (i) have been are duly authorized authorized, validly issued, fully paid and validly issued and are fully paid, non-assessable and are not subject to preemptive rights or similar rights created by statute, the Company’s Articles of IncorporationCharter Documents, the By-Laws of the Company or any agreement or document to which the Company is a party or by which it is bound. (b) Except as set forth in Section 2.5(b) of the Disclosure Schedule, all outstanding shares of Company Capital Stock (including Company Restricted Stock) and (ii) Company Options have been offered, sold, issued or repurchased (in the case of shares that were outstanding and delivered repurchased by the Company in all material respects or any stockholder of the Company) in compliance with all applicable Laws, including federal and state corporate and securities LawsLegal Requirements. There are no declared or accrued but unpaid dividends with respect to any shares of Company Common Capital Stock. Other than the Company Capital Stock set forth in Section 2.5(a) of the Disclosure Schedule, the Company has no other capital stock authorized, issued or outstanding. (c) Except for the Plan and as set forth in this Section 3.4, as 2.5(c) of the date of this Agreement no shares of Company Common StockDisclosure Schedule, other equity securities, partnership interests or similar ownership interests or other voting securities of neither the Company or nor any securities exchangeable or convertible into or exercisable for such capital stock, other equity securities, partnership interests or similar ownership interests or other voting securities of the Company, were issued, reserved for issuance or outstanding. Except as set forth on Schedule 3.4(a), there are no 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 on Schedule 3.4, the Company Subsidiary has never repurchased, redeemed or otherwise acquired or caused the repurchase, redemption or acquisition of any shares of Company Common Stock or other securities of the Company, and there are no amounts owed or which may be owed to any Person by the Company as a result of any repurchase, redemption or acquisition of any shares of Company Common Stock or other securities of the Company. There is no claim or basis for such a claim to any portion of the Merger Consideration except as set forth in Schedule 1.2 by any current or former Shareholder, option holder or warrant holder of the Company, or any other Person. (i) Except for the Company’s 2006 Stock Plan (the “Company Option Plan”), as amended, the Company has never ever adopted, sponsored or maintained any stock option plan or any other plan or agreement providing for equity or equity-related compensation to any Person. The Company Option Plan has been duly authorizedperson (whether payable in shares, approved and adopted by the Company’s Board of Directors and the Shareholders and is in full force and effectcash or otherwise). The Company has reserved for issuance to Employees of and consultants to the Company 2,000,000 623,633 shares of Company Common Stock for issuance to employees and directors of, and consultants to, the Company upon the issuance of stock or the exercise of options under the Company Option Plan, of which (i) 363,890 shares are issuable, as of the date hereof, upon the exercise of outstanding, unexercised options granted under the Plan, (ii) zero share has been issued upon the exercise of options granted under the Plan and remain outstanding as of the date hereof, and (iii) 295,743 shares remain available for future grant. The terms of the Plan and the applicable agreements for each Company Option permit the termination of Company Options or Company Restricted Stock, as applicable, as provided in this Agreement, without the consent or approval of the holders of such securities, the Stockholders or otherwise. True and complete copies of all agreements and instruments relating to purchase 430,000 or issued under the Plan have been Made Available and such agreements and instruments have not been amended, modified or supplemented, and there are no agreements to amend, modify or supplement such agreements or instruments from the forms thereof Made Available. No holder of Company Options has the ability to early exercise any Company Options for shares of Company Common Restricted Stock have been granted and under the Plan or any other Contract relating to such Company Options. All holders of Company Options are current or former employees or non-employee directors or consultants or service providers of the Company. (d) No bonds, debentures, notes or other indebtedness of the Company or any Subsidiary (i) having the right to vote on any matters on which stockholders may vote (or which is convertible into, or exchangeable for, securities having such right) or (ii) the value of which is in any way based upon or derived from capital or voting stock of the Company, are issued or outstanding as of the date hereof. (each, a “Company Option”). e) Except as set forth on Schedule 3.4, all outstanding Company Options have been offered, issued and delivered by the Company in all material respects in compliance with all applicable Laws, including federal and state corporate and securities Laws, and in compliance with the terms and conditions Section 2.5(e) of the Company Option Plan. Disclosure Schedule 3.4(a)(i) sets forth for each outstanding Company Option, the name of the holder of such option, the domicile address of such holder, an indication of whether such holder is an Employee of the Company, the date of grant or issuance of such option, the number of shares of Company Common Stock subject to such option, the exercise price of such option, the vesting schedule for such option, including the extent vested on the date of this Agreement and whether and to what extent the exercisability of such option will be accelerated and become exercisable as a result of the transactions contemplated by this Agreement, and whether such Company Option is or is not an incentive stock option as defined in Section 422 of the Code. (ii) The Company has outstanding warrants for the purchase of shares of Company Common Stock (each, a “Company Warrant”). All Company Warrants have been offered, issued and delivered by the Company in all material respects in compliance with all applicable Laws, including federal and state corporate and securities Laws. Schedule 3.4(a)(ii) sets forth for each outstanding Company Warrant, the name of the holder of such Company Warrant, the domicile address of such holder, an indication of whether such holder is an Employee of the Company, the date of grant or issuance of such Company Warrant, the number of shares of Company Common Stock subject to such Company Warrant, the exercise price of such Company Warrant, the vesting schedule for such Company Warrant, including the extent vested to the date of this Agreement and whether and to what extent the exercisability of such Company Warrant will be accelerated and become exercisable as a result of the transactions contemplated by this Agreement. (iii) Except except for the Company Options and the Company Warrants, there are no Company Stock Rights options, warrants, calls, rights, convertible securities, commitments or agreements of any character, written or oral, to which the Company or any Subsidiary is a party or by which the Company is bound obligating the Company to issue, deliver, sell, repurchase or redeem, or cause to be issued, delivered, sold, repurchased or redeemed, any Company Common Stock or any shares of the capital stock or equity or other ownership interest of the Company or obligating the Company to grant, extend, accelerate the vesting of, change the price of, otherwise amend or enter into any such option, warrant, call, right, commitment or agreement. None of the Company, the Company Board, any committee thereof or the administrator of the Plan has resolved to accelerate or accelerated the vesting of any Company Restricted Stock Rightor Company Options in contemplation of the Transactions. There are no outstanding or authorized stock appreciation, phantom stock, profit participation, or other similar rights with respect to the Company. Company or any Subsidiary (b) whether payable in shares, cash or otherwise). Except for the agreements or understandings set forth on Schedule 3.4(b) (collectively, the “Shareholder Voting Agreements”)as contemplated hereby, there are no (i) voting trusts, proxies, or other agreements or understandings with respect to the voting stock of the Company or any Subsidiary, and there are no agreements to which the Company or any Subsidiary is a party, by which the Company is bound, or of which the Company has knowledge, or (ii) agreements or understandings to which the Company is a party, by which the Company is bound, or of which the Company has knowledge party relating to the registration, sale or transfer (including agreements relating to rights of first refusal, “co-sale” sale rights or “drag-along” rights) of any Company Common Capital Stock. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby and thereby does not implicate any rights or obligations under the Shareholder Voting Agreements , in each case that have not been complied with or waived. The Shareholders of Company Common Stock and Company Stock Rights have been or will would be properly given, or shall have properly waived, any required notice prior applicable to the transactions contemplated hereinshares of Parent Capital Stock to be issued in the Merger.

Company Capital Structure. (a) Immediately prior to the transactions contemplated hereunder, the The authorized capital stock of the Company consists of (i) 10,000,000 100,000 shares of Company Common Stock and 357.08 shares of Company Preferred Stock. As of the date hereof, $0.00001 par value per share (“there are 80,013 shares of Company Common Stock”) Stock and 357.08 shares of which 8,000,000 are Company Preferred Stock issued and outstanding (which such amounts include held by the persons, and in the amounts, set forth in Section 2.2 of the Disclosure Schedule. As of the date hereof, there are 356 shares issuable of Company Common Stock held in treasury. As of the date hereof, there are 16,912 shares of the Company Common Stock reserved for issuance upon the exercise of the Company Options Options. Section 2.2 of the Disclosure Schedule sets forth the following information with respect to each such Company Option: (i) the date on which each such Company Option was granted; (ii) the Closing Date)number of shares of Company Common Stock subject to each such Company Option; (iii) the exercise price for each such Company Option; and (vi) the name of the Option Holder. The Company Common Stock, including has made available to Parent accurate and complete copies of all shares subject to Company Option Agreements evidencing the Company’s right Company Options listed on Section 2.2 of repurchase, is held of record beneficially by the Persons with the addresses and in the amounts and represented by the certificates Disclosure Schedule. Except as set forth on Schedule 3.4(a). All in Section 2.2 of the Disclosure Schedule, all outstanding shares of Company Common Stock (i) and Company Preferred Stock have been duly authorized and validly issued issued, and are fully paid, paid and non-assessable and not subject to preemptive rights or similar rights created by statute, the Company’s Articles Certificate of Incorporation, the By-Laws Incorporation or Bylaws of the Company or any agreement or document to which the Company is a party or by which it is bound, and (ii) have been offered, sold, issued and delivered by the Company in all material respects in compliance with all applicable Laws, including federal and state corporate and securities Laws. There are no declared or accrued but unpaid dividends with respect to any shares of Company Common Stock. Except as set forth in this Section 3.4, as 2.2 of the date of this Agreement no shares of Company Common Stock, other equity securities, partnership interests or similar ownership interests or other voting securities of the Company or any securities exchangeable or convertible into or exercisable for such capital stock, other equity securities, partnership interests or similar ownership interests or other voting securities of the Company, were issued, reserved for issuance or outstanding. Except as set forth on Schedule 3.4(a)Disclosure Schedule, there are no bondsother options, debentureswarrants, notes or other indebtedness of the Company having the right to vote (or convertible intocalls, or exchangeable forrights, securities having the right to vote) on any matters on which Shareholders of the Company may vote. Except as set forth on Schedule 3.4, the Company has never repurchased, redeemed or otherwise acquired or caused the repurchase, redemption or acquisition of any shares of Company Common Stock or other securities of the Company, and there are no amounts owed or which may be owed to any Person by the Company as a result of any repurchase, redemption or acquisition of any shares of Company Common Stock or other securities of the Company. There is no claim or basis for such a claim to any portion of the Merger Consideration except as set forth in Schedule 1.2 by any current or former Shareholder, option holder or warrant holder of the Company, or any other Person. (i) Except for the Company’s 2006 Stock Plan (the “Company Option Plan”), as amended, the Company has never adopted, sponsored or maintained any stock option plan or any other plan or agreement providing for equity compensation to any Person. The Company Option Plan has been duly authorized, approved and adopted by the Company’s Board of Directors and the Shareholders and is in full force and effect. The Company has reserved for issuance to Employees of and consultants to the Company 2,000,000 shares of Company Common Stock under the Company Option Plan, of which options to purchase 430,000 shares of Company Common Stock have been granted and are outstanding (each, a “Company Option”). Except as set forth on Schedule 3.4, all outstanding Company Options have been offered, issued and delivered by the Company in all material respects in compliance with all applicable Laws, including federal and state corporate and securities Laws, and in compliance with the terms and conditions of the Company Option Plan. Schedule 3.4(a)(i) sets forth for each outstanding Company Option, the name of the holder of such option, the domicile address of such holder, an indication of whether such holder is an Employee of the Company, the date of grant or issuance of such option, the number of shares of Company Common Stock subject to such option, the exercise price of such option, the vesting schedule for such option, including the extent vested on the date of this Agreement and whether and to what extent the exercisability of such option will be accelerated and become exercisable as a result of the transactions contemplated by this Agreement, and whether such Company Option is or is not an incentive stock option as defined in Section 422 of the Code. (ii) The Company has outstanding warrants for the purchase of shares of Company Common Stock (each, a “Company Warrant”). All Company Warrants have been offered, issued and delivered by the Company in all material respects in compliance with all applicable Laws, including federal and state corporate and securities Laws. Schedule 3.4(a)(ii) sets forth for each outstanding Company Warrant, the name of the holder of such Company Warrant, the domicile address of such holder, an indication of whether such holder is an Employee of the Company, the date of grant or issuance of such Company Warrant, the number of shares of Company Common Stock subject to such Company Warrant, the exercise price of such Company Warrant, the vesting schedule for such Company Warrant, including the extent vested to the date of this Agreement and whether and to what extent the exercisability of such Company Warrant will be accelerated and become exercisable as a result of the transactions contemplated by this Agreement. (iii) Except for the Company Options and Company Warrants, there are no Company Stock Rights commitments or agreements of any character, written character to which the Company is a party or oral, by which it is bound obligating the Company to issue, deliver, sell, repurchase or redeem, or cause to be issued, delivered, sold, repurchased or redeemed, any Company Common Stock or any shares of the capital stock or equity or other ownership interest of the Company or obligating the Company to grant, extend, accelerate the vesting of, change the price of, or otherwise amend or enter into any such Company Stock Right. There are no outstanding option, warrant, call, right, commitment or authorized stock appreciation, phantom stock, profit participation, or other similar rights with respect to the Companyagreement. (b) Except for the agreements or understandings set forth on Schedule 3.4(b) (collectively, the “Shareholder Voting Agreements”), there are no (i) voting trusts, proxies, or other agreements or understandings with respect to the voting stock of the Company to which the Company is a party, by which the Company is bound, or of which the Company has knowledge, or (ii) agreements or understandings to which the Company is a party, by which the Company is bound, or of which the Company has knowledge relating to the registration, sale or transfer (including agreements relating to rights of first refusal, “co-sale” rights or “drag-along” rights) of any Company Common Stock. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby and thereby does not implicate any rights or obligations under the Shareholder Voting Agreements that have not been complied with or waived. The Shareholders of Company Common Stock and Company Stock Rights have been or will be properly given, or shall have properly waived, any required notice prior to the transactions contemplated herein.

Company Capital Structure. (a) Immediately prior to the transactions contemplated hereunder, the The authorized capital stock of the Company consists of (i) 10,000,000 100,000,000 shares of Company Common Stock, $0.00001 par value per share (“Common Stock”) of which 8,000,000 8,201,003 shares are issued and outstanding (which such amounts include the shares issuable upon exercise outstanding, and one share of the Company Options on the Closing Date). The Company Common Special Voting Stock, including all shares subject to the Company’s right of repurchase, which one share is held of record beneficially by the Persons with the addresses issued and in the amounts and represented by the certificates set forth on Schedule 3.4(a)outstanding. All outstanding shares of Company Common Capital Stock (i) have been issued since November 6, 2006, are duly authorized authorized, validly issued, fully paid and validly issued and are fully paid, non-assessable and are not subject to preemptive rights or similar rights created by statute, the Company’s Articles of IncorporationCharter Documents, the By-Laws of the Company or any agreement or document to which the Company is a party or by which it is bound. Except as set forth in Section 2.2(a) of the Disclosure Schedule, and (ii) have been offered, sold, issued and delivered by the there are no outstanding shares of Company in all material respects in compliance with all applicable Laws, including federal and state corporate and securities LawsCapital Stock that constitute unvested restricted stock or that are otherwise subject to a repurchase or redemption right. There are no declared or accrued but unpaid dividends with respect to any shares of Company Common Capital Stock. Except as set forth in this Section 3.4, as of the date of this Agreement no shares of Company Common Stock, other equity securities, partnership interests or similar ownership interests or other voting securities of the Company or any securities exchangeable or convertible into or exercisable for such capital stock, other equity securities, partnership interests or similar ownership interests or other voting securities of the Company, were issued, reserved for issuance or outstanding. Except as set forth on Schedule 3.4(a2.2(a), there are no 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 on Schedule 3.4, the Company has never repurchasedno other capital stock authorized, redeemed issued or otherwise acquired or caused the repurchaseoutstanding. (b) Since November 6, redemption or acquisition of any shares of Company Common Stock or other securities of the Company2007, and there are no amounts owed or which may be owed to any Person by the Company as a result of any repurchase, redemption or acquisition of any shares of Company Common Stock or other securities of the Company. There is no claim or basis for such a claim to any portion of the Merger Consideration except as set forth in Schedule 1.2 Section 2.2(b) of the Disclosure Schedule, all outstanding shares of Company Capital Stock and Company Options have been issued or repurchased (in the case of shares that were outstanding and repurchased by the Company or any current or former Shareholder, option holder or warrant holder stockholder of the Company) in compliance with all applicable federal, state, foreign, or local statutes, laws, rules, or regulations, including federal and state securities laws, except to the extent failure to comply would not result in a Material Adverse Effect with respect to the Company, and were issued, transferred and repurchased (in the case of shares that were outstanding and repurchased by the Company or any other Personstockholder of the Company) in accordance with any right of first refusal or similar right or limitation Known to the Company, including those in the Charter Documents. (ic) Except Since November 6, 2006, except as set forth in Section 2.2(c)of the Disclosure Schedule and except for the Company’s 2006 Stock Plan (the “Company Option Plan”), as amended, the Company has never not adopted, sponsored or maintained any stock option plan or any other plan or agreement providing for equity compensation to any Person. The Company Option Plan has been duly authorizedAs of the date hereof, approved and adopted by the Company’s Board of Directors and the Shareholders and is in full force and effect. The Company has reserved for issuance to Employees of and consultants to the Company 2,000,000 5,875,000 shares of Company Common Stock for issuance to employees and directors of, and consultants to, the Company upon the issuance of stock or the exercise of options granted under the Company Option Plan, of which (i) 1,591,934 shares are issuable upon the exercise of outstanding, unexercised options to purchase 430,000 granted under the Plan, (ii) no shares of Company Common Stock have been issued upon the exercise of options granted under the Plan and are remain outstanding (each, a “Company Option”). Except as set forth on Schedule 3.4, all outstanding Company Options have been offered, issued and delivered by of the Company in all material respects in compliance with all applicable Laws, including federal and state corporate and securities Lawsdate hereof, and in compliance with the terms and conditions (iii) 4,283,066 shares remain available for future grant. Section 2.2(c) of the Company Option Plan. Disclosure Schedule 3.4(a)(i) sets forth forth, as of the date hereof, for each outstanding Company Option, Option the name of the holder of such optionoption or award, the domicile address type of entity of such holder, an indication of whether such holder is an Employee of the Company, the date of grant or issuance of such option, the type and number of shares of Company Common Capital Stock subject to issuable upon the exercise of such optionoption or award, the exercise price of such optionoption or award, the date of grant of such option or award, the vesting schedule for such optionoption or award, including the extent vested on the to date of this Agreement and whether (and to what extent extent) the exercisability vesting of such option will be accelerated and become exercisable or award is subject to acceleration as a result of the transactions contemplated by this Agreement, Agreement and whether such Company Option option is a nonstatutory option or is not intended to qualify as an incentive stock option as defined in Section 422 of the Code. True and complete copies of all agreements and instruments relating to or issued under the Plan have been made available to Parent, and such agreements and instruments have not been amended, modified or supplemented other than as provided in this Agreement, and there are no agreements to amend, modify or supplement such agreements or instruments from the forms thereof provided to Parent. (iid) The Company has outstanding warrants for the purchase of shares of Company Common Stock (each, a “Company Warrant”). All Company Warrants have been offered, issued and delivered by the Company Other than as set forth in all material respects in compliance with all applicable Laws, including federal and state corporate and securities Laws. Schedule 3.4(a)(iiSection 2.2(c) sets forth for each outstanding Company Warrant, the name of the holder of such Company WarrantDisclosure Schedule, the domicile address of such holder, an indication of whether such holder is an Employee as of the Company, the date of grant or issuance of such Company Warrant, the number of shares of Company Common Stock subject to such Company Warrant, the exercise price of such Company Warrant, the vesting schedule for such Company Warrant, including the extent vested to the date of this Agreement and whether and to what extent the exercisability of such Company Warrant will be accelerated and become exercisable as a result of the transactions contemplated by this Agreement. (iii) Except for the Company Options and Company WarrantsClosing, there are no Company Stock Rights options, warrants, calls, rights, convertible securities, commitments or agreements of any character, written or oral, to which the Company is a party or by which the Company is bound obligating the Company to issue, deliver, sell, repurchase or redeem, or cause to be issued, delivered, sold, repurchased or redeemed, any Company Common Stock or any shares of the capital stock or equity or other ownership interest of the Company or obligating the Company to grant, extend, accelerate the vesting of, change the price of, otherwise amend or enter into any such Company Stock Rightoption, warrant, call, right, commitment or agreement. There are no outstanding or authorized stock appreciation, phantom stock, profit participation, or other similar rights with respect to the Company. (be) Except for the agreements or understandings Other than as set forth on in Section 2.2(c) of the Disclosure Schedule 3.4(b) (collectivelyand the Exchange Documents, and to the “Shareholder Voting Agreements”)Company’s Knowledge, except as contemplated hereby, there are no (i) voting trusts, proxies, or other agreements or understandings with respect to the voting stock of the Company Company. Except as set forth in Section 2.2(c) of the Disclosure Schedule there are no agreements to which the Company is a party, by which the Company is bound, or of which the Company has knowledge, or (ii) agreements or understandings to which the Company is a party, by which the Company is bound, or of which the Company has knowledge party relating to the registration, sale or transfer (including agreements relating to rights of first refusal, “co-sale” co sale rights or “drag-drag along” rights) of any Company Common Capital Stock. . (f) The execution and delivery of this Agreement and Company Shares, when issued in accordance with the consummation of the transactions contemplated hereby and thereby does not implicate any rights or obligations under the Shareholder Voting Agreements that have not been complied with or waived. The Shareholders of Company Common Stock and Company Stock Rights have been or terms hereof, will be properly givenvalidly issued, fully paid and non-assessable and will not be subject to any preemptive rights created by statute, the Charter Documents, or shall have properly waived, any required notice prior agreement to which the transactions contemplated hereinCompany is a party or by which it is bound.

Company Capital Structure. (a) Immediately prior to the transactions contemplated hereunder, the The authorized capital stock of the Company consists of 15,000 shares of Common Stock, of which 1,450 shares are issued and outstanding as of the date hereof. As of the date hereof, the capitalization of the Company is as set forth in Section 2.2(a) of the Disclosure Schedule. Assuming the same -------------- total capitalization as on the date hereof, the total number of shares of Company Common Stock outstanding as of immediately prior to the Effective Time (i) 10,000,000 assuming the conversion, exercise or exchange of all securities convertible into, or exercisable or exchangeable for, shares of Company Common Stock, $0.00001 par value per share (“Common Stock”but not including the exercise of all Company Options) will be as set forth in Section 2.2(a) of which 8,000,000 are the Disclosure Schedule. The issued and outstanding (which such amounts include the shares issuable upon exercise of the Company Options on the Closing Date). The Company -------------- Common Stock, including all shares subject to the Company’s right of repurchase, Stock is held of record beneficially by the Persons Stockholders with the domicile addresses and in the amounts and represented by the certificates set forth on Schedule 3.4(a)in Section 2.2(a) of the Disclosure Schedule. All Except as -------------- provided in Section 2.2(a) of the Disclosure Schedule, all outstanding shares of -------------- Company Common Stock (i) have been are duly authorized authorized, validly issued, fully paid and validly issued and are fully paid, non-non- assessable and not subject to preemptive rights or similar rights created by statute, the Company’s Articles certificate of Incorporation, the By-Laws incorporation or bylaws of the Company Company, or any agreement or document to which the Company is a party or by which it is bound, and (ii) have been offered, sold, issued in compliance with federal and delivered by the state securities laws. All outstanding shares of Company in all material respects Common Stock have been issued in compliance with all applicable Lawsfederal, state, foreign, or local statues, laws, rules, or regulations, including federal and state corporate securities laws. The Company has not, and securities Lawswill not have, suffered or incurred any liability (contingent or otherwise) or Loss (as defined in Section ------- 7.2 hereof) relating to or arising out of the issuance or repurchase of any --- Company Common Stock, or out of any agreements or arrangements relating thereto. There are no declared or accrued but unpaid dividends with respect to any shares of Company Common Stock. The Company has no other capital stock authorized, issued or outstanding. Except as set forth provided in this Section 3.4, as 2.2(a) of the date of this Agreement Disclosure Schedule, -------------- no shares of Company Common Stock, other equity securities, partnership interests or similar ownership interests or other voting securities Stock are subject to a right of the Company or any securities exchangeable or convertible into or exercisable for such capital stock, other equity securities, partnership interests or similar ownership interests or other voting securities of repurchase by the Company, were issued, reserved . (b) Except for issuance or outstanding. Except as set forth on Schedule 3.4(a), there are no 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 on Schedule 3.4Plan, the Company has never repurchased, redeemed or otherwise acquired or caused the repurchase, redemption or acquisition of any shares of Company Common Stock or other securities of the Company, and there are no amounts owed or which may be owed to any Person by the Company as a result of any repurchase, redemption or acquisition of any shares of Company Common Stock or other securities of the Company. There is no claim or basis for such a claim to any portion of the Merger Consideration except as set forth in Schedule 1.2 by any current or former Shareholder, option holder or warrant holder of the Company, or any other Person. (i) Except for the Company’s 2006 Stock Plan (the “Company Option Plan”), as amended, the Company has never adopted, sponsored adopted or maintained any stock option plan or any other plan or agreement providing for equity compensation to of any Personperson. The Company Option Plan has been duly authorized, approved and adopted by the Company’s Board of Directors and the Shareholders and is in full force and effect. The Company has reserved for issuance to Employees of and consultants to the Company 2,000,000 shares of Company Common Stock under the Company Option Plan, of which options to purchase 430,000 shares of Company Common Stock have been granted and are outstanding (each, a “Company Option”). Except as set forth on Schedule 3.4, all outstanding Company Options have been offered, issued and delivered by the Company in all material respects in compliance with all applicable Laws, including federal and state corporate and securities Laws, and in compliance with the terms and conditions Section 2.2(b) of the Company Option Plan. Disclosure Schedule 3.4(a)(i) sets forth for each outstanding -------------- Company OptionOptions, the name of the holder of such option, the domicile address of such holder, an indication of whether such holder is an Employee of the Company, the date of grant or issuance of such option, the number of shares of Company Common Stock subject to issuable upon the exercise of such option, the exercise price of such option, the vesting schedule for such option, including the extent vested on the date of this Agreement and whether and to what extent the exercisability of such option will be accelerated and become exercisable as a result of the transactions contemplated by this Agreement, and whether such Company Option option is or is not intended to qualify as an incentive stock option as defined in Section 422 of the Code. . As of the Closing Date, an aggregate of eight hundred seventy thousand five hundred thirteen (ii870,513) The Company has outstanding warrants for the purchase of shares of Company Common Stock (each, a “Company Warrant”). All Company Warrants have been offered, issued and delivered by are issuable upon the Company in all material respects in compliance with all applicable Laws, including federal and state corporate and securities Laws. Schedule 3.4(a)(ii) sets forth for each exercise of outstanding Company Warrant, the name of the holder of such Company Warrant, the domicile address of such holder, an indication of whether such holder is an Employee of the Company, the date of grant or issuance of such Company Warrant, the number of shares of Company Common Stock subject to such Company Warrant, the exercise price of such Company Warrant, the vesting schedule for such Company Warrant, including the extent vested to the date of this Agreement and whether and to what extent the exercisability of such Company Warrant will be accelerated and become exercisable as a result of the transactions contemplated by this Agreement. (iii) Options. Except for the Company Options and Company WarrantsOptions, there are no Company Stock Rights options, warrants, calls, rights, commitments or agreements of any character, written or oral, to which the Company is a party or by which it is bound obligating the Company to issue, deliver, sell, repurchase or redeem, or cause to be issued, delivered, sold, repurchased or redeemed, any Company Common Stock or any shares of the capital stock or equity or other ownership interest of the Company or obligating the Company to grant, extend, accelerate the vesting of, change the price of, otherwise amend or enter into any such Company Stock Rightoption, warrant, call, right, commitment or agreement. There are no outstanding or authorized stock appreciation, phantom stock, profit participation, or other similar rights with respect to the Company. (b. Except as provided in Section 2.2(a) Except for of the agreements or understandings set forth on Schedule 3.4(b) (collectively, the “Shareholder Voting Agreements”)Disclosure Schedule, there are no (i) voting -------------- trusts, proxies, or other agreements or understandings with respect to the voting stock of the Company. As a result of the Merger, all Company capital stock (and all rights to which the receive Company is a partycapital stock, by which the Company is bound, or of which the Company has knowledge, or (ii) agreements or understandings to which the Company is a party, by which the Company is bound, or of which the Company has knowledge relating to the registration, sale or transfer (including agreements relating to rights of first refusal, “co-sale” rights or “drag-along” rights) of any Company Common Stock. The execution ) will be extinguished and delivery Parent will be the sole record and beneficial holder of this Agreement all issued and the consummation outstanding capital stock of the transactions contemplated hereby Surviving Company and thereby does not implicate all rights to acquire or receive any rights or obligations under shares of the Shareholder Voting Agreements that have not been complied with or waived. The Shareholders of Company Common Stock and Company Stock Rights have been or will be properly given, or shall have properly waived, any required notice prior to the transactions contemplated hereinSurviving Company's capital stock.

Company Capital Structure. (a) Immediately prior to the transactions contemplated hereunder, the The authorized capital stock of the Company consists of (i) 10,000,000 15,000,000 shares of Company Common Stock, $0.00001 par value per share (“Common Stock”) of which 8,000,000 11,354,600 shares are issued and outstanding (which such amounts include as of the shares issuable upon exercise date hereof. As of the THE SYMBOL "[***]" IS USED TO INDICATE THAT A PORTION OF THE EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. date hereof, the capitalization of Company is as set forth in Schedule 2.2(a) of the Company Options on the Closing Date). The Company Common Stock, including all shares subject to the Company’s right of repurchase, is held of record beneficially by the Persons with the addresses and in the amounts and represented by the certificates set forth on Schedule 3.4(a)Disclosure Schedule. All outstanding shares of Company Common Stock (i) have been are duly authorized authorized, validly issued, fully paid and validly issued and are fully paid, non-assessable and are free of any Liens and not subject to preemptive rights or similar rights of first refusal created by statute, the articles of incorporation or bylaws of Company’s Articles of Incorporation, the By-Laws of the Company or any agreement or document to which the Company is a party or by which it is bound. All of the issued and outstanding shares of Company Common Stock are owned by the persons in the amounts set forth in Schedule 2.2(a) of the Company Disclosure Schedule, subject to the exercise of Company Options which were issued prior to the date of this Agreement and (iithe existence of which are disclosed pursuant to Section 2.2(b) below, which exercise is disclosed to Parent promptly and in any event before the Effective Time. All outstanding shares of Company Common Stock and Company Options have been offeredissued and, soldin the case of shares that were outstanding and repurchased by Company or any shareholder of Company, issued and delivered by the Company in all material respects repurchased in compliance with all applicable Lawsfederal, state, foreign, or local statues, laws, rules, or regulations, including federal and state corporate securities laws except as would not either individually or in the aggregate, have a Material Adverse Effect on Company. Company has not, and securities Lawswill not have, suffered or incurred any liability (contingent or otherwise) or loss relating to or arising out of the issuance or repurchase of any Company Common Stock or Company Options except as would not either individually or in the aggregate, have a Material Adverse Effect on Company. There are no declared or accrued but unpaid dividends with respect to any shares of Company Common StockStock that will be payable after the Closing. Except as set forth in this Section 3.4Company has no other capital stock authorized, as of the date of this Agreement no shares of Company Common Stock, other equity securities, partnership interests or similar ownership interests or other voting securities of the Company or any securities exchangeable or convertible into or exercisable for such capital stock, other equity securities, partnership interests or similar ownership interests or other voting securities of the Company, were issued, reserved for issuance issued or outstanding. . (b) Except as set forth on Schedule 3.4(afor Company's 2001 Incentive and Non-Statutory Stock Option Plan (the "2001 Plan"), there are no 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 on Schedule 3.4, the Company has never repurchased, redeemed or otherwise acquired or caused the repurchase, redemption or acquisition of any shares of Company Common Stock or other securities of the Company, and there are no amounts owed or which may be owed to any Person by the Company as a result of any repurchase, redemption or acquisition of any shares of Company Common Stock or other securities of the Company. There is no claim or basis for such a claim to any portion of the Merger Consideration except as set forth in Schedule 1.2 by any current or former Shareholder, option holder or warrant holder of the Company, or any other Person. (i) Except for the Company’s 2006 Stock Plan (the “Company Option Plan”), as amended, the Company has never adopted, sponsored adopted or maintained any stock option plan or any other plan or agreement providing for equity compensation to of any Personperson. The Company Option Plan has been duly authorized, approved and adopted by the Company’s Board of Directors and the Shareholders and is in full force and effect. The Company has reserved for issuance to Employees of and consultants to the Company 2,000,000 3,000,000 shares of Company Common Stock for issuance to employees and directors of, and consultants to, Company upon the exercise of options granted under the Company Option 2001 Plan, of which options to purchase 430,000 2,333,000 shares of Company Common Stock have been granted and as of the date hereof, options to purchase 2,063,000 shares are outstanding (each, a “Company Option”). Except as set forth on Schedule 3.4, all outstanding Company Options have been offered, issued and delivered by of the Company in all material respects in compliance with all applicable Laws, including federal and state corporate and securities Lawsdate hereof, and in compliance with options to purchase 667,000 shares remain available for issuance under the terms and conditions 2001 Plan as of the date hereof. Schedule 2.2(b) of the Company Option Plan. Disclosure Schedule 3.4(a)(i) sets forth (i) for each outstanding Company Option, the name of the holder of such option, the domicile address of such holder, an indication of whether such holder is an Employee of the Company, the date of grant or issuance of such option, the number of shares of Company Common Stock subject to issuable upon the exercise of such option, the exercise price of such option, the date on which such option was granted, the vesting schedule for such option, including the extent vested on the to date of this Agreement and whether and to what extent the exercisability vesting of such option will be accelerated and become exercisable as a result of by the transactions contemplated by this Agreement, the date on which such option expires, and whether and to what extent such Company Option is or is not option qualifies as an incentive stock option as defined in Section 422 of the Code. , and (ii) The Company has outstanding warrants for the purchase of shares of Company Common Stock (each, a “Company Warrant”). All Company Warrants have been offered, issued and delivered by the Company in all material respects in compliance with all applicable Laws, including federal and state corporate and securities Laws. Schedule 3.4(a)(ii) sets forth for each outstanding Company Warrantright to repurchase shares in favor of Company, the name of the holder of such Company Warrant, the domicile address of such holder, an indication of whether such holder is an Employee of the Company, the date of grant or issuance of such Company WarrantShareholder, the number of shares of Company Common Stock subject to such Company Warrantrepurchase by Company, the exercise price of at which such Company Warrantshares may be repurchased, the vesting schedule for by which such Company Warrantrepurchase right lapses, including the extent vested such repurchase right has lapsed to the date of this Agreement and whether and to what extent the exercisability lapsing of such Company Warrant the repurchase right will be accelerated and become exercisable as a result of by the transactions contemplated by this Agreement. (iii) . No vesting provisions applicable to any Company Options, or to any other rights to purchase Company Common Stock will accelerate as a result of the Merger. Except for the Company Options and Company WarrantsOptions, there are no Company Stock Rights options, warrants, calls, rights, commitments or agreements of any character, written or oral, to which Company is a party or by which it is bound obligating the Company to issue, deliver, sell, repurchase or redeem, or cause to be issued, delivered, sold, repurchased or redeemed, any Company Common Stock or any shares of the capital stock or equity or other ownership interest of the Company or obligating the Company to grant, extend, accelerate the vesting of, change the price of, otherwise amend or enter into any such Company Stock Rightoption, warrant, call, right, commitment or agreement. There are no outstanding or authorized stock appreciation, phantom THE SYMBOL "[***]" IS USED TO INDICATE THAT A PORTION OF THE EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. stock, profit participation, or other similar rights with respect to the Company. (b) Except for the agreements or understandings set forth on Schedule 3.4(b) (collectively, the “Shareholder Voting Agreements”), there . There are no (i) voting trusts, proxies, or other agreements or understandings with respect to the voting stock of Company except for the Voting Agreement. There are no bonds, debentures, notes or other indebtedness of Company having the right to vote (or convertible into securities having the right to vote) on any matters on which the Company is Shareholders may vote. As a partyresult of the Merger, by which Parent will be the sole owner of all issued and outstanding Company is bound, Common Stock and all rights to acquire or receive any shares of which the Company has knowledge, or (ii) agreements or understandings to which the Company is a party, by which the Company is bound, or of which the Company has knowledge relating to the registration, sale or transfer (including agreements relating to rights of first refusal, “co-sale” rights or “drag-along” rights) of any Company Common Stock. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby and thereby does , whether or not implicate any rights or obligations under the Shareholder Voting Agreements that have not been complied with or waived. The Shareholders such shares of Company Common Stock and Company Stock Rights have been or will be properly given, or shall have properly waived, any required notice prior to the transactions contemplated hereinare outstanding.

Company Capital Structure. (a) Immediately prior to the transactions contemplated hereunder, the The authorized capital stock of the Company consists of (i) 10,000,000 shares of of: 25,000,000 Company Common StockShares, $0.00001 par value per share (“Common Stock”) of which 8,000,000 6,106,801 shares are issued and outstanding (which such amounts include the shares issuable upon exercise as of the Agreement Date, and 10,000,000 Company Options on the Closing Date)Preferred Shares, of which no shares are issued and outstanding. The outstanding Company Common StockShares, including all shares subject to the Company’s right of repurchase, is are held of record and beneficially by the Persons with the addresses and in the amounts and represented by the certificates set forth on Schedule 3.4(a2.6(a). All outstanding shares of Company Common Stock Shares (i) have been duly authorized and validly issued and are fully paid, non-assessable and and, not subject to preemptive rights or similar rights created by statute, the Company’s Articles Company Certificate of Incorporation, the Company’s By-Laws of the Company or any agreement or document to which the Company is a party or by which it is boundContract, and (ii) have been offered, sold, issued and delivered by the Company in all material respects in compliance with all applicable Laws, including federal and state corporate and securities Laws, in all material respects. There Except as set forth on Schedule 2.6(a), there are no declared or accrued but unpaid dividends with respect to any shares of Company Common Stock. Except as set forth in this Section 3.4, as Shares. (b) As of the date of this Agreement no shares of Date, 100,000 Company Common Stock, other equity securities, partnership interests or similar ownership interests Shares are subject to vesting or other voting securities purchase, repurchase or redemption restrictions in favor of the Company (“Company Restricted Stock”). Schedule 2.6(b) sets forth for the name of each holder of Company Restricted Stock, an indication of whether such holder is an Employee or any securities exchangeable or convertible into or exercisable for such capital stock, other equity securities, partnership interests or similar ownership interests or other voting securities director of the Company, were issued, reserved for the date of grant or issuance or outstanding. Except as set forth on Schedule 3.4(a), there are no bonds, debentures, notes or other indebtedness of the such 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 on Schedule 3.4Restricted Stock, the Company has never repurchased, redeemed or otherwise acquired or caused the repurchase, redemption or acquisition of any shares number of Company Common Stock or other securities Shares subject to such restricted stock grant, the vesting schedule for such restricted stock, including the extent to which such restricted stock is vested as of the Company, Agreement Date and there are no amounts owed whether and to what extent the exercisability or which may vesting of such restricted stock will be owed to any Person by the Company accelerated and become exercisable or vested as a result of any repurchasethe Merger, redemption or acquisition of any shares of Company Common Stock or other securities and whether an election under Section 83(b) of the Company. There Code is no claim or basis for in effect with respect to such a claim to any portion of the Merger Consideration except as set forth in Schedule 1.2 by any current or former Shareholder, option holder or warrant holder of the Company, or any other PersonCompany Restricted Stock. (ic) Except for the Company’s 2006 Stock Plan (the “Company Option Plan”), as amended, the The Company has never not ever adopted, sponsored or maintained any stock option plan or any other plan or agreement providing for issuance of equity compensation or other securities to any Person. The There are no outstanding subscriptions, options, calls, warrants or any other rights, whether or not currently exercisable, to acquire any Company Option Plan has been duly authorized, approved and adopted by the Company’s Board of Directors and the Shareholders and is in full force and effect. The Capital Shares or right to acquire any Company has reserved Capital Shares or that are or may become convertible into or exchangeable for issuance any Company Capital Shares or right to Employees of and consultants acquire any Company Capital Shares to which the Company 2,000,000 shares of Company Common Stock under is a party or by which the Company Option Plan, of which options to purchase 430,000 shares of Company Common Stock have been granted and are outstanding is bound (each, each a “Company OptionStock Right”). Except as set forth on Schedule 3.4, all outstanding Company Options have been offered, issued and delivered by There are no Contracts pursuant to which the Company in all material respects in compliance with all applicable Laws, including federal and state corporate and securities Laws, and in compliance with the terms and conditions of the Company Option Plan. Schedule 3.4(a)(i) sets forth for each outstanding Company Option, the name of the holder of such option, the domicile address of such holder, an indication of whether such holder is an Employee of the Company, the date of grant obligated or issuance of such option, the number of shares of Company Common Stock subject to such option, the exercise price of such option, the vesting schedule for such option, including the extent vested on the date of this Agreement and whether and to what extent the exercisability of such option will be accelerated and could become exercisable as a result of the transactions contemplated by this Agreement, and whether such Company Option is or is not an incentive stock option as defined in Section 422 of the Code. (ii) The Company has outstanding warrants for the purchase of shares of Company Common Stock (each, a “Company Warrant”). All Company Warrants have been offered, issued and delivered by the Company in all material respects in compliance with all applicable Laws, including federal and state corporate and securities Laws. Schedule 3.4(a)(ii) sets forth for each outstanding Company Warrant, the name of the holder of such Company Warrant, the domicile address of such holder, an indication of whether such holder is an Employee of the Company, the date of grant or issuance of such Company Warrant, the number of shares of Company Common Stock subject to such Company Warrant, the exercise price of such Company Warrant, the vesting schedule for such Company Warrant, including the extent vested to the date of this Agreement and whether and to what extent the exercisability of such Company Warrant will be accelerated and become exercisable as a result of the transactions contemplated by this Agreement. (iii) Except for the Company Options and Company Warrants, there are no Company Stock Rights or agreements of any character, written or oral, obligating the Company obligated to issue, deliver, sell, repurchase or redeem, or cause to be issued, delivered, sold, repurchased or redeemed, any Company Common Stock or any capital stock or equity or other ownership interest of the Company Capital Shares or obligating the Company to grant, extend, accelerate the vesting of, change the price of, otherwise amend or enter into any such Company Stock Right. There are no outstanding or authorized stock appreciation, phantom stock, profit participation, or other similar rights with respect to the Company. (bd) Except for the agreements or understandings as set forth on Schedule 3.4(b) (collectively, the “Shareholder Voting Agreements”2.6(d), there are no (i) voting trusts, proxies, or other agreements Contracts or understandings with respect to the voting of any stock of the Company to which the Company is a party, by which the Company is bound, or of which the Company has knowledge, or (ii) agreements Contracts or understandings to which the Company is a party, by which the Company is bound, or of which the Company has knowledge relating to the registration, sale or transfer (including agreements Contracts relating to rights of first refusal, “co-sale” rights or “drag-along” rights) of any Company Common StockShares. The execution and delivery of this Agreement Agreement, the other Transaction Agreements and the consummation of the transactions contemplated hereby and thereby Transactions does not implicate any rights or obligations under any Contract, the Shareholder Voting Agreements Company Certificate of Incorporation or the Company’s By-Laws that have not been complied with or waived. The Shareholders holders of Company Common Stock and Company Stock Rights Shares have been or will be properly given, or shall have properly waived, any required notice prior to the transactions contemplated hereinMerger.

Company Capital Structure. (a) Immediately prior to the transactions contemplated hereunder, the The authorized share capital stock of the Company consists of (i) 10,000,000 shares an unlimited number of Common Shares (“Company Common StockShares”), $0.00001 par value per share (“Common Stock”) of which 8,000,000 5,430,007 Company Common Shares are issued and outstanding and (ii) an unlimited number of Preferred Shares, none of which such amounts include are issued and outstanding. Except as set out in the previous sentence, the Company does not have any other shares issuable upon exercise authorized, issued or outstanding. The shares in the capital of the Company Options on the Closing Date). The Company Common Stock, including all shares subject to the Company’s right of repurchase, is are held of record and to the knowledge of the Company, beneficially by the Persons with the addresses and in the amounts and represented by the certificates set forth on in Schedule 3.4(a)2.4(a) of the Company Disclosure Schedules. All outstanding shares of the Company Common Stock (i) have been duly authorized and validly [***] Certain information in this agreement has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. issued and are fully paid, non-assessable and not subject to preemptive rights or similar rights created by statute, the Company’s Articles articles of Incorporationamalgamation, the Byby-Laws of the Company laws or any agreement or document to which the Company is a party or by which it is bound, and (ii) have been offered, sold, issued and delivered by the Company in all material respects in compliance with all applicable Laws, including federal and state Canadian corporate and securities Laws. There are no declared or accrued but unpaid dividends with respect to any shares in the capital of Company Common Stockthe Company. Except as set forth in this Section 3.4Schedule 2.4(a) of the Company Disclosure Schedules, since December 31, 2017, there have been no dividends or distributions with respect to any shares in the capital of the Company. Except for the 5,430,007 Company Common Shares outstanding, as of the date of this Agreement Agreement, no shares in the capital of Company Common Stockthe Company, other equity securities, partnership interests or similar ownership interests or other voting securities of the Company or any securities exchangeable or convertible into or exercisable for such capital stockshares, other equity securities, partnership interests or similar ownership interests or other voting securities of the Company, were issued, are reserved for issuance or outstanding. Except as set forth on Schedule 3.4(a), there There are no 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 on in Schedule 3.42.4(a), the Company has never repurchased, redeemed or otherwise acquired or caused the repurchase, redemption or acquisition of any shares in the capital of the Company Common Stock or other securities of the Company, and there . There are no amounts owed or which may be owed to any Person by the Company as a result of any repurchase, redemption or acquisition of any shares in the capital of the Company Common Stock or other securities of the Company. There is no claim or basis for such a claim to any portion of the Merger Consideration Purchase Price except as set forth provided in Schedule 1.2 the Seller Allocation Spreadsheet by any current or former Shareholdershareholder, option holder or warrant holder of the Company, or any other Person. (ib) Except for the Company’s 2006 Stock Plan (the “Company Option Plan”as set forth in Schedule 2.4(b), as amended, neither the Company nor any of its Subsidiaries has never ever adopted, sponsored or maintained any stock option plan or any other plan or agreement providing for equity compensation to any Person. The Company Option Plan has been duly authorized, approved and adopted by the Company’s Board of Directors and the Shareholders and is in full force and effect. The Company has reserved for issuance to Employees of and consultants to the Company 2,000,000 shares of Company Common Stock under the Company Option Plan, of which options to purchase 430,000 shares of Company Common Stock have been granted and are outstanding . (each, a “Company Option”). c) Except as set forth on in Schedule 3.4, all outstanding Company Options have been offered, issued and delivered by the Company in all material respects in compliance with all applicable Laws, including federal and state corporate and securities Laws, and in compliance with the terms and conditions 2.4(c) of the Company Option Plan. Schedule 3.4(a)(i) sets forth for each outstanding Company Option, the name of the holder of such option, the domicile address of such holder, an indication of whether such holder is an Employee of the Company, the date of grant or issuance of such option, the number of shares of Company Common Stock subject to such option, the exercise price of such option, the vesting schedule for such option, including the extent vested on the date of this Agreement and whether and to what extent the exercisability of such option will be accelerated and become exercisable as a result of the transactions contemplated by this Agreement, and whether such Company Option is or is not an incentive stock option as defined in Section 422 of the Code. (ii) The Company has outstanding warrants for the purchase of shares of Company Common Stock (each, a “Company Warrant”). All Company Warrants have been offered, issued and delivered by the Company in all material respects in compliance with all applicable Laws, including federal and state corporate and securities Laws. Schedule 3.4(a)(ii) sets forth for each outstanding Company Warrant, the name of the holder of such Company Warrant, the domicile address of such holder, an indication of whether such holder is an Employee of the Company, the date of grant or issuance of such Company Warrant, the number of shares of Company Common Stock subject to such Company Warrant, the exercise price of such Company Warrant, the vesting schedule for such Company Warrant, including the extent vested to the date of this Agreement and whether and to what extent the exercisability of such Company Warrant will be accelerated and become exercisable as a result of the transactions contemplated by this Agreement. (iii) Except for the Company Options and Company WarrantsDisclosure Schedules, there are no Company Stock Share Rights or agreements of any character, written or oral, obligating the Company or any of its Subsidiaries to issue, deliver, sell, repurchase or redeem, or cause to be issued, delivered, sold, repurchased or redeemed, any shares of the Company Common Stock or any capital stock or equity or other ownership interest of the Company or any Subsidiary or obligating the Company or any of its Subsidiaries to grant, extend, accelerate the vesting of, change the price of, otherwise amend or enter into any such Company Stock Share Right. There are no outstanding or authorized stock share appreciation, phantom stock, profit participation, or other similar rights with respect to the CompanyCompany or any of its Subsidiaries. (bd) Except for the agreements or understandings set forth on Schedule 3.4(b) amended and restated shareholder agreement among Company and certain Shareholders dated June 3, 2016 (collectively, the “Shareholder Voting AgreementsShareholders’ Agreement”), ) there are no (i) voting trusts, proxies, or other agreements or understandings with respect to the voting stock shares of the Company or any of its Subsidiaries to which the Company or any of its Subsidiaries is a party, by which the Company or any of its Subsidiaries is bound, or of which the Company has knowledge, or (ii) agreements or understandings to which the Company or any of its Subsidiaries is a party, by which the Company or any of its Subsidiaries is bound, or of which the Company has knowledge relating to the registration, sale or transfer (including agreements relating to rights of first refusal, “co-sale” rights or “drag-along” rights) of any Company Common Stockshares of the Company. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby and thereby does not implicate any rights or obligations under the Shareholder Voting Agreements Shareholders’ Agreement that have not been complied with or waived. The Shareholders holders of shares in the capital of the Company Common Stock and Company Stock Share Rights have been or will be properly given, or shall have properly waived, any required notice prior to the transactions contemplated hereintherein.

Company Capital Structure. (a) Immediately The authorized share capital of the Company is NIS 10,000 consisting of 10,000 Company Ordinary Shares, of which 300 Company Ordinary Shares are issued and outstanding. As of the date hereof, the capitalization of the Company is as set forth in Section ‎3.2‎(a) of the Disclosure Schedule. Assuming the same total capitalization as on the date hereof, the total number of Company Ordinary Shares outstanding as of immediately prior to the transactions contemplated hereunderClosing Date (assuming the conversion, the authorized capital stock exercise, or exchange of all securities convertible into, or exercisable or exchangeable for, Company Share Capital) will be as set forth in Section ‎3.2‎(a) of the Company consists of (i) 10,000,000 shares of Company Common Stock, $0.00001 par value per share (“Common Stock”) of which 8,000,000 are issued and outstanding (which such amounts include the shares issuable upon exercise of the Company Options on the Closing Date)Disclosure Schedule. The Company Common Stock, including all shares subject to the Company’s right of repurchase, Share Capital is held of record beneficially by the Persons persons with the domicile addresses and in the amounts and represented by the certificates set forth on in Section ‎3.2‎(a) of the Disclosure Schedule 3.4(a)which further sets forth for each such person the number of shares held, class and/or series of such shares and the number of the applicable share certificates representing such shares. All outstanding shares of the Company Common Stock (i) have been Share Capital are duly authorized authorized, validly issued, fully paid and validly issued and are fully paid, non-assessable and are not subject to preemptive rights or similar rights created by statute, the Company’s Articles of IncorporationArticles, the By-Laws of the Company or any agreement or document agreements to which the Company is a party or by which it is bound, . (b) All currently and (ii) formerly outstanding shares out of the Company Share Capital have been offered, sold, validly issued and delivered by the Company in all material respects in compliance with all applicable Laws, including federal and state corporate and securities Laws. There are no declared or accrued but unpaid dividends with respect to any shares of Company Common Stock. Except as set forth in this Section 3.4, as of the date of this Agreement no shares of Company Common Stock, other equity securities, partnership interests or similar ownership interests or other voting securities out of the Company or any securities exchangeable or convertible into or exercisable for such capital stock, other equity securities, partnership interests or similar ownership interests or other voting securities of the Company, were issued, reserved for issuance or outstandingShare Capital. Except as set forth on Schedule 3.4(a), there are no bonds, debentures, notes or other indebtedness of for 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 on Schedule 3.4Share Capital, the Company has never repurchasedno other share capital authorized, redeemed issued or otherwise acquired or caused the repurchase, redemption or acquisition of any shares of Company Common Stock or other securities of the Company, and there are no amounts owed or which may be owed to any Person by the Company as a result of any repurchase, redemption or acquisition of any shares of Company Common Stock or other securities of the Company. There is no claim or basis for such a claim to any portion of the Merger Consideration except as set forth in Schedule 1.2 by any current or former Shareholder, option holder or warrant holder of the Company, or any other Personoutstanding. (ic) Except for the Company’s 2006 Stock Plan (the “Company Option Plan”), as amended, the The Company has never adopted, sponsored or maintained any stock share option plan or any other plan plan, arrangement or agreement providing for equity compensation to any Person. The Company Option Plan has been duly authorized, approved and adopted by the Company’s Board of Directors and the Shareholders and is in full force and effect. The Company has reserved for issuance to Employees of and consultants to the Company 2,000,000 shares of Company Common Stock under the Company Option Plan, of which options to purchase 430,000 shares of Company Common Stock have been granted and are outstanding person. (each, a “Company Option”). d) Except as set forth on in Section ‎3.2‎3.9 of the Disclosure Schedule 3.4, all there are no outstanding Company Options have been offered, issued and delivered loans and/or Indebtedness made by the Company in all material respects in compliance with all applicable Laws, including federal and state corporate and securities Laws, and in compliance with the terms and conditions to any of the Company Option PlanSellers or any of their Affiliates. Schedule 3.4(a)(i) sets forth for each outstanding Company Option, the name of the holder of such option, the domicile address of such holder, an indication of whether such holder is an Employee of the Company, the date of grant or issuance of such option, the number of shares of Company Common Stock subject to such option, the exercise price of such option, the vesting schedule for such option, including the extent vested on the date of this Agreement and whether and to what extent the exercisability of such option will be accelerated and become exercisable Except as a result of the transactions contemplated by this Agreement, and whether such Company Option is or is not an incentive stock option as defined in Section 422 of the Code. (ii) The Company has outstanding warrants for the purchase of shares of Company Common Stock (each, a “Company Warrant”). All Company Warrants have been offered, issued and delivered by the Company in all material respects in compliance with all applicable Laws, including federal and state corporate and securities Laws. Schedule 3.4(a)(ii) sets forth for each outstanding Company Warrant, the name of the holder of such Company Warrant, the domicile address of such holder, an indication of whether such holder is an Employee of the Company, the date of grant or issuance of such Company Warrant, the number of shares of Company Common Stock subject to such Company Warrant, the exercise price of such Company Warrant, the vesting schedule for such Company Warrant, including the extent vested to the date of this Agreement and whether and to what extent the exercisability of such Company Warrant will be accelerated and become exercisable as a result of the transactions contemplated by this Agreement. (iii) Except for the Company Options and Company Warrantshereby, there are no Company Stock Rights or agreements of any character, written or oral, obligating the Company to issue, deliver, sell, repurchase or redeem, or cause to be issued, delivered, sold, repurchased or redeemed, any Company Common Stock or any capital stock or equity or other ownership interest of the Company or obligating the Company to grant, extend, accelerate the vesting of, change the price of, otherwise amend or enter into any such Company Stock Right. There are no outstanding or authorized stock appreciation, phantom stock, profit participation, or other similar rights with respect to the Company. (b) Except for the agreements or understandings set forth on Schedule 3.4(b) (collectively, the “Shareholder Voting Agreements”), there are no (i) voting trusts, proxies, or other agreements or understandings with respect to the voting stock share capital of the Company Company. There are no agreements to which the Company is a party, by which the Company is bound, or of which the Company has knowledge, or (ii) agreements or understandings to which the Company is a party, by which the Company is bound, or of which the Company has knowledge party relating to the registration, sale or transfer (including agreements relating to rights of first refusal, “co-salesale rights, “drag-along” rights or “dragbring-along” rights) of any Company Common StockShare Capital. The execution and delivery of this Agreement and the consummation As a result of the transactions contemplated hereby and thereby does not implicate any rights or obligations under the Shareholder Voting Agreements that have not been complied with or waived. The Shareholders of Company Common Stock and Company Stock Rights have been or by this Agreement, Buyer will be properly giventhe sole record and beneficial holder of all issued and outstanding Company Share Capital and all outstanding rights to acquire or receive any shares out of the Company Share Capital, whether or shall have properly waived, any required notice prior to the transactions contemplated hereinnot such Company Share Capital is outstanding.

Company Capital Structure. (a) Immediately prior to the transactions contemplated hereunder, the The authorized capital stock of the Company consists of (i) 10,000,000 40,000,000 shares of Company Common Stock, $0.00001 par value per share (“Common Stock”) of which 8,000,000 15,000,000 shares are issued and outstanding (which such amounts include the shares issuable upon exercise of the Company Options on the Closing Date)date hereof; 1,650,000 shares of Company Series S Preferred Stock, of which 1,650,000 shares are issued and outstanding on the date hereof; 2,202,577 shares of Company Series A Preferred Stock, of which 2,202,576 shares are issued and outstanding on the date hereof; and 13,986,014 shares of Company Series B Preferred Stock, of which 87,412 shares are issued and outstanding on the date hereof. The Each share of Company Preferred Stock is convertible on a one-share-for-one-share basis into Company Common Stock and will, pursuant to their terms, be entitled to receive solely the same consideration as shares of Company Common Stock, including all shares subject to on an as-converted basis. As of the Company’s right of repurchasedate hereof, the Company Capital Stock is held of record beneficially by the Persons with the addresses and in the amounts and represented by the certificates set forth on in Section 2.5(a) of the Disclosure Schedule 3.4(a)which further sets forth for each such Person the number of shares held, class and/or series of such shares, the number of the applicable stock certificates representing such shares and the domicile addresses of record of such Persons. All Except as set forth in Section 2.5(a)(i) of the Disclosure Schedule, all outstanding shares of Company Common Capital Stock (i) have been are duly authorized authorized, validly issued, fully paid and validly issued and are fully paid, non-assessable and are not subject to preemptive rights or similar rights created by statute, the Company’s Articles of IncorporationCharter Documents, the By-Laws of the Company or any agreement or document to which the Company is a party or by which it is bound, . (b) All outstanding shares of Company Capital Stock and (ii) Company Options have been offered, sold, issued or repurchased (in the case of shares that were outstanding and delivered repurchased by the Company in all material respects or any stockholder of the Company) in compliance with all applicable LawsLegal Requirements except as set forth on Section 2.5(b) of the Disclosure Schedule, including federal and state corporate were issued, transferred and securities Lawsrepurchased (in the case of shares that were outstanding and repurchased by the Company or any stockholder of the Company) in accordance with any right of first refusal or similar right or limitation Known to the Company. There are no declared or accrued but unpaid dividends with respect to any shares of Company Common Capital Stock. Except as Other than the Company Capital Stock set forth in this Section 3.4, as Sections 2.5(a) and 2.5(d) of the date Disclosure Schedule, the Company has no other capital stock authorized, issued or outstanding. True, correct and complete copies of this Agreement no shares of Company Common Stock, other equity securities, partnership interests or similar ownership interests or other voting all agreements and instruments relating to any securities of the Company have been Made Available and such agreements and instruments have not been amended, modified or any securities exchangeable or convertible into or exercisable for such capital stock, other equity securities, partnership interests or similar ownership interests or other voting securities of the Company, were issued, reserved for issuance or outstanding. Except as set forth on Schedule 3.4(a), there are no 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 on Schedule 3.4, the Company has never repurchased, redeemed or otherwise acquired or caused the repurchase, redemption or acquisition of any shares of Company Common Stock or other securities of the Companysupplemented, and there are no amounts owed agreements to amend, modify or which may be owed supplement such agreements or instruments from the forms thereof provided to any Person by the Company as a result of any repurchase, redemption or acquisition of any shares of Company Common Stock or other securities of the Company. There is no claim or basis for such a claim to any portion of the Merger Consideration except as set forth in Schedule 1.2 by any current or former Shareholder, option holder or warrant holder of the Company, or any other PersonParent. (ic) Except for the Company’s 2006 Stock Plan (the “Company Option Plan”), as amended, the Company has never adopted, sponsored or maintained any stock option plan or any other plan or agreement providing for equity or equity-related compensation to any Person. The Company Option Plan has been duly authorizedperson (whether payable in shares, approved and adopted by the Company’s Board of Directors and the Shareholders and is in full force and effectcash or otherwise). The Company has reserved for issuance to Employees of and consultants to the Company 2,000,000 2,220,000 shares of Company Common Stock for issuance to employees and directors of, and consultants to, the Company upon the issuance of stock or the exercise of options or the granting or purchase of restricted stock granted under the Company Option Plan, of which (i) 839,000 shares are issuable, as of the date hereof, upon the exercise of outstanding, unexercised options granted under the Plan, (ii) no shares have been issued upon the exercise of options granted under the Plan and remain outstanding as of the date hereof, and (iii) 1,381,000 shares remain available for future grant. Each Company Option was originally granted with an exercise price that the Board of Directors of the Company in good faith, based on a reasonable valuation method utilized at the time of grant, determined to purchase 430,000 shares be at least equal to the fair market value of a share of Company Common Stock on the date of grant. The treatment of Company Options as provided for in this Agreement are permitted by the terms of the Plan and the applicable agreements for each Company Option, without the consent or approval of the holders of such securities, the Stockholders or otherwise. True and complete copies of all agreements and instruments relating to or issued under the Plan have been granted Made Available and such agreements and instruments have not been amended, modified or supplemented, and there are outstanding (eachno agreements to amend, a “Company Option”)modify or supplement such agreements or instruments from the forms thereof Made Available. Except as set forth on Schedule 3.4, all outstanding No holder of Company Options have been offeredhas the ability to early exercise any Company Options for shares of Company Capital Stock under the Plan or any other Contract relating to such Company Options. All holders of Company Options are current employees, issued and delivered by the Company in all material respects in compliance with all applicable Lawsconsultants, including federal and state corporate and securities Laws, and in compliance with the terms and conditions advisors or non-employee directors of the Company Option Plan. Company. (d) Section 2.5(d) of the Disclosure Schedule 3.4(a)(i) sets forth for each outstanding Company Option, Option the name of the holder holder, the type of award, the type of entity of such optionholder, the domicile address of record of such holder, an indication of whether such holder is an Employee employee of the Company, the date of grant or issuance of such option, the number of shares of Company Common Capital Stock subject to such option, issuable upon the exercise price of such option, the date of grant, the exercise price, the vesting schedule for such optionschedule, including the extent vested on the to date of this Agreement and whether and such vesting is subject to what extent the exercisability of such option will be accelerated and become exercisable acceleration as a result of the transactions contemplated by this AgreementTransactions or any other events, and and, for any option, whether such Company Option option is a nonstatutory option or is not qualifies as an incentive stock option as defined in Section 422 of the Code.Code and whether (and to what extent) any such Company Option is or has ever been subject to Section 409A (whether or not subsequently amended to comply with or be exempt from the requirements of Section 409A) and any action taken to amend any such Company Option to comply with or be exempt from the requirements of Section 409A. (e) No bonds, debentures, notes or other indebtedness of the Company (i) having the right to vote on any matters on which stockholders may vote (or which is convertible into, or exchangeable for, securities having such right) or (ii) The Company has outstanding warrants for the purchase value of shares of Company Common Stock (each, a “Company Warrant”). All Company Warrants have been offered, issued and delivered by the Company which is in all material respects in compliance with all applicable Laws, including federal and state corporate and securities Laws. Schedule 3.4(a)(ii) sets forth for each outstanding Company Warrant, the name of the holder of such Company Warrant, the domicile address of such holder, an indication of whether such holder is an Employee any way based upon or derived from capital or voting stock of the Company, are issued or outstanding as of the date of grant or issuance of such Company Warrant, the number of shares of Company Common Stock subject to such Company Warrant, the exercise price of such Company Warrant, the vesting schedule for such Company Warrant, including the extent vested to the date of this Agreement and whether and to what extent the exercisability of such Company Warrant will be accelerated and become exercisable as a result of the transactions contemplated by this Agreementhereof. (iiif) Except for the Company Options and Company WarrantsOptions, there are no Company Stock Rights options, warrants, calls, rights, convertible securities, commitments or agreements of any character, written or oral, to which the Company is a party or by which the Company is bound obligating the Company to issue, deliver, sell, repurchase or redeem, or cause to be issued, delivered, sold, repurchased or redeemed, any Company Common Stock or any shares of the capital stock or equity or other ownership interest of the Company or obligating the Company to grant, extend, accelerate the vesting of, change the price of, otherwise amend or enter into any such Company Stock Rightoption, warrant, call, right, commitment or agreement. There are no outstanding or authorized stock appreciation, phantom stock, profit participation, or other similar equity-compensation rights with respect to of the Company. Company (b) whether payable in shares, cash or otherwise). Except for the agreements or understandings as contemplated hereby and as set forth on Schedule 3.4(bSection 2.5(f) (collectively, of the “Shareholder Voting Agreements”)Disclosure Schedule, there are no (i) voting trusts, proxies, or other agreements or understandings with respect to the voting stock of the Company Company, and there are no agreements to which the Company is a party, by which the Company is bound, or of which the Company has knowledge, or (ii) agreements or understandings to which the Company is a party, by which the Company is bound, or of which the Company has knowledge party relating to the registration, sale or transfer (including agreements relating to rights of first refusal, “co-sale” sale rights or “"drag-along” " rights) of any Company Common Capital Stock. The execution and delivery of this Agreement and the consummation As a result of the transactions contemplated hereby Merger, Parent will be the sole record and thereby does not implicate beneficial holder of all issued and outstanding Company Capital Stock and all rights to acquire or receive any rights or obligations under the Shareholder Voting Agreements that have not been complied with or waived. The Shareholders shares of Company Common Capital Stock, whether or not such shares of Company Capital Stock are outstanding. (g) No event has occurred, and Company Stock Rights have been no circumstance or will be properly givencondition exists, that has resulted in, or shall have properly waivedthat will or would reasonably be expected to result in, and there is no basis for, any required notice prior liability of the Company to any current, former or alleged holder of securities of the Company in such Person's capacity (or alleged capacity) as a holder of such securities, whether related to the transactions contemplated hereinMerger or otherwise.

Company Capital Structure. (a) Immediately prior to the transactions contemplated hereunder, the The authorized capital stock of the Company consists of (i) 10,000,000 shares of Company Common Stock, $0.00001 par value per share (“Common Stock”) of which 8,000,000 are issued and outstanding (which such amounts include the shares issuable upon exercise of the Company Options on the Closing Date). The Company Common Stock, including all shares subject to the Company’s right of repurchase, is held of record beneficially by the Persons with the addresses and in the amounts and represented by the certificates set forth on Schedule 3.4(a). All outstanding 50,000 shares of Company Common Stock and 20,000 shares of Company Preferred Stock. As of the date hereof, (i) have been duly authorized and validly issued and are fully paid, non-assessable and not subject to preemptive rights or similar rights created by statute, the Company’s Articles of Incorporation, the By-Laws of the Company or any agreement or document to which the Company is a party or by which it is bound, and (ii) have been offered, sold, issued and delivered by the Company in all material respects in compliance with all applicable Laws, including federal and state corporate and securities Laws. There are no declared or accrued but unpaid dividends with respect to any shares of Company Common Stock. Except as set forth in this Section 3.4, as of the date of this Agreement no shares of Company Common Stock, other equity securities, partnership interests or similar ownership interests or other voting securities of the Company or any securities exchangeable or convertible into or exercisable for such capital stock, other equity securities, partnership interests or similar ownership interests or other voting securities of the Company, were issued, reserved for issuance or outstanding. Except as set forth on Schedule 3.4(a), there are no 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 on Schedule 3.4, the Company has never repurchased, redeemed or otherwise acquired or caused the repurchase, redemption or acquisition of any 22,060.998 shares of Company Common Stock or other securities of the Companyare issued and outstanding, and there are no amounts owed or which may be owed to any Person by the Company as a result of any repurchase, redemption or acquisition of any (ii) 1,918 shares of Company Common Stock or other securities are held in the treasury of the Company, (iii) 4,644.940 shares of Company Preferred Stock are issued and outstanding; and (iv) 100 shares of Company Preferred Stock are held in the treasury of the Company. There is no claim or basis for such a claim to any portion of the Merger Consideration except as set forth in Schedule 1.2 by any current or former Shareholder, option holder or warrant holder of the Company, or any other Person. (iSection 3.03(a) Except for the Company’s 2006 Stock Plan (the “Company Option Plan”), as amended, the Company has never adopted, sponsored or maintained any stock option plan or any other plan or agreement providing for equity compensation to any Person. The Company Option Plan has been duly authorized, approved and adopted by the Company’s Board of Directors and the Shareholders and is in full force and effect. The Company has reserved for issuance to Employees of and consultants to the Company 2,000,000 shares of Company Common Stock under the Company Option Plan, of which options to purchase 430,000 shares of Company Common Stock have been granted and are outstanding (each, a “Company Option”). Except as set forth on Schedule 3.4, all outstanding Company Options have been offered, issued and delivered by the Company in all material respects in compliance with all applicable Laws, including federal and state corporate and securities Laws, and in compliance with the terms and conditions of the Company Option Plan. Disclosure Schedule 3.4(a)(i) sets forth for each outstanding shows the number of Company Option, the name of the holder of such option, the domicile address of such holder, an indication of whether such holder is an Employee of the Company, the date of grant or issuance of such option, options and warrants and the number of shares of Company Common Stock subject reserved for future issuance pursuant to such option, the exercise price stock options and warrants granted and outstanding as of such option, the vesting schedule for such option, including the extent vested on the date of this Agreement hereof and whether and to what extent the exercisability of such Company Stock Option Plans, which are the Company's only stock option will be accelerated and become exercisable plans. Except as a result set forth in Section 3.03(a) of the transactions contemplated by this Agreement, and whether such Company Option is Disclosure Schedule there are no unexercised Company Options or is not an incentive stock option as defined in Section 422 of the Code. (ii) The Company has outstanding warrants for the exercisable to purchase of shares of Company Common Stock (each, a “or Company Warrant”)Preferred Stock. All Company Warrants have been offered, issued and delivered by the Company in all material respects in compliance with all applicable Laws, including federal and state corporate and securities Laws. Schedule 3.4(a)(ii) sets forth for each outstanding Company Warrant, the name of the holder of such Company Warrant, the domicile address of such holder, an indication of whether such holder is an Employee of the Company, the date of grant or issuance of such Company Warrant, the number of shares of Company Common Stock subject to such Company Warrantissuance as specified above are duly authorized and, upon issuance on the exercise price of such Company Warrantterms and conditions specified in the instruments pursuant to which they are issuable, the vesting schedule for such Company Warrantshall be validly issued, including the extent vested to the date of this Agreement fully paid and whether and to what extent the exercisability of such Company Warrant will be accelerated and become exercisable nonassessable. Except as a result set forth on Section 3.03(a) of the transactions contemplated by this Agreement. (iii) Except for the Company Options and Company WarrantsDisclosure Schedule, there are no obligations, contingent or otherwise, of the Company to repurchase, redeem or otherwise acquire any shares or other units of Company Common Stock or Company Preferred Stock. The shares of Company Common Stock and Company Preferred Stock issued and outstanding are duly authorized, validly issued, fully paid and nonassessable and have not been issued in violation of any preemptive rights. In the event of the exercise of warrants and stock options and the conversion of shares of Company Preferred Stock in accordance with their terms, the Company shall update this representation and warranty, it being agreed that such events shall not affect the aggregate Merger Consideration. (b) Except as set forth in this Section 3.03 or as reserved for future grants of options and warrants under Company Stock Rights Option Plans, there are no equity securities of any class of the Company or any Company Subsidiary, or any security exchangeable into or exercisable for such equity securities, issued, reserved for issuance or outstanding or any phantom equity respecting the Company or any Company Subsidiary, and there are no options, warrants, equity securities, calls, puts by other parties, rights, commitments or agreements of any charactercharacter to which the Company or any Company Subsidiary is a party or by which such entity is bound (including under letters of intent, written whether binding or oral, nonbinding) obligating the Company or any Company Subsidiary to issue, deliver, deliver or sell, repurchase or redeem, or cause to be issued, delivered, delivered or sold, repurchased or redeemed, any Company Common Stock or any additional shares of capital stock or other equity or other ownership interest interests of the Company or any Company Subsidiary or obligating the Company or any Company Subsidiary to grant, extend, accelerate the vesting of, change the price of, otherwise modify or amend or enter into any such Company Stock Rightoption, warrant, equity security, call, puts, right, commitment or agreement. There are no outstanding or authorized stock appreciation, phantom stock, profit participation, or other similar rights with respect to the Company. (b) Except for the agreements or understandings as set forth on Section 3.03(b) of the Company Disclosure Schedule 3.4(b) (collectivelyand the Voting Agreement, and except for the “Shareholder Voting Agreements”)Trust Agreement, dated June 15, 1998, among certain stockholders of the Company and Xxxxxxx X. Xxxxxx, to the Knowledge of the Company, there are no (i) voting trusts, proxies, proxies or other agreements voting agreements, limitations or understandings with respect to the voting shares of capital stock or other equity interests of the Company to which the Company is a party, by which the Company is bound, or of which the Company has knowledge, or (ii) agreements or understandings to which the Company is a party, by which the Company is bound, or of which the Company has knowledge relating to the registration, sale or transfer (including agreements relating to rights of first refusal, “co-sale” rights or “drag-along” rights) of any Company Common Stock. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby and thereby does not implicate any rights or obligations under the Shareholder Voting Agreements that have not been complied with or waived. The Shareholders of Company Common Stock and Company Stock Rights have been or will be properly given, or shall have properly waived, any required notice prior to the transactions contemplated hereinSubsidiary.

Company Capital Structure. (a) Immediately prior to the transactions contemplated hereunderEffective Time, ------------------------- the authorized capital stock of the Company consists of (i) 10,000,000 1,250,000 shares of Company Common Stock, $0.00001 0.01 par value per share (“value. There are 959,500 shares of the Company Common Stock”) of which 8,000,000 are Stock issued and outstanding (which such amounts include the shares issuable upon exercise of the Company Options on the Closing Date). The Company Common Stock, including all shares subject to the Company’s right of repurchase, is held of record beneficially by the Persons with the addresses persons, and in the amounts and represented by the certificates amounts, set forth on Schedule 3.4(a)Exhibit G. At the time of the Closing, such list shall have been appropriately adjusted to reflect option exercises and stock repurchases since the date hereof. No shares of any holder were subject to repurchase upon termination of employment as of the Effective Time. All outstanding shares of Company Common Stock (i) have been are duly authorized authorized, validly issued, fully paid and validly issued and are fully paid, non-non- assessable and not subject to preemptive rights or similar rights created by statute, the Company’s Articles of Incorporation, the By-Laws Organization or Bylaws of the Company or any agreement or document to which the Company is a party or by which it is bound. The Company has reserved 50,000 shares of Common Stock for issuance to employees and consultants pursuant to the Company Stock Option Plan, of which zero (0) shares have been exercised, and 20,000 shares are subject to outstanding, unexercised options (ii) have been offered, sold, issued and delivered by the Company in all material respects in compliance with all applicable Laws, including federal and state corporate and securities Laws"Options"). There The holders of the Options are no declared or accrued but unpaid dividends with respect to any shares of Company Common Stocklisted on Exhibit G hereto. Except as set forth in this Section 3.4, as of the date of this Agreement no shares of Company Common Stock, other equity securities, partnership interests or similar ownership interests or other voting securities of the Company or any securities exchangeable or convertible into or exercisable for such capital stock, other equity securities, partnership interests or similar ownership interests or other voting securities of the Company, were issued, reserved for issuance or outstanding. Except as set forth on Schedule 3.4(a)Disclosure Schedule, there are no bondsother options, debentureswarrants, notes or other indebtedness of the Company having the right to vote (or convertible intocalls, or exchangeable forrights, securities having the right to vote) on any matters on which Shareholders of the Company may vote. Except as set forth on Schedule 3.4, the Company has never repurchased, redeemed or otherwise acquired or caused the repurchase, redemption or acquisition of any shares of Company Common Stock or other securities of the Company, and there are no amounts owed or which may be owed to any Person by the Company as a result of any repurchase, redemption or acquisition of any shares of Company Common Stock or other securities of the Company. There is no claim or basis for such a claim to any portion of the Merger Consideration except as set forth in Schedule 1.2 by any current or former Shareholder, option holder or warrant holder of the Company, or any other Person. (i) Except for the Company’s 2006 Stock Plan (the “Company Option Plan”), as amended, the Company has never adopted, sponsored or maintained any stock option plan or any other plan or agreement providing for equity compensation to any Person. The Company Option Plan has been duly authorized, approved and adopted by the Company’s Board of Directors and the Shareholders and is in full force and effect. The Company has reserved for issuance to Employees of and consultants to the Company 2,000,000 shares of Company Common Stock under the Company Option Plan, of which options to purchase 430,000 shares of Company Common Stock have been granted and are outstanding (each, a “Company Option”). Except as set forth on Schedule 3.4, all outstanding Company Options have been offered, issued and delivered by the Company in all material respects in compliance with all applicable Laws, including federal and state corporate and securities Laws, and in compliance with the terms and conditions of the Company Option Plan. Schedule 3.4(a)(i) sets forth for each outstanding Company Option, the name of the holder of such option, the domicile address of such holder, an indication of whether such holder is an Employee of the Company, the date of grant or issuance of such option, the number of shares of Company Common Stock subject to such option, the exercise price of such option, the vesting schedule for such option, including the extent vested on the date of this Agreement and whether and to what extent the exercisability of such option will be accelerated and become exercisable as a result of the transactions contemplated by this Agreement, and whether such Company Option is or is not an incentive stock option as defined in Section 422 of the Code. (ii) The Company has outstanding warrants for the purchase of shares of Company Common Stock (each, a “Company Warrant”). All Company Warrants have been offered, issued and delivered by the Company in all material respects in compliance with all applicable Laws, including federal and state corporate and securities Laws. Schedule 3.4(a)(ii) sets forth for each outstanding Company Warrant, the name of the holder of such Company Warrant, the domicile address of such holder, an indication of whether such holder is an Employee of the Company, the date of grant or issuance of such Company Warrant, the number of shares of Company Common Stock subject to such Company Warrant, the exercise price of such Company Warrant, the vesting schedule for such Company Warrant, including the extent vested to the date of this Agreement and whether and to what extent the exercisability of such Company Warrant will be accelerated and become exercisable as a result of the transactions contemplated by this Agreement. (iii) Except for the Company Options and Company Warrants, there are no Company Stock Rights commitments or agreements of any character, written character to which the Company is a party or oral, by which it is bound obligating the Company to issue, deliver, sell, repurchase or redeem, or cause to be issued, delivered, sold, repurchased or redeemed, any Company Common Stock or any shares of the capital stock or equity or other ownership interest of the Company or obligating the Company to grant, extend, accelerate the vesting of, change the price of, or otherwise amend or enter into any such Company Stock Right. There are no outstanding option, warrant, call, right, commitment or authorized stock appreciation, phantom stock, profit participation, or other similar rights with respect to the Companyagreement. (b) Except for the agreements or understandings set forth on Schedule 3.4(b) (collectively, the “Shareholder Voting Agreements”), there are no (i) voting trusts, proxies, or other agreements or understandings with respect to the voting stock of the Company to which the Company is a party, by which the Company is bound, or of which the Company has knowledge, or (ii) agreements or understandings to which the Company is a party, by which the Company is bound, or of which the Company has knowledge relating to the registration, sale or transfer (including agreements relating to rights of first refusal, “co-sale” rights or “drag-along” rights) of any Company Common Stock. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby and thereby does not implicate any rights or obligations under the Shareholder Voting Agreements that have not been complied with or waived. The Shareholders of Company Common Stock and Company Stock Rights have been or will be properly given, or shall have properly waived, any required notice prior to the transactions contemplated herein.

Company Capital Structure. (a) Immediately prior The Company is authorized to the transactions contemplated hereunder, the authorized capital stock of the Company consists of (i) 10,000,000 issue shares of Company Common Stock, $0.00001 par value per share (“Common Stock”) shares of which 8,000,000 are issued and outstanding (which such amounts include the shares issuable upon exercise as of the date of this Agreement and there are no shares held in treasury as of the date of this Agreement. All outstanding shares of Company Options on Capital Stock are duly authorized, validly issued, fully paid and nonassessable, and not subject to preemptive or similar rights created by statute, the Closing Date)Company Charter Documents, or any agreement to which the Company is a party or by which it is bound; and have been issued in compliance, in all material respects, with applicable securities Laws and with the Company Charter Documents. The Company does not have any Company Common Stock, including all shares Stock subject to a repurchase option, risk of forfeiture or other vesting condition under any stock restriction or other agreement with the Company’s right of repurchase, . The Company Capital Stock is held of record beneficially by the Persons with the addresses and in the amounts and represented by the certificates set forth on Section 2,2(a) of the Disclosure Schedule, as of the datehereof and as of immediately prior to the Closing, assuming no exercises by the holders of any of the outstanding Company Options listed in Section 2.2(b) of the Disclosure Schedule 3.4(a)following the date hereof. All outstanding No unpaid dividendsor other distributions with respect to any shares of Company Capital Stock have been accrued and/or become due and payable. The updated Section 2.2(a) and Section 2.2(b) of the Disclosure Schedule provided pursuant to Section 5.2(d)(i) (Certgicate ofthe Company) will be complete and correct as of immediately prior to the Effective Time. Except as set forth on Section 2.2(a) and Section 2.2(b) of the Disclosure Schedule, there are no shares of capital stock or other equity interests of the Company issued, reserved for issuance or outstanding. (b) Except for the 2011 Plan, neither the Company nor any of its Subsidiaries maintains any stock option plan or other plan providing for equity compensation or "phantom" equity compensation öf any Person. As of the date of this Agreement, (i)g shares of Company Common Stock are issuable, upon the exercise of outstanding, unexercised Company Options granted under the 2011 Plan and (iii) g shares of Company Common Stock are available for future grants under the 2011 Plan. All such Company Options have been duly authorized issued in compliance, in all material respects, with all applicable securities Laws and validly issued the 2011 Plan. The Company has made available to Parent a complete and are fully paid, non-assessable accurate copy of the 2011 Plan. Any repurchases or cancellations of Company Common Stock or cancellations of Company Options have been completed in accordance with the 2011 Plan and not subject with applicable Law and without further liability to preemptive rights or similar rights created by statute, the Company’s Articles of Incorporation, the By-Laws of the Company or any agreement of its Subsidiaries. Section 2.2(b) of the Disclosure Schedule sets forth a complete and correct list of all outstanding Company Options as of the date **MSPSC Electronic Copy ** 2016-UA-186 Filed on 09/23/2016 ** of this Agreement, including with respect to each such award, (i) the number of shares subject to such award, (ii) the name, state and country of residence of the holder, (iii) the grant date, (iv) whether the award was intended as of its date of grant to be an "incentive stock option" under Section 422 of the Code or document a non-qualified stock option, (v) the exercise or purchase price per share, (vi) the vesting schedule and vested status of each such award as of the date of this Agreement, and (vii) the expiration date of each such award. (c) The Company has not granted any options to purchase shares of the Company Common Stock outside of the 2011 Plan. Except for the Company Options, there are no options, warrants, calls, puts, subscriptions, convertible securities, rights, arrangements, commitments or agreements of any character, written or oral, to which the Company or any of its Subsidiaries is a party or by which it is bound, and (ii) have been offered, sold, issued and delivered by the Company in all material respects in compliance with all applicable Laws, including federal and state corporate and securities Laws. There are no declared or accrued but unpaid dividends with respect to any shares of Company Common Stock. Except as set forth in this Section 3.4, as of the date of this Agreement no shares of Company Common Stock, other equity securities, partnership interests or similar ownership interests or other voting securities of obligating the Company or any securities exchangeable or convertible into or exercisable for such capital stock, other equity securities, partnership interests or similar ownership interests or other voting securities of the Company, were issued, reserved for issuance or outstanding. Except as set forth on Schedule 3.4(a), there are no 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 on Schedule 3.4, the Company has never repurchased, redeemed or otherwise acquired or caused the repurchase, redemption or acquisition of any shares of Company Common Stock or other securities of the Company, and there are no amounts owed or which may be owed to any Person by the Company as a result of any repurchase, redemption or acquisition of any shares of Company Common Stock or other securities of the Company. There is no claim or basis for such a claim to any portion of the Merger Consideration except as set forth in Schedule 1.2 by any current or former Shareholder, option holder or warrant holder of the Company, or any other Person. (i) Except for the Company’s 2006 Stock Plan (the “Company Option Plan”), as amended, the Company has never adopted, sponsored or maintained any stock option plan or any other plan or agreement providing for equity compensation to any Person. The Company Option Plan has been duly authorized, approved and adopted by the Company’s Board of Directors and the Shareholders and is in full force and effect. The Company has reserved for issuance to Employees of and consultants to the Company 2,000,000 shares of Company Common Stock under the Company Option Plan, of which options to purchase 430,000 shares of Company Common Stock have been granted and are outstanding (each, a “Company Option”). Except as set forth on Schedule 3.4, all outstanding Company Options have been offered, issued and delivered by the Company in all material respects in compliance with all applicable Laws, including federal and state corporate and securities Laws, and in compliance with the terms and conditions of the Company Option Plan. Schedule 3.4(a)(i) sets forth for each outstanding Company Option, the name of the holder of such option, the domicile address of such holder, an indication of whether such holder is an Employee of the Company, the date of grant or issuance of such option, the number of shares of Company Common Stock subject to such option, the exercise price of such option, the vesting schedule for such option, including the extent vested on the date of this Agreement and whether and to what extent the exercisability of such option will be accelerated and become exercisable as a result of the transactions contemplated by this Agreement, and whether such Company Option is or is not an incentive stock option as defined in Section 422 of the Code. (ii) The Company has outstanding warrants for the purchase of shares of Company Common Stock (each, a “Company Warrant”). All Company Warrants have been offered, issued and delivered by the Company in all material respects in compliance with all applicable Laws, including federal and state corporate and securities Laws. Schedule 3.4(a)(ii) sets forth for each outstanding Company Warrant, the name of the holder of such Company Warrant, the domicile address of such holder, an indication of whether such holder is an Employee of the Company, the date of grant or issuance of such Company Warrant, the number of shares of Company Common Stock subject to such Company Warrant, the exercise price of such Company Warrant, the vesting schedule for such Company Warrant, including the extent vested to the date of this Agreement and whether and to what extent the exercisability of such Company Warrant will be accelerated and become exercisable as a result of the transactions contemplated by this Agreement. (iii) Except for the Company Options and Company Warrants, there are no Company Stock Rights or agreements of any character, written or oral, obligating the Company its Subsidiaries to issue, deliver, ,sell, repurchase or redeem, or cause to be issued, delivered, sold, repurchased or redeemed, any Company Common Stock or any shares of the capital stock or equity or other ownership interest of the Company or obligating the Company to grant, extend, accelerate the vesting of, change the price of, otherwise amend or enter into any such Company Stock Rightof its Subsidiaries. There are no outstanding or authorized stock appreciationappreciation rights, conversion rights, stock unit, phantom stock, profit participation, participation or other similar rights with respect to the CompanyCompany or any of its Subsidiaries. (b) Except for the agreements or understandings set forth on Schedule 3.4(b) (collectively, the “Shareholder Voting Agreements”), there are no (i) voting trusts, proxies, or other agreements or understandings with respect to the voting stock of the Company to which the Company is a party, by which the Company is bound, or of which the Company has knowledge, or (ii) agreements or understandings to which the Company is a party, by which the Company is bound, or of which the Company has knowledge relating to the registration, sale or transfer (including agreements relating to rights of first refusal, “co-sale” rights or “drag-along” rights) of any Company Common Stock. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby and thereby does not implicate any rights or obligations under the Shareholder Voting Agreements that have not been complied with or waived. The Shareholders of Company Common Stock and Company Stock Rights have been or will be properly given, or shall have properly waived, any required notice prior to the transactions contemplated herein.

Company Capital Structure. (a) Immediately prior to the transactions contemplated hereunder, the The authorized share capital stock of the Company consists of (i) 10,000,000 is HK$10,000.00 divided into 10,000 ordinary shares of Company Common StockHK$1.00 each, $0.00001 par value per share (“Common Stock”) of which 8,000,000 100 shares are issued and outstanding (which such amounts include the shares issuable upon exercise of the Company Options on the Closing Date)outstanding. The Company Common Stock, including all shares subject to the Company’s right of repurchase, is are held of record beneficially by the Persons persons, with the domicile addresses and in the amounts and represented by the certificates set forth on Schedule 3.4(a)in Section 2.3(a) of the Company Disclosure Schedule. All The Shares are all the issued and outstanding shares of the Company Common Stock (i) have been duly authorized and validly issued and are fully paid, non-assessable and have been duly and validly issued, except as set forth in Section 2.3(a) of the Company Disclosure Schedule, and are not subject to preemptive rights or similar any pre-emptive rights created by statute, the Company’s Memorandum and Articles of Incorporation, the By-Laws Association of the Company or any agreement to which the Company and/or any Shareholder is a party or document by which it or he is bound and have been duly and validly issued in compliance with the laws of Hong Kong [Singapore] and the Memorandum and Articles of Association of the Company, except as set forth in Section 2.3(a) of the Company Disclosure Schedule. (b) There are no options, warrants, calls, rights, commitments or agreements of any character, written or oral, to which the Company is a party or by which it is bound, and (ii) have been offered, sold, issued and delivered by the Company in all material respects in compliance with all applicable Laws, including federal and state corporate and securities Laws. There are no declared or accrued but unpaid dividends with respect to any shares of Company Common Stock. Except as set forth in this Section 3.4, as of the date of this Agreement no shares of Company Common Stock, other equity securities, partnership interests or similar ownership interests or other voting securities of the Company or any securities exchangeable or convertible into or exercisable for such capital stock, other equity securities, partnership interests or similar ownership interests or other voting securities of the Company, were issued, reserved for issuance or outstanding. Except as set forth on Schedule 3.4(a), there are no 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 on Schedule 3.4, the Company has never repurchased, redeemed or otherwise acquired or caused the repurchase, redemption or acquisition of any shares of Company Common Stock or other securities of the Company, and there are no amounts owed or which may be owed to any Person by the Company as a result of any repurchase, redemption or acquisition of any shares of Company Common Stock or other securities of the Company. There is no claim or basis for such a claim to any portion of the Merger Consideration except as set forth in Schedule 1.2 by any current or former Shareholder, option holder or warrant holder of the Company, or any other Person. (i) Except for the Company’s 2006 Stock Plan (the “Company Option Plan”), as amended, the Company has never adopted, sponsored or maintained any stock option plan or any other plan or agreement providing for equity compensation to any Person. The Company Option Plan has been duly authorized, approved and adopted by the Company’s Board of Directors and the Shareholders and is in full force and effect. The Company has reserved for issuance to Employees of and consultants to the Company 2,000,000 shares of Company Common Stock under the Company Option Plan, of which options to purchase 430,000 shares of Company Common Stock have been granted and are outstanding (each, a “Company Option”). Except as set forth on Schedule 3.4, all outstanding Company Options have been offered, issued and delivered by the Company in all material respects in compliance with all applicable Laws, including federal and state corporate and securities Laws, and in compliance with the terms and conditions of the Company Option Plan. Schedule 3.4(a)(i) sets forth for each outstanding Company Option, the name of the holder of such option, the domicile address of such holder, an indication of whether such holder is an Employee of the Company, the date of grant or issuance of such option, the number of shares of Company Common Stock subject to such option, the exercise price of such option, the vesting schedule for such option, including the extent vested on the date of this Agreement and whether and to what extent the exercisability of such option will be accelerated and become exercisable as a result of the transactions contemplated by this Agreement, and whether such Company Option is or is not an incentive stock option as defined in Section 422 of the Code. (ii) The Company has outstanding warrants for the purchase of shares of Company Common Stock (each, a “Company Warrant”). All Company Warrants have been offered, issued and delivered by the Company in all material respects in compliance with all applicable Laws, including federal and state corporate and securities Laws. Schedule 3.4(a)(ii) sets forth for each outstanding Company Warrant, the name of the holder of such Company Warrant, the domicile address of such holder, an indication of whether such holder is an Employee of the Company, the date of grant or issuance of such Company Warrant, the number of shares of Company Common Stock subject to such Company Warrant, the exercise price of such Company Warrant, the vesting schedule for such Company Warrant, including the extent vested to the date of this Agreement and whether and to what extent the exercisability of such Company Warrant will be accelerated and become exercisable as a result of the transactions contemplated by this Agreement. (iii) Except for the Company Options and Company Warrants, there are no Company Stock Rights or agreements of any character, written or oral, bound obligating the Company to issue, deliver, sell, repurchase or redeem, or cause to be issued, delivered, sold, repurchased or redeemed, any Company Common Stock or any shares of the capital stock or equity or other ownership interest of the Company or obligating the Company to grant, extend, accelerate the vesting of, change the price of, otherwise amend or enter into any such option, warrant, call, right, commitment or agreement. The Company Stock Rightdoes not have any stock option plan or other plan providing for equity compensation of any person. There is no outstanding Company Share Capital which is subject to vesting. There are no outstanding or authorized stock appreciation, phantom stock, profit participation, or other similar rights with respect to the Company. (b) . Except for the agreements or understandings set forth on Schedule 3.4(b) (collectively, the “Shareholder Voting Agreements”)as contemplated hereby, there are no (i) voting trusts, proxies, or other agreements or understandings with respect to the voting stock of the Company to Company. There is no restriction which the Company is a party, by which the Company is bound, or of which the Company has knowledge, or (ii) agreements or understandings to which the Company is a party, by which the Company is bound, or of which the Company has knowledge relating to the registration, sale or transfer (including agreements relating to rights of first refusal, “co-sale” rights or “drag-along” rights) of any Company Common Stock. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby and thereby does not implicate any rights or obligations under the Shareholder Voting Agreements that have not been complied with on the sale or waived. The transfer of the Shares to NEON. (c) Upon payment of the Purchase Price in the manner set forth in Section 1.2 hereof, the Shareholders of Company Common Stock and Company Stock Rights have been or will be properly given, or shall have properly waivedtransferred to NEON and its designee one hundred percent (100%) of the outstanding share capital of the Company together with all rights and interests attaching thereto, any required notice prior to the transactions contemplated hereinfree and clear of all liens, encumbrances or other defects of title.

Company Capital Structure. (a) Immediately prior to the transactions contemplated hereunder, the The authorized capital stock of the Company consists of (i) 10,000,000 2,016,000 shares of Company Common Stock, $0.00001 par value per share (“of which 1,986,000 shares have been designated as Class A Voting Common Stock”) , 221,036 of which 8,000,000 are issued and outstanding (outstanding, and 30,000 shares have been designated as Class B Non-Voting Common Stock, 12,110 of which such amounts include are issued and outstanding. As of the shares issuable upon exercise date hereof, the capitalization of the Company Options on is as set forth in Section 2.2(a) of the Closing Date)Disclosure Schedule. The Company Common Stock, including all shares subject to the Company’s right of repurchase, Stock is held of record beneficially by the Persons persons with the domicile addresses and in the amounts and represented by the certificates set forth on Schedule 3.4(a)in Section 2.2(a) of the Disclosure Schedule. All Except as set forth in Section 2.2(a) of the Disclosure Schedule, all outstanding shares of Company Common Stock (i) have been are duly authorized authorized, validly issued, fully paid and validly issued and are fully paid, non-assessable assessable, free and clear of any Liens created by or in favor of the Company, are held of record by the Shareholders and were not subject to issued in violation of the preemptive rights or similar rights created by statute, the Company’s Articles of Incorporation, the By-Laws of the Company any Person or any agreement or document to Law by which the Company is a party were bound at the time of issuance. The Company Common Stock was not issued in violation of the Securities Act or by which it is bound, and (ii) have been offered, sold, issued and delivered by the Company in all material respects in compliance with all applicable Laws, including federal and state corporate and securities Laws. There are no declared or accrued but unpaid dividends with respect to any shares of Company Common Stock. . (b) Except as set forth in this Section 3.4, as 2.2(b) of the date of this Agreement no shares of Company Common Stock, other equity securities, partnership interests or similar ownership interests or other voting securities of the Company or any securities exchangeable or convertible into or exercisable for such capital stock, other equity securities, partnership interests or similar ownership interests or other voting securities of the Company, were issued, reserved for issuance or outstanding. Except as set forth on Schedule 3.4(a), there are no 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 on Schedule 3.4, the Company has never repurchased, redeemed or otherwise acquired or caused the repurchase, redemption or acquisition of any shares of Company Common Stock or other securities of the Company, and there are no amounts owed or which may be owed to any Person by the Company as a result of any repurchase, redemption or acquisition of any shares of Company Common Stock or other securities of the Company. There is no claim or basis for such a claim to any portion of the Merger Consideration except as set forth in Schedule 1.2 by any current or former Shareholder, option holder or warrant holder of the Company, or any other Person. (i) Except for the Company’s 2006 Stock Plan (the “Company Option Plan”), as amendedDisclosure Schedule, the Company has never adopted, sponsored or maintained any stock option plan or any other plan or agreement providing for equity compensation to any Personperson. The Company Option Plan has been duly authorized, approved and adopted by the Company’s Board of Directors and the Shareholders and is in full force and effect. The Company has reserved Except for issuance to Employees of and consultants to the Company 2,000,000 shares Options set forth in Section 2.2(b) of the Disclosure Schedule (such schedule to contain, for each holder of Company Common Stock under the Company Option Plan, of which options to purchase 430,000 shares of Company Common Stock have been granted and are outstanding (each, a “Company Option”). Except as set forth on Schedule 3.4, all outstanding Company Options have been offered, issued and delivered by the Company in all material respects in compliance with all applicable Laws, including federal and state corporate and securities Laws, and in compliance with the terms and conditions of the Company Option Plan. Schedule 3.4(a)(i) sets forth for each outstanding Company OptionOptions, the name of the holder of such option, the domicile and address of such holder, an indication of whether such holder is an Employee of the Company, the date of grant or issuance of such option, the number of shares of Company Common Stock subject to issuable upon the exercise of such option, Company Options and the exercise price of such option, the vesting schedule for such option, including the extent vested on the date of this Agreement and whether and to what extent the exercisability of such option will be accelerated and become exercisable as a result of the transactions contemplated by this Agreement, and whether such Company Option is or is not an incentive stock option as defined in Section 422 of the Code. (ii) The Company has outstanding warrants for the purchase of shares of Company Common Stock (each, a “Company Warrant”thereof). All Company Warrants have been offered, issued and delivered by the Company in all material respects in compliance with all applicable Laws, including federal and state corporate and securities Laws. Schedule 3.4(a)(ii) sets forth for each outstanding Company Warrant, the name of the holder of such Company Warrant, the domicile address of such holder, an indication of whether such holder is an Employee of the Company, the date of grant or issuance of such Company Warrant, the number of shares of Company Common Stock subject to such Company Warrant, the exercise price of such Company Warrant, the vesting schedule for such Company Warrant, including the extent vested to the date of this Agreement and whether and to what extent the exercisability of such Company Warrant will be accelerated and become exercisable as a result of the transactions contemplated by this Agreement. (iii) Except for the Company Options and Company Warrants, there are no Company Stock Rights options, warrants, calls, rights, convertible securities, commitments or agreements of any character, written or oral, to which the Company is a party or by which the Company is bound obligating the Company to issue, deliver, sell, repurchase or redeem, or cause to be issued, delivered, sold, repurchased or redeemed, any shares of the Company Common Stock or any capital stock or equity or other ownership interest of the Company or obligating the Company to grant, extend, accelerate the vesting of, change the price of, otherwise amend or enter into any such option, warrant, call, right, commitment or agreement. Except as set forth in Section 2.2(b) of the Disclosure Schedule, all Company Options were granted at an exercise price at least equal to the fair market value (within the meaning of Section 409A of the Code) of a share of Company Common Stock Righton the date of grant, and no Company Option has been repriced, extended or amended since the date of its grant. There Except as set forth in Section 2.2(b) of the Disclosure Schedule, there are no outstanding or authorized stock appreciation, phantom stock, profit participation, or other similar rights with respect to the Company. (b) . Except for the agreements or understandings set forth on Schedule 3.4(b) (collectively, the “Shareholder Voting Agreements”)as contemplated hereby, there are no (i) voting trusts, proxies, or other agreements or understandings with respect to the voting stock of the Company to which the Company is a party, by which the Company is bound, or of which the Company has knowledge, or (ii) agreements or understandings to which the Company is a party, by which the Company is bound, or of which the Company has knowledge relating to the registration, sale or transfer (including agreements relating to rights of first refusal, “co-sale” rights or “drag-along” rights) of any Company Common Stock. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby and thereby does not implicate any rights or obligations under the Shareholder Voting Agreements that have not been complied with or waived. The Shareholders of Company Common Stock and Company Stock Rights have been or will be properly given, or shall have properly waived, any required notice prior to the transactions contemplated hereinCompany.

Company Capital Structure. (a) Immediately prior to the transactions contemplated hereunder, the The authorized capital stock of the Company consists of (i) 10,000,000 15,000,000 shares of Company authorized Common Stock, $0.00001 par value per share (“Common Stock”) Stock of which 8,000,000 10,005,000 shares are issued and outstanding (which such amounts include the shares issuable upon exercise of the Company Options on the Closing Date)outstanding. The Company Common Stock, including all shares subject to the Company’s right of repurchase, Capital Stock is held of record beneficially by the Persons persons, with the domicile addresses and in the amounts and represented by the certificates set forth on Schedule 3.4(a)in Section 2.3(a) of the Company Disclosure Schedule. All outstanding shares of Company Common Capital Stock (i) have been are duly authorized authorized, validly issued, fully paid and validly issued and are fully paid, non-assessable and not subject to preemptive rights or similar rights created by statute, the Company’s Articles of Incorporation, the By-Laws Incorporation or Bylaws of the Company or any agreement or document to which the Company is a party or by which it is bound, bound and (ii) have been offered, sold, issued and delivered by the Company in all material respects in compliance with all applicable Laws, including federal and state corporate and securities Laws. There are no declared or accrued but unpaid dividends with respect to any shares of Company Common Stock. Except as set forth in this Section 3.4, as of the date of this Agreement no shares of Company Common Stock, other equity securities, partnership interests or similar ownership interests or other voting securities of the Company or any securities exchangeable or convertible into or exercisable for such capital stock, other equity securities, partnership interests or similar ownership interests or other voting securities of the Company, were issued, reserved for issuance or outstanding. Except as set forth on Schedule 3.4(a), there are no 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 on Schedule 3.4, the Company has never repurchased, redeemed or otherwise acquired or caused the repurchase, redemption or acquisition of any shares of Company Common Stock or other securities of the Company, and there are no amounts owed or which may be owed to any Person by the Company as a result of any repurchase, redemption or acquisition of any shares of Company Common Stock or other securities of the Company. There is no claim or basis for such a claim to any portion of the Merger Consideration except as set forth in Schedule 1.2 by any current or former Shareholder, option holder or warrant holder of the Company, or any other Person. (i) Except for the Company’s 2006 Stock Plan (the “Company Option Plan”), as amended, the Company has never adopted, sponsored or maintained any stock option plan or any other plan or agreement providing for equity compensation to any Person. The Company Option Plan has been duly authorized, approved and adopted by the Company’s Board of Directors and the Shareholders and is in full force and effectlaws. The Company has reserved for issuance to Employees of and consultants to the Company 2,000,000 shares of Company Common Stock under the Company Option Plan, of which options to purchase 430,000 shares of Company Common Stock have been granted and are outstanding (each, a “Company Option”). Except as set forth on Schedule 3.4, all outstanding Company Options have been offeredno other capital stock authorized, issued and delivered by the Company in all material respects in compliance with all applicable Laws, including federal and state corporate and securities Laws, and in compliance with the terms and conditions of the Company Option Plan. Schedule 3.4(a)(i) sets forth for each outstanding Company Option, the name of the holder of such option, the domicile address of such holder, an indication of whether such holder is an Employee of the Company, the date of grant or issuance of such option, the number of shares of Company Common Stock subject to such option, the exercise price of such option, the vesting schedule for such option, including the extent vested on the date of this Agreement and whether and to what extent the exercisability of such option will be accelerated and become exercisable as a result of the transactions contemplated by this Agreement, and whether such Company Option is or is not an incentive stock option as defined in Section 422 of the Codeoutstanding. (ii) The Company has outstanding warrants for the purchase of shares of Company Common Stock (each, a “Company Warrant”). All Company Warrants have been offered, issued and delivered by the Company in all material respects in compliance with all applicable Laws, including federal and state corporate and securities Laws. Schedule 3.4(a)(ii) sets forth for each outstanding Company Warrant, the name of the holder of such Company Warrant, the domicile address of such holder, an indication of whether such holder is an Employee of the Company, the date of grant or issuance of such Company Warrant, the number of shares of Company Common Stock subject to such Company Warrant, the exercise price of such Company Warrant, the vesting schedule for such Company Warrant, including the extent vested to the date of this Agreement and whether and to what extent the exercisability of such Company Warrant will be accelerated and become exercisable as a result of the transactions contemplated by this Agreement. (iiib) Except for the Company Options and described in Section 2.3(b) of the Company WarrantsDisclosure Schedule, there are no Company Stock Rights options, warrants, calls, rights, commitments or agreements of any character, written or oral, to which the Company is a party or by which it is bound obligating the Company to issue, deliver, sell, repurchase or redeem, or cause to be issued, delivered, sold, repurchased or redeemed, any Company Common Stock or any shares of the capital stock or equity or other ownership interest of the Company or obligating the Company to grant, extend, accelerate the vesting of, change the price of, otherwise amend or enter into any such option, warrant, call, right, commitment or agreement. The Company has reserved 1,000,000 shares of Company Common Stock Rightfor issuance to employees and consultants pursuant to the Plan, of which 430,000 shares are subject to outstanding, unexercised options, 500,000 shares remain available for future grant and 5,000 shares have been issued pursuant to the exercise of options issued under the Plan of which no shares have been repurchased by the Company. Section 2.3(b) sets forth for each outstanding Company Option the name of the holder of such option, the domicile address of such holder, the number of shares of Company Common Stock subject to such option, the exercise price of such option and the vesting schedule for such option, including the extent vested to date and whether the exercisability of such option will be accelerated and become exercisable by the transactions contemplated by this Agreement. Except for the Plan, the Company does not have any stock option plan or other plan providing for equity compensation of any person. Except as set forth in Section 2.3(b) of the Company Disclosure Schedule, there is no outstanding Company Capital Stock which is subject to vesting. Section 2.3(b) of the Company Disclosure Schedule also sets forth the name of the holder of any Company Capital Stock subject to vesting, the number of shares of Company Capital Stock subject to vesting and the vesting schedule for such Company Capital Stock, including the extent vested to date. There are no outstanding or authorized stock appreciation, phantom stock, profit participation, or other similar rights with respect to the Company. (b) . Except for the agreements or understandings set forth on Schedule 3.4(b) (collectively, the “Shareholder Voting Agreements”)as contemplated hereby, there are no (i) voting trusts, proxies, or other agreements or understandings with respect to the voting stock of the Company to which the Company is a party, by which the Company is bound, or of which the Company has knowledge, or Company. (iic) agreements or understandings to which the Company is a party, by which the Company is bound, or of which the Company has knowledge relating to the registration, sale or transfer (including agreements relating to rights of first refusal, “co-sale” rights or “drag-along” rights) of any Company Common Stock. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby and thereby does not implicate any rights or obligations under the Shareholder Voting Agreements that have not been complied with or waived. The Shareholders holders of Company Common Stock and Company Stock Rights Options have been or will be properly given, or shall have properly waived, any required notice prior to the transactions contemplated hereinconsummation of the Acquisition, and all such rights will have terminated at or prior to the Closing. (d) Upon completion of the Acquisition hereunder, NEON will own one hundred percent (100%) of the outstanding capital stock of the Company and right to acquire or receive such capital stock, free and clear of all liens, encumbrances or other defects of title.

Company Capital Structure. (a) Immediately prior to the transactions contemplated hereunder, the The authorized capital stock of the Company consists of (i) 10,000,000 6,590,000 shares of Company Common Stock, $0.00001 par value per share (“Common Stock”) of which 8,000,000 which: 2,943,806 shares are issued and outstanding (which such amounts include the shares issuable upon exercise as of the date of this Agreement and (ii) 1,590,000 shares of Company Options on the Closing Date). The Company Common Preferred Stock, including all of which 1,584,855 shares subject to are issued and outstanding as of the Company’s right date of repurchasethis Agreement. Except as set forth in Section 3.5(a) of the Disclosure Schedule, no shares of Company Capital Stock are issued and held as Treasury Stock. (b) As of the date of this Agreement, the Company Capital Stock is held of record beneficially by the Persons with the addresses and in the amounts and represented by the certificates set forth on in Section 3.5(b) of the Disclosure Schedule 3.4(a)which further sets forth for each such Person (i) such Person’s name and the number, class, and series of all shares held by such Person, (ii) the number of the applicable book-entry positions or certificates, as applicable, representing such shares, and (iii) whether such Person is or has ever been an Employee. All outstanding shares of Company Common Capital Stock (i) have been are duly authorized authorized, validly issued, fully paid and validly issued and are fully paid, non-assessable and not subject to any Liens (other than a Permitted Lien), outstanding subscriptions, preemptive rights, rights of first refusal or similar “put” or “call” rights created by statute, the Company’s Articles of IncorporationCharter Documents, the By-Laws of the Company or any agreement or document Contract to which the Company is a party or by which it or any of its assets is bound. None of the outstanding shares of Company Capital Stock are, or have ever been, Company Restricted Stock. All shares of Company Capital Stock and (ii) have been offered, sold, other Company Securities ever issued and delivered by the Company have been issued or repurchased (in all the case of shares that were outstanding and repurchased by the Company or any Stockholder) in material respects in compliance with all Laws and all applicable LawsContracts, including federal and state corporate were issued, transferred and securities Lawsrepurchased (in the case of shares that were outstanding and repurchased by the Company or any Stockholder) in accordance with any right of first refusal or similar right or limitation. There Except as set forth on Section 3.5(b) of the Disclosure Schedule, there are no declared or accrued but unpaid dividends with respect to any shares of Company Common StockCapital Stock and the Company has never declared or paid any dividend or other distribution. Except as Other than the Company Capital Stock set forth in this Section 3.4, as 3.5(b) of the date of this Agreement no shares of Company Common StockDisclosure Schedule, other equity securities, partnership interests or similar ownership interests or other voting securities of the Company or any securities exchangeable or convertible into or exercisable for such has no other capital stockstock authorized, other equity securities, partnership interests or similar ownership interests or other voting securities of the Company, were issued, reserved for issuance issued or outstanding. . (c) Except as set forth on Schedule 3.4(a), there are no bonds, debentures, notes or other indebtedness Section 3.5(c) 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 on Disclosure Schedule 3.4, the Company has never repurchased, redeemed or otherwise acquired or caused the repurchase, redemption or acquisition of any shares of Company Common Stock or other securities of the Company, and there are no amounts owed or which may be owed to any Person by the Company as a result of any repurchase, redemption or acquisition of any shares of Company Common Stock or other securities of the Company. There is no claim or basis for such a claim to any portion of the Merger Consideration except as set forth in Schedule 1.2 by any current or former Shareholder, option holder or warrant holder of the Company, or any other Person. (i) Except for the Company’s 2006 Stock Plan (the “Company Option Plan”), as amendedPlans, the Company has never adopted, sponsored or maintained any stock option plan or any other plan or agreement Contract providing for equity equity-related compensation to any PersonPerson (whether payable in shares, cash or otherwise). The Company Option Plan has Each of the Plans been duly authorized, approved and adopted by the Company’s Board of Directors and the Shareholders Stockholders and is in full force and effect. The Company has reserved for issuance to Employees of and consultants to the Company 2,000,000 2,400,000 shares of Company Common Stock for issuance to employees and directors of, and consultants to, the Company upon the issuance of stock or the exercise of options granted under the Company Option PlanPlans, of which 1,632,559 shares are issuable, as of the date of this Agreement, upon the exercise of outstanding, unexercised options to purchase 430,000 granted under the Plan, 343,806 shares of Company Common Stock have been issued upon the exercise of options or purchase of restricted stock granted under the Plan and are remain outstanding (each, a “Company Option”). Except as set forth on Schedule 3.4, all outstanding Company Options have been offered, issued and delivered by the Company in all material respects in compliance with all applicable Laws, including federal and state corporate and securities Laws, and in compliance with the terms and conditions of the Company Option Plan. date of this Agreement and 423,635 shares remain available for future grants. (d) Section 3.5(d) of the Disclosure Schedule 3.4(a)(i) sets forth forth, as of the date of this Agreement, for each outstanding Company Option, the (1) name of the holder of such optionOptionholder thereof, the domicile address of such holder, an indication of (2) whether such holder Optionholder is an Employee of Employee, (3) the Companygrant date and expiration date thereof, the date of grant or issuance of (4) whether such optionCompany Option was granted pursuant to a Plan, the number of shares of Company Common Stock subject to such option, the exercise price of such option, (5) the vesting schedule for (including all acceleration provisions) applicable to such option, including Company Option and the extent to which such Company Option is vested on the to date of this Agreement and whether and such vesting is subject to what extent the exercisability of such option will be accelerated and become exercisable acceleration as a result of the transactions contemplated by this AgreementAgreement or any other events, (6) the exercise price per share and the number, class and series of shares of Company Common Stock underlying such Company Option to date, and (7) whether such Company Option is a nonstatutory option or is not an incentive stock option as defined in Section 422 of the Code, and whether such Company Option is subject to Section 409A of the Code. The terms of the Plans and the applicable agreements for each Company Option permit the treatment of Company Options as provided in this Agreement, without the consent or approval of the holders of such securities, the Stockholders or otherwise and without any acceleration of the exercise schedules or vesting provisions in effect for such Company Options. True and complete copies of all forms of agreement relating to or issued under the Plans and all agreements that materially deviate from such forms have been Made Available and such agreements have not been amended, modified or supplemented, and there are no Contracts to amend, modify or supplement such Contracts from the forms thereof Made Available. No holder of Company Options has the ability to early exercise any Company Options for shares of restricted stock under the Plan or any other Contract relating to such Company Options. All holders of Company Options are current employees or non-employee directors of the Company. (iie) The Section 3.5(e) of the Disclosure Schedule sets forth, as of the date of this Agreement, with respect to each Company has outstanding warrants for the purchase of shares of Company Common Stock Note, (each, a “Company Warrant”). All Company Warrants have been offered, issued and delivered by the Company in all material respects in compliance with all applicable Laws, including federal and state corporate and securities Laws. Schedule 3.4(a)(ii1) sets forth for each outstanding Company Warrant, the name of the holder of such the Company WarrantNote, (2) the grant date and expiration date thereof, (3) the principal and accrued interest outstanding under the Company Note, and (4) a summary of the effect on the applicable Company Note as a result of the entry into this Agreement and consummation of the transactions contemplated hereby. The terms of the applicable Contracts for the Company Notes permit the termination of the Company Notes as provided in this Agreement, without the consent or approval of the holders of the Company Notes (as applicable), the domicile address Stockholders or otherwise. True and complete copies of all Contracts relating to or issued under or with respect to the Company Notes have been Made Available and such holderContracts have not been amended, an indication of whether modified or supplemented and there are no Contracts to amend, modify or supplement such holder is an Employee of Contracts from the Company, forms thereof Made Available. (f) Except for the date of grant or issuance of such Company Warrant, the number of shares of Company Common Stock subject to such Company WarrantCapital Stock, the exercise price Company Options, Company Phantom Stock Units and the Company Notes set forth on Sections 3.5(b), 3.5(c), 3.5(e) and Section 3.5(e) of such Company Warrantthe Disclosure Schedule, the vesting schedule for such Company Warrant, including the extent vested to as of the date of this Agreement there are no, and whether and to what extent the exercisability of such Company Warrant will be accelerated and become exercisable as a result of the transactions contemplated by this Agreement. (iii) Except for the Company Options and has no unfilled Contracts, promises or commitments (whether or not binding) to issue or grant any Company Warrants, there are no Company Stock Rights Securities or agreements enter into any Contract of any character, written or oral, to issue or grant any Company Securities to which the Company is a party or by which the Company is bound obligating the Company to issue, deliver, sell, repurchase or redeem, or cause to be issued, delivered, sold, repurchased or redeemed, any Company Common Stock or any shares of the capital stock or equity or other ownership interest of the Company or obligating the Company to grant, extend, accelerate the vesting of, change the price of, otherwise amend or enter into any such Company Stock RightSecurities. There Except as set forth on Section 3.5(e) of the Disclosure Schedule, there are no outstanding or authorized authorized, and the Company has no unfilled promises or commitments (whether or not binding) to issue, grant, or enter into any, stock appreciation, phantom stock, profit participation, or other similar rights with respect to the Company. Company (b) whether payable in Company Securities, cash or otherwise). Except for the agreements or understandings set forth on Schedule 3.4(b) (collectively, the “Shareholder Voting Agreements”)as contemplated hereby, there are no (i) voting trusts, proxies, or other agreements or understandings Contracts with respect to the voting stock of the Company Company, and there are no Contracts to which the Company is a party, by which the Company is bound, or of which the Company has knowledge, or (ii) agreements or understandings to which the Company is a party, by which the Company is bound, or of which the Company has knowledge party relating to the registration, sale or transfer (including agreements Contracts relating to rights of first refusal, “right of first offer, co-sale” sale rights or “drag-along” rights) of any Company Common Capital Stock. The execution As a result of the Mergers, Parent will be the sole record and delivery beneficial holder of all issued and outstanding Company Capital Stock and all Company Securities. (g) Section 3.5(g) of the Disclosure Schedule sets forth, as of the date of this Agreement Agreement, all Indebtedness of the Company, including (i) the amount of such Indebtedness, (ii) a breakdown of the components of such Indebtedness, including any prepayment premiums, penalties, breakage costs, “make whole amounts,” costs, expenses and other payment obligations that would arise if any or all of such Indebtedness were prepaid, extinguished, unwound and settled in full prior to maturity and (iii) any assets securing such Indebtedness. Other than as set forth on Section 3.5(g) of the Disclosure Schedule, the Company has no outstanding Indebtedness. The Company has Made Available a true, correct and complete copy of each Contract or other instrument evidencing Indebtedness of the Company. With respect to each such item of Indebtedness, the Company is not in default and no payments are past due. There are no outstanding loans or Indebtedness involving, on the one hand, the Company and on the other hand, any of the Securityholders. After giving effect to the Closing and the consummation payment of the transactions contemplated hereby and thereby does not implicate any rights or obligations under the Shareholder Voting Agreements that have not been complied with or waived. The Shareholders of Company Common Stock and Company Stock Rights have been or will be properly given, or shall have properly waived, any required notice all Closing Indebtedness set forth in Payoff Letters delivered to Parent prior to the transactions contemplated hereinClosing, the Company will have no Indebtedness, and each holder of any Indebtedness of the Company will have no rights in respect of such Indebtedness. (h) The Company has no outstanding PPP Indebtedness. The Company has Made Available complete and correct copies of the Company’s applications for PPP Indebtedness, applications for forgiveness of any PPP Indebtedness and all information submitted to the lender of any PPP Indebtedness in support thereof, a copy of the final approval of the forgiveness of any PPP Indebtedness (if applicable) and all other definitive documents, applications and supporting materials provided to the lender or any Governmental Entity in connection with the application or receipt of the PPP Loans, including any amendments and corrections thereto. The Company at all applicable times met the eligibility requirements for application and receipt of any PPP Indebtedness and at all applicable times has been in compliance with the CARES Act with respect to any PPP Indebtedness. All material representations and certifications made by the Company to the PPP Lender or any Governmental Entity in connection with the PPP Loans were accurate, true and correct in all material respects when made. The Company has complied in all material respects with the terms and conditions of the PPP and, without limiting the foregoing, the Company and its subsidiaries utilized the proceeds of the PPP Loans solely for permitted purposes under the PPP. (i) Other than the Company Notes, there is not issued or outstanding any bonds, debentures, notes or other Indebtedness of the Company (i) having the right to vote on any matters on which Stockholders may vote (or which is convertible into, or exchangeable for, securities having such right), or (ii) the value of which is in any way based upon or derived from capital or voting stock of the Company. (j) The allocation of the Merger Consideration set forth in Article I is consistent with, and does not violate any of the Charter Documents, the Plan, or any Contract applicable to any Company Securities or Indebtedness of the Company, as amended immediately prior to the Effective Time. (k) To the Knowledge of the Company, as of the date of this Agreement, no event has occurred, and no circumstance or condition exists, that has resulted in, or that will or would reasonably be expected to result in any Liability of the Company to any current, former or alleged holder of Company Securities in such Person’s capacity (or alleged capacity) as a holder of such securities, whether related to the Mergers or otherwise.

Company Capital Structure. (a) Immediately prior to the transactions contemplated hereunder, the The authorized capital stock of the Company consists of twenty million (i20,000,000) 10,000,000 shares of common stock, of which seven million one hundred fifty-eight thousand (7,158,000) shares are issued and outstanding as of the date hereof. As of the date hereof, the capitalization of the Company is as set forth in Section 2.2 of the Disclosure Schedule. Assuming the same total ----------- capitalization as on the date hereof, the total number of shares of Company Common Stock outstanding as of immediately prior to the Effective Time (assuming the conversion, exercise or exchange of all securities convertible into, or exercisable or exchangeable for, shares of Company Common Stock, $0.00001 par value per share (“Common Stock”other than unexercised Company Options) will be as set forth in Section 2.2 of which 8,000,000 are the ----------- Disclosure Schedule. The issued and outstanding (which such amounts include the shares issuable upon exercise of the Company Options on the Closing Date). The Company Common Stock, including all shares subject to the Company’s right of repurchase, Stock is held of record beneficially by the Persons persons with the domicile addresses and in the amounts and represented by the certificates set forth on Schedule 3.4(a)in Section ------- 2.2 of the Disclosure Schedule. All outstanding shares of Company Common Stock (i) have been --- are duly authorized authorized, validly issued, fully paid and validly issued and are fully paid, non-assessable and not subject to preemptive rights or similar rights created by statute, the Company’s Articles articles of Incorporation, the By-Laws incorporation or bylaws of the Company Company, or any agreement or document to which the Company is a party or by which it is bound, . All outstanding shares of Company Common Stock and (ii) Company Options have been offered, sold, issued and delivered by the Company in all material respects in compliance with all applicable Lawsfederal, state, foreign, or local statutes, laws, rules, or regulations, including federal and state corporate securities laws. The Company has not, and securities Lawswill not have, suffered or incurred any liability (contingent or otherwise) or Loss (as defined in Section ------- 7.2 hereof) relating to or arising out of the issuance or repurchase of any --- Company Common Stock or Company Options, or out of any agreements or arrangements relating thereto. There are no declared or accrued but unpaid dividends with respect to any shares of Company Common Stock. Except as set forth in this Section 3.4The Company has no other capital stock authorized, as of the date of this Agreement no issued or outstanding. No vesting provisions applicable to any shares of Company Common Restricted Stock, or to any other equity securities, partnership interests or similar ownership interests or rights to purchase Company Common Stock (other voting securities than the Company Warrants identified on Section 2.2 of the Disclosure Schedule and the Company or any securities exchangeable or convertible into or exercisable for such Options ) will accelerate ----------- as a result of the Merger. The Company has made no repurchases of its capital stock, other equity securities, partnership interests or similar ownership interests or other voting securities of . (b) Except for the Company, were issued, reserved for issuance or outstanding. Except as set forth on Schedule 3.4(aPlan and the Phantom Stock Plan (now dissolved), there are no 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 on Schedule 3.4, the Company has never repurchased, redeemed or otherwise acquired or caused the repurchase, redemption or acquisition of any shares of Company Common Stock or other securities of the Company, and there are no amounts owed or which may be owed to any Person by the Company as a result of any repurchase, redemption or acquisition of any shares of Company Common Stock or other securities of the Company. There is no claim or basis for such a claim to any portion of the Merger Consideration except as set forth in Schedule 1.2 by any current or former Shareholder, option holder or warrant holder of the Company, or any other Person. (i) Except for the Company’s 2006 Stock Plan (the “Company Option Plan”), as amended, the Company has never adopted, sponsored adopted or maintained any stock option plan or any other plan or agreement providing for equity compensation to of any Person. The Company Option Plan has been duly authorized, approved and adopted by the Company’s Board of Directors and the Shareholders and is in full force and effectperson. The Company has reserved for issuance to Employees of and consultants to the Company 2,000,000 one million nine hundred forty-seven thousand nine hundred fifty (1,947,950) shares of Company Common Stock for issuance to employees and directors of, and consultants to, the Company upon the exercise of options granted under the Company Option Plan, of which (i) one million five hundred thousand (1,500,000) shares are issuable as of the date hereof, upon the exercise of outstanding, unexercised options to purchase 430,000 grants under the Plan, and (ii) one hundred five thousand (105,000) shares of Company Common Stock have been granted and are outstanding (each, a “Company Option”). Except issued as set forth on Schedule 3.4, all outstanding Company Options have been offered, issued and delivered by the Company in all material respects in compliance with all applicable Laws, including federal and state corporate and securities Laws, and in compliance with the terms and conditions of the Company Option date hereof, upon exercise of options granted under the Plan. Section 2.2 of the Disclosure Schedule 3.4(a)(i) sets forth for each outstanding Company Option----------- Options, the name of the holder of such option, the domicile address of such holder, an indication of whether such holder is an Employee of the Company, the date of grant or issuance of such option, the number of shares of Company Common Stock subject to issuable upon the exercise of such option, the exercise price of such option, the vesting schedule for such option, including the extent vested on the date of this Agreement and whether and to what extent the exercisability of such option will be accelerated and become exercisable as a result of the transactions contemplated by this Agreement, and whether such Company Option option is or is not intended to qualify as an incentive stock option as defined in Section 422 of the Code. (ii) The Company has outstanding warrants for . Section 2.2 of the purchase of shares of Company Common Stock (each, a “Company Warrant”). All Company Warrants have been offered, issued and delivered by the Company in all material respects in compliance with all applicable Laws, including federal and state corporate and securities Laws. Disclosure ----------- Schedule 3.4(a)(ii) sets forth for each the outstanding Company WarrantWarrants, the name of the holder of such Company Warrant, the domicile address of such holder, an indication of whether such holder is an Employee of the Company, the date of grant or issuance of such Company Warrant, Warrant and the number of shares of Company Common Stock subject to such Company Warrant, the issuable upon exercise price of such Company Warrant. As of the Closing Date in conjunction with the Closing, the vesting schedule for such all Company Warrant, including the extent vested to the date of this Agreement and whether and to what extent the exercisability of such Company Warrant Warrants will be accelerated and become exercisable as a result exercised by their terms for Company Common Stock. As of the transactions contemplated by this Agreement. Closing Date, an aggregate of one million five hundred thousand (iii1,500,000) and ninety-four thousand (94,000) shares of Company Common Stock are issuable upon the exercise of outstanding Company Options and Company Warrants, respectively. Except for the Company Options and Company Warrants, there are no Company Stock Rights other options, warrants, calls, rights, commitments or agreements of any character, written or oral, to which the Company is a party or by which it is bound obligating the Company to issue, deliver, sell, repurchase or redeem, or cause to be issued, delivered, sold, repurchased or redeemed, any Company Common Stock or any shares of the capital stock or equity or other ownership interest of the Company or obligating the Company to grant, extend, accelerate the vesting of, change the price of, otherwise amend or enter into any such Company Stock Rightoption, warrant, call, right, commitment or agreement. There are no outstanding or authorized stock appreciation, phantom stock, profit participation, or other similar rights with respect to the Company. (b) . Except for as contemplated hereby, by the agreements or understandings Voting Agreement of even date herewith and the Company's Shareholder Agreement, and as set forth on Schedule 3.4(b) (collectively, in Section 2.2 of the “Shareholder Voting Agreements”)Disclosure Schedule, there are no (i) voting trusts, proxies, ----------- or other agreements or understandings with respect to the voting stock of the Company. Assuming the Parent is the sole record and beneficial holder of all issued and outstanding equity securities of Sub, as result of the Merger, Parent will be the sole record and beneficial holder of all issued and outstanding Company Common Stock and all rights to which the Company is a party, by which the Company is bound, acquire or receive any shares of which the Company has knowledge, or (ii) agreements or understandings to which the Company is a party, by which the Company is bound, or of which the Company has knowledge relating to the registration, sale or transfer (including agreements relating to rights of first refusal, “co-sale” rights or “drag-along” rights) of any Company Common Stock. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby and thereby does , whether or not implicate any rights or obligations under the Shareholder Voting Agreements that have not been complied with or waived. The Shareholders such shares of Company Common Stock and Company Stock Rights have been or will be properly given, or shall have properly waived, any required notice prior to the transactions contemplated hereinare outstanding.

Company Capital Structure. (a) Immediately prior to the transactions contemplated hereunder, the authorized capital stock of the Company consists of (i1) 10,000,000 15,000,000 shares of Company Common Stockcommon stock, $0.00001 par value per share (the “Company Common Stock”) of which 8,000,000 5,758,942 are issued and outstanding (which such amounts include the shares issuable upon the exercise of the Company Options on the Closing Date)) and (2) 1,500,000 shares of Company founder FF preferred stock , $0.00001 par value per share (the “Founder Preferred Stock” and together with the Common Stock, the “Company Capital Stock”) 900,000 of which are issued and outstanding. The Company Common Stock, including all shares subject Capital Stock is held of record and to the Company’s right of repurchaseknowledge, is held of record beneficially by the Persons with the addresses and in the amounts and represented by the certificates set forth on Schedule 3.4(a2.4(a). All outstanding shares of Company Common Capital Stock (i) have been duly authorized and validly issued and are fully paid, non-assessable and not subject to preemptive rights or similar rights created by statute, the Company’s Articles certificate of Incorporationincorporation, the Byby-Laws of the Company laws or any agreement or document to which the Company is a party or by which it is bound, and (ii) have been offered, sold, issued and delivered by the Company in all material respects in compliance with all applicable Laws, including federal and state corporate and securities Laws. There are no declared or accrued but unpaid dividends with respect to any shares of Company Common Capital Stock. Since January 1, 2019, there have been no dividends or distributions with respect to any shares of Company Capital Stock or otherwise to any officer or director of the Company. Except as set forth in this Section 3.4above, as of the date of this Agreement no shares of Company Common Capital Stock, other equity securities, partnership interests or similar ownership interests or other voting securities of the Company or any securities exchangeable or convertible into or exercisable for such capital stockinto, other equity securities, partnership interests or similar ownership interests or other voting securities of the Company, were issued, reserved for issuance or outstanding. Except as set forth on Schedule 3.4(a2.4(a), there are no 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 Securityholders of the Company may vote. Except as set forth on Schedule 3.42.4(a), the Company has never repurchased, redeemed or otherwise acquired or caused the repurchase, redemption or acquisition of any shares of Company Common Capital Stock or other securities of the CompanyCompany (other than repurchases of stock from Employees and consultants at cost pursuant to the terms of the Company Option Plan, as defined below), and there are no amounts owed or which may be owed to any Person person by the Company as a result of any repurchase, redemption or acquisition of any shares of Company Common Capital Stock or other securities of the Company. There is no claim or basis for such a claim to any portion of the Merger Consideration Purchase Price except as set forth provided in Schedule 1.2 the Securityholder Allocation Spreadsheet by any current or former ShareholderSecurityholder, option holder or warrant holder of the Company, or any other Person. (i) Except for the Company’s 2006 2014 Stock Plan (the “Company Option Plan”), as amended, the Company has never adopted, sponsored or maintained any stock option plan or any other plan or agreement providing for equity compensation to any Person. The Company Option Plan has been duly authorized, approved and adopted by the Company’s Board board of Directors directors and the Shareholders Securityholders and is in full force and effect. The Company has reserved for issuance to Employees of and consultants to the Company 2,000,000 4,578,000 shares of Company Common Capital Stock under the Company Option Plan, of which options to purchase 430,000 971,750 shares of Company Common Capital Stock have been granted and are outstanding (each, a “Company Option”). Except as set forth on Schedule 3.4, all All outstanding Company Options have been offered, issued and delivered by the Company in all material respects in compliance with all applicable Laws, including federal and state corporate and securities Laws, and in compliance with the terms and conditions of the Company Option Plan. Schedule 3.4(a)(i2.4(a)(i) sets forth for each outstanding Company Option, the name of the holder of such option, the domicile address of such holder, an indication of whether such holder is an Employee of the Company, the date of grant or issuance of such option, the number of shares of Company Common Capital Stock subject to such option, the exercise price of such option, the vesting schedule for such option, including the extent vested on the date of this Agreement and whether and to what extent the exercisability of such option will be accelerated and become exercisable as a result of the transactions contemplated by this Agreement, and whether such Company Option is or is not intended to be an incentive stock option as defined in Section 422 of the Code. (ii) The Company has no outstanding warrants (“Company Warrant”) for the purchase of shares of Company Common Stock (each, a “Company Warrant”). All Company Warrants have been offered, issued and delivered by the Company in all material respects in compliance with all applicable Laws, including federal and state corporate and securities Laws. Schedule 3.4(a)(ii) sets forth for each outstanding Company Warrant, the name of the holder of such Company Warrant, the domicile address of such holder, an indication of whether such holder is an Employee any equity of the Company, the date of grant or issuance of such Company Warrant, the number of shares of Company Common Stock subject to such Company Warrant, the exercise price of such Company Warrant, the vesting schedule for such Company Warrant, including the extent vested to the date of this Agreement and whether and to what extent the exercisability of such Company Warrant will be accelerated and become exercisable as a result of the transactions contemplated by this Agreement. (iii) Except for Those securities of the Company Options which are convertible into Common Stock and are outstanding as of the Closing are listed on Schedule 2.4(a)(iii) (the “Company Warrants, Convertible Securities”). (iv) Other than the Company Convertible Securities there are no Company Stock Rights or agreements of any character, written or oral, obligating the Company to issue, deliver, sell, repurchase or redeem, or cause to be issued, delivered, sold, repurchased or redeemed, any Company Common Capital Stock or any capital stock or equity or other ownership interest of the Company or obligating the Company to grant, extend, accelerate the vesting of, change the price of, otherwise amend or enter into any such Company Stock Right. There are no outstanding or authorized stock equity appreciation, phantom stockequity, profit participation, or other similar rights with respect to the Company. (b) Except for (1) the voting, right of first refusal, registration rights, Securityholder or similar agreements or understandings set forth on in Schedule 3.4(b2.4(b) (collectively, the “Shareholder Voting Investor Agreements”), (2) the Company Convertible Securities, and (3) rights of first refusal over transfers of the Company Capital Stock in favor of the Company, there are no (i) voting trusts, proxies, or other agreements or understandings with respect to the voting stock of the Company to which the Company is a party, by which the Company is bound, or of which the Company has knowledge, or (ii) agreements or understandings to which the Company is a party, by which the Company is bound, or of which the Company has knowledge relating to the registration, sale or transfer (including agreements relating to rights of first refusal, “co-sale” rights or “drag-along” rights) of any Company Common Capital Stock. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby and thereby does not implicate any rights or obligations under the Shareholder Voting Investor Agreements that have not been complied with or waived. The Shareholders holders of shares of Company Common Capital Stock and Company Stock Rights have been or will be properly given, or shall have properly waived, any required notice prior to the transactions contemplated hereintherein.

Company Capital Structure. (a) Immediately prior to the transactions contemplated hereunder, the The authorized capital stock of the Company consists of (i) 10,000,000 7,000,000 shares of Company Common Stock, $0.00001 par value per share (“Common Stock”) of which 8,000,000 5,657,468 shares are issued and outstanding, and there is no other issued and outstanding (which such amounts include the shares issuable upon exercise capital stock of other securities of the Company Options on the Closing Date). The and no commitments or agreements to issue any Company Common Stock, including all shares subject to Stock or other securities of the Company’s right of repurchase, is . There are no shares held of record beneficially by the Persons with the addresses and in the amounts and represented by treasury of the certificates set forth on Schedule 3.4(a)Company. All of the issued and outstanding shares of Company Common Stock (i) have been are duly authorized authorized, validly issued, fully paid and validly issued and are fully paid, non-assessable and not subject to preemptive rights assessable. There are no warrants, calls, rights, convertible securities, commitments or similar rights created by statuteagreements of any character, the Company’s Articles of Incorporationwritten or oral, the By-Laws of the Company or any agreement or document to which the Company is a party or by which it is bound, and (ii) have been offered, sold, issued and delivered by the Company in all material respects in compliance with all applicable Laws, including federal and state corporate and securities Laws. There are no declared or accrued but unpaid dividends with respect to any shares of Company Common Stock. Except as set forth in this Section 3.4, as of the date of this Agreement no shares of Company Common Stock, other equity securities, partnership interests or similar ownership interests or other voting securities of the Company or any securities exchangeable or convertible into or exercisable for such capital stock, other equity securities, partnership interests or similar ownership interests or other voting securities of the Company, were issued, reserved for issuance or outstanding. Except as set forth on Schedule 3.4(a), there are no 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 on Schedule 3.4, the Company has never repurchased, redeemed or otherwise acquired or caused the repurchase, redemption or acquisition of any shares of Company Common Stock or other securities of the Company, and there are no amounts owed or which may be owed to any Person by the Company as a result of any repurchase, redemption or acquisition of any shares of Company Common Stock or other securities of the Company. There is no claim or basis for such a claim to any portion of the Merger Consideration except as set forth in Schedule 1.2 by any current or former Shareholder, option holder or warrant holder of the Company, or any other Person. (i) Except for the Company’s 2006 Stock Plan (the “Company Option Plan”), as amended, the Company has never adopted, sponsored or maintained any stock option plan or any other plan or agreement providing for equity compensation to any Person. The Company Option Plan has been duly authorized, approved and adopted by the Company’s Board of Directors and the Shareholders and is in full force and effect. The Company has reserved for issuance to Employees of and consultants to the Company 2,000,000 shares of Company Common Stock under the Company Option Plan, of which options to purchase 430,000 shares of Company Common Stock have been granted and are outstanding (each, a “Company Option”). Except as set forth on Schedule 3.4, all outstanding Company Options have been offered, issued and delivered by the Company in all material respects in compliance with all applicable Laws, including federal and state corporate and securities Laws, and in compliance with the terms and conditions of the Company Option Plan. Schedule 3.4(a)(i) sets forth for each outstanding Company Option, the name of the holder of such option, the domicile address of such holder, an indication of whether such holder is an Employee of the Company, the date of grant or issuance of such option, the number of shares of Company Common Stock subject to such option, the exercise price of such option, the vesting schedule for such option, including the extent vested on the date of this Agreement and whether and to what extent the exercisability of such option will be accelerated and become exercisable as a result of the transactions contemplated by this Agreement, and whether such Company Option is or is not an incentive stock option as defined in Section 422 of the Code. (ii) The Company has outstanding warrants for the purchase of shares of Company Common Stock (each, a “Company Warrant”). All Company Warrants have been offered, issued and delivered by the Company in all material respects in compliance with all applicable Laws, including federal and state corporate and securities Laws. Schedule 3.4(a)(ii) sets forth for each outstanding Company Warrant, the name of the holder of such Company Warrant, the domicile address of such holder, an indication of whether such holder is an Employee of the Company, the date of grant or issuance of such Company Warrant, the number of shares of Company Common Stock subject to such Company Warrant, the exercise price of such Company Warrant, the vesting schedule for such Company Warrant, including the extent vested to the date of this Agreement and whether and to what extent the exercisability of such Company Warrant will be accelerated and become exercisable as a result of the transactions contemplated by this Agreement. (iii) Except for the Company Options and Company Warrants, there are no Company Stock Rights or agreements of any character, written or oral, bound obligating the Company to reduce its capital or issue, deliver, sell, repurchase repurchase, cancel or redeem, or cause to be issued, delivered, sold, repurchased or redeemed, any shares of Company Common Stock or any capital stock or equity or other ownership interest of the Company or obligating the Company to grant, extend, accelerate the vesting of, change the price of, grant or otherwise amend or enter into any such warrant, call, right, commitment or agreement. Except as set forth in Section 3.2(a)(ii) of the Disclosure Schedule, the Company has no outstanding options, restricted stock units, restricted shares, stock appreciation right, profit participation, “phantom equity” or any other type of equity instrument or any plan or similar arrangement pursuant to which it has reserved Company Stock Rightfor issuance; the Company has never promised (in writing or otherwise) any such equity instrument to any Person. There have been no (interim) dividends or other distributions with respect to any shares of Company Stock, and there are no declared or accrued but unpaid (interim) dividends or other distributions with respect to any shares of Company Stock. There are no outstanding or authorized stock appreciationbonds, phantom stockdebentures, profit participation, notes or other similar rights with respect obligations, granting its holder the right to vote on any matters on which stockholders of the CompanyCompany may vote (or which are convertible into or exercisable for securities having the right to vote). (b) Except for All outstanding shares of Company Stock have been issued in compliance with all applicable federal, state, local or foreign statutes, Laws, including federal securities Laws and any applicable state securities or “blue sky” Laws. (c) As a result of the agreements or understandings set forth on Schedule 3.4(b) (collectivelyShare Purchase, as of the Closing, the “Shareholder Voting Agreements”)Purchaser will be the sole record and beneficial holder of all issued and outstanding Company Stock and all rights to acquire or receive any shares of Company Stock, whether or not such shares of Company Stock are outstanding. Section 3.2(c) of the Disclosure Schedule sets forth the capitalization of the Company immediately prior to the Closing, including the number and respective owner of shares of the issued and outstanding Common Stock. (d) Except as contemplated hereby, there are no (i) voting trusts, proxies, or other agreements or understandings with respect to the voting stock of the Company Company, or (ii) agreements to which the Company is a party, by which the Company is bound, or of which the Company has knowledge, or (ii) agreements or understandings to which the Company is a party, by which the Company is bound, or of which the Company has knowledge party relating to the registration, sale or transfer (including agreements relating to rights of first refusal, “co-sale” co sale rights or “drag-drag along” rights) of any Company Common Stock. The execution and delivery . (e) Section 3.2(e) of this Agreement the Disclosure Schedule lists all of the former owners of any Company Stock or other equity of the Company, and the consummation of the transactions contemplated hereby and thereby does not implicate any rights or obligations under the Shareholder Voting Agreements that have not been complied with or waived. The Shareholders of Company Common Stock and date on which such Company Stock Rights have been or will be properly given, other equity was sold or shall have properly waived, any required notice prior to the transactions contemplated hereinotherwise disposed of by such owners.

Company Capital Structure. (a) Immediately prior to the transactions contemplated hereunder, the The authorized capital stock of the Company consists of (i) 10,000,000 15,000,000 shares of Company authorized Common Stock, $0.00001 par value per share of which 5,754,279 shares are issued and outstanding, and 5,000,000 shares of authorized Preferred Stock (the “Common Preferred Stock”) of which 8,000,000 875,000 shares have been designated as Series A Preferred Stock and 437,063 shares of Series A Preferred Stock are issued and outstanding (which such amounts include the outstanding. The Company has reserved 10,000 shares issuable of Company Preferred Stock for issuance upon exercise of the Preferred Warrant. Schedule 2.3(a) of the Company Options on Schedules sets forth the Closing Date)name of the holder of the Preferred Warrant and exercise price of such Warrant. The Company Common Capital Stock, including all shares subject to the Company’s right of repurchase, is held of record beneficially by the Persons persons, with the addresses of record and in the amounts and represented by the certificates set forth on Schedule 3.4(a)2.3(a) of the Company Schedules. Schedule 2.3(a) of the Company Schedules also indicates for each Company shareholder (i) the share certificate numbers held by such person and (ii) whether any shares of Company Capital Stock held by such shareholder are subject to a repurchase right in favor of the Company, the lapsing schedule for any such restricted shares, including the extent to which any such repurchase right has lapsed as of the date of this Agreement and whether (and to what extent) the lapsing will be accelerated by the transactions contemplated by this Agreement. All outstanding shares of Company Common Capital Stock (i) have been are duly authorized authorized, validly issued, fully paid and validly issued and are fully paid, non-assessable and not subject to preemptive rights or similar rights created by statute, the Company’s Articles of Incorporation, the By-Laws Incorporation or Bylaws of the Company or any agreement or document to which the Company is a party or by which it is bound, . All preferential rights of the Company Preferred Stock in connection with the sale of substantially all of the assets of the Company or a merger involving the Company are set forth in the Articles of Incorporation of the Company. All issued and (ii) outstanding shares of Company Capital Stock have been offered, sold, issued sold and delivered by the Company in all material respects in compliance with all applicable Laws, including federal and state corporate and securities Laws. There are no declared or accrued but unpaid dividends with respect to any shares of Company Common Stock. Except as set forth in this Section 3.4, as of the date of this Agreement no shares of Company Common Stock, other equity securities, partnership interests or similar ownership interests or other voting securities of the Company or any securities exchangeable or convertible into or exercisable for such capital stock, other equity securities, partnership interests or similar ownership interests or other voting securities of the Company, were issued, reserved for issuance or outstanding. Except as set forth on Schedule 3.4(a), there are no 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 on Schedule 3.4, the Company has never repurchased, redeemed or otherwise acquired or caused the repurchase, redemption or acquisition of any shares of Company Common Stock or other securities of the Company, and there are no amounts owed or which may be owed to any Person by the Company as a result of any repurchase, redemption or acquisition of any shares of Company Common Stock or other securities of the Company. There is no claim or basis for such a claim to any portion of the Merger Consideration except as set forth in Schedule 1.2 by any current or former Shareholder, option holder or warrant holder of the Company, or any other Person. (i) Except for the Company’s 2006 Stock Plan (the “Company Option Plan”), as amended, the Company has never adopted, sponsored or maintained any stock option plan or any other plan or agreement providing for equity compensation to any Person. The Company Option Plan has been duly authorized, approved and adopted by the Company’s Board of Directors laws and the Shareholders and is in full force and effect. The Company Preferred Warrant has reserved for issuance to Employees of and consultants to the Company 2,000,000 shares of Company Common Stock under the Company Option Plan, of which options to purchase 430,000 shares of Company Common Stock have been granted and are outstanding (each, a “Company Option”). Except as set forth on Schedule 3.4, all outstanding Company Options have been offered, issued and delivered by the Company in all material respects in compliance with all applicable Laws, including federal and state corporate securities laws and securities Lawsall requirements set forth in applicable contracts, agreements and instruments. The holder of the Preferred Warrant has been or will be given, or shall have properly waived, any required notice prior to the Merger. (b) The Company has reserved 3,930,871 shares of Common Stock for issuance to employees and consultants pursuant to the Option Plans, and in compliance with the terms and conditions 574,920 shares remain available for future grant. Schedule 2.3(b) of the Company Option Plan. Schedule 3.4(a)(i) Schedules sets forth for each outstanding Company Option, including the name of the holder of such option, the domicile address of such holder, an indication of whether such holder is an Employee employee of the Company, the status of the option as either an incentive stock option under Section 422 of the Code or a nonstatutory stock option, the date of grant or issuance of such option, the number of shares of Company Common Stock subject to such option, the exercise price of such option, option and the vesting schedule for such option, including the extent vested on to the date of this Agreement and whether and to what extent the exercisability of such option will be accelerated and become exercisable as a result of by the transactions contemplated by this Agreement, . Company has made available to Parent accurate and whether complete copies of all Option Plans pursuant to which the Company has granted such Company Option is or is not an incentive Options that are currently outstanding and all stock option agreements evidencing such Company Options. Except as defined set forth in Section 422 2.3(b) of the Code. (ii) The Company has outstanding warrants for Schedules, there are no commitments or agreements of any character to which the purchase Company is bound obligating the Company to accelerate the vesting of shares any Company Option as a result of Company Common Stock (each, a “Company Warrant”)the Merger. All issued and outstanding Company Warrants Options have been offered, issued and delivered by the Company in all material respects in compliance with all applicable Laws, including federal and state corporate securities laws and securities Lawsall requirements set forth in applicable contracts, agreements and instruments. Schedule 3.4(a)(ii) sets forth for each outstanding Company Warrant, the name of the holder of such Company Warrant, the domicile address of such holder, an indication of whether such holder is an Employee of the Company, the date of grant or issuance of such Company Warrant, the number of All shares of Company Common Stock subject to such Company Warrantthe issuance aforesaid, upon issuance in accordance with the exercise price of such Company Warrantterms and conditions specified in the instrument pursuant to which they are issuable, the vesting schedule for such Company Warrantwould be duly authorized, including the extent vested to the date of this Agreement validly issued, fully paid and whether and to what extent the exercisability of such Company Warrant will be accelerated and become exercisable as nonassessable. As a result of the transactions contemplated by this AgreementMerger, Parent will be the record and sole beneficial owner of all Company Capital Stock and rights to acquire or receive Company Capital Stock. (iiic) Except for the Company Options and Company Warrants, there There are no Company Stock Rights subscriptions, options, warrants, equity securities, partnership interests or similar ownership interests, calls, rights (including preemptive rights), commitments or agreements of any character, written character to which Company is a party or oral, by which it is bound obligating the Company to issue, deliver, deliver or sell, repurchase or redeem, or cause to be issued, delivered, delivered or sold, repurchased or redeemedrepurchase, redeem or otherwise acquire, or cause the repurchase, redemption or acquisition of, any Company Common Stock shares of capital stock, partnership interests or any capital stock or equity or other similar ownership interest interests of the Company or obligating the Company to grant, extend, accelerate the vesting of, change the price of, otherwise amend of or enter into any such Company Stock Right. There are no outstanding subscription, option, warrant, equity security, call, right, commitment or authorized stock appreciation, phantom stock, profit participation, or other similar rights with respect to the Companyagreement. (bd) Except for As of the agreements or understandings set forth on Schedule 3.4(b) (collectivelydate of this Agreement, the “Shareholder Voting Agreements”)except as contemplated by this Agreement, there are no (i) registration rights agreements, no voting truststrust, proxies, proxy or other agreements agreement or understandings with respect to the voting stock of the Company understanding to which the Company is a party, party or by which the Company it is bound, or of which the Company has knowledge, or (ii) agreements or understandings bound with respect to which the Company is a party, by which the Company is bound, or of which the Company has knowledge relating to the registration, sale or transfer (including agreements relating to rights of first refusal, “co-sale” rights or “drag-along” rights) any equity security of any Company Common Stock. The execution and delivery of this Agreement and the consummation class of the transactions contemplated hereby and thereby does not implicate any rights or obligations under the Shareholder Voting Agreements that have not been complied with or waived. The Shareholders of Company Common Stock and Company Stock Rights have been or will be properly given, or shall have properly waived, any required notice prior to the transactions contemplated hereinCompany.

Company Capital Structure. (a) Immediately prior to the transactions contemplated hereunder, the The authorized capital stock of the Company consists of (i) 10,000,000 9,000,000 shares of Company Voting Common Stock, $0.00001 par value per share Stock (“Voting Common Stock”) ), 9,000,000 shares of which 8,000,000 are issued and outstanding (which such amounts include the shares issuable upon exercise as of the Company Options on date hereof and (ii) 1,000,000 shares of Non-Voting Common Stock (“Non-Voting Common Stock”), 2,950 shares of which are issued and outstanding as of the Closing Date)date hereof. The Company Common Stock, including all shares subject to the Company’s right of repurchase, Capital Stock is held of record beneficially as of the date hereof by the Persons persons, with the addresses of record and in the amounts and represented by the certificates set forth on Schedule 3.4(a)in Section 2.2(a) of the Disclosure Schedule. All outstanding shares of Company Common Capital Stock (i) have been are duly authorized authorized, AGREEMENT AND PLAN OF MERGER validly issued, fully paid and validly issued and are fully paid, non-assessable and not have been issued in compliance with all applicable federal and state securities laws. There are no declared or accrued unpaid dividends with respect to any shares of Company Capital Stock. No Person or Entity is entitled to any preemptive or similar right with respect to the issuance of any Company Capital Stock. The Company has no other capital stock issued or outstanding. (b) The Company has reserved 1,000,000 shares of Common Stock for issuance to employees and consultants pursuant to the Plan, of which, as of the date hereof, 2,950 shares have been issued as a result of the exercise of options, 956,820 shares are subject to preemptive rights or similar rights created outstanding, unexercised options and 40,230 shares remain available for future grant. Such options to purchase Company Capital Stock are held by statute, the Company’s Articles of Incorporation, Persons and in the By-Laws amounts set forth in Section 2.2(b) of the Company Disclosure Schedule. Except for the Options described in Section 2.2(b) of the Disclosure Schedule, there are no options, warrants, calls, rights, commitments or agreements of any agreement character, written or document oral, to which the Company is a party or by which it is bound, and (ii) have been offered, sold, issued and delivered by the Company in all material respects in compliance with all applicable Laws, including federal and state corporate and securities Laws. There are no declared or accrued but unpaid dividends with respect to any shares of Company Common Stock. Except as set forth in this Section 3.4, as of the date of this Agreement no shares of Company Common Stock, other equity securities, partnership interests or similar ownership interests or other voting securities of the Company or any securities exchangeable or convertible into or exercisable for such capital stock, other equity securities, partnership interests or similar ownership interests or other voting securities of the Company, were issued, reserved for issuance or outstanding. Except as set forth on Schedule 3.4(a), there are no 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 on Schedule 3.4, the Company has never repurchased, redeemed or otherwise acquired or caused the repurchase, redemption or acquisition of any shares of Company Common Stock or other securities of the Company, and there are no amounts owed or which may be owed to any Person by the Company as a result of any repurchase, redemption or acquisition of any shares of Company Common Stock or other securities of the Company. There is no claim or basis for such a claim to any portion of the Merger Consideration except as set forth in Schedule 1.2 by any current or former Shareholder, option holder or warrant holder of the Company, or any other Person. (i) Except for the Company’s 2006 Stock Plan (the “Company Option Plan”), as amended, the Company has never adopted, sponsored or maintained any stock option plan or any other plan or agreement providing for equity compensation to any Person. The Company Option Plan has been duly authorized, approved and adopted by the Company’s Board of Directors and the Shareholders and is in full force and effect. The Company has reserved for issuance to Employees of and consultants to the Company 2,000,000 shares of Company Common Stock under the Company Option Plan, of which options to purchase 430,000 shares of Company Common Stock have been granted and are outstanding (each, a “Company Option”). Except as set forth on Schedule 3.4, all outstanding Company Options have been offered, issued and delivered by the Company in all material respects in compliance with all applicable Laws, including federal and state corporate and securities Laws, and in compliance with the terms and conditions of the Company Option Plan. Schedule 3.4(a)(i) sets forth for each outstanding Company Option, the name of the holder of such option, the domicile address of such holder, an indication of whether such holder is an Employee of the Company, the date of grant or issuance of such option, the number of shares of Company Common Stock subject to such option, the exercise price of such option, the vesting schedule for such option, including the extent vested on the date of this Agreement and whether and to what extent the exercisability of such option will be accelerated and become exercisable as a result of the transactions contemplated by this Agreement, and whether such Company Option is or is not an incentive stock option as defined in Section 422 of the Code. (ii) The Company has outstanding warrants for the purchase of shares of Company Common Stock (each, a “Company Warrant”). All Company Warrants have been offered, issued and delivered by the Company in all material respects in compliance with all applicable Laws, including federal and state corporate and securities Laws. Schedule 3.4(a)(ii) sets forth for each outstanding Company Warrant, the name of the holder of such Company Warrant, the domicile address of such holder, an indication of whether such holder is an Employee of the Company, the date of grant or issuance of such Company Warrant, the number of shares of Company Common Stock subject to such Company Warrant, the exercise price of such Company Warrant, the vesting schedule for such Company Warrant, including the extent vested to the date of this Agreement and whether and to what extent the exercisability of such Company Warrant will be accelerated and become exercisable as a result of the transactions contemplated by this Agreement. (iii) Except for the Company Options and Company Warrants, there are no Company Stock Rights or agreements of any character, written or oral, bound obligating the Company to issue, deliver, sell, repurchase or redeem, or cause to be issued, delivered, sold, repurchased or redeemed, any Company Common Stock or any shares of the capital stock or equity or other ownership interest of the Company or obligating the Company to grant, extend, accelerate the vesting of, change the price of, otherwise amend or enter into any such Company Stock Rightoption, warrant, call, right, commitment or agreement. There are no outstanding or authorized stock appreciation, phantom stock, profit participation, or other similar rights with respect to the Company. (b) Except for the agreements or understandings set forth on Schedule 3.4(b) (collectively, the “Shareholder Voting Agreements”), there . There are no (i) voting trusts, proxies, or other agreements or understandings with respect to the voting of capital stock of the Company to which the Company is a party, by which the Company is bound, or of which the Company has knowledge, or (ii) agreements or understandings to which the Company is a party, by which the Company is bound, or of which the Company has knowledge relating to the registration, sale or transfer (including agreements relating to rights of first refusal, “co-sale” rights or “drag-along” rights) of any Company Common Stock. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby and thereby does not implicate any rights or obligations under the Shareholder Voting Agreements that have not been complied with or waived. The Shareholders of Company Common Stock and Company Stock Rights have been or will be properly given, or shall have properly waived, any required notice prior to the transactions contemplated hereinCompany.

Company Capital Structure. (a) Immediately prior to the transactions contemplated hereunder, the The authorized capital stock of the Company consists of (i) 10,000,000 shares of Company Common Stock, $0.00001 par value per share (“Common Stock”) of which 8,000,000 3,018,630 shares are issued and outstanding (which such amounts include as of the shares issuable upon exercise date hereof. Schedule 2.2(a) of the Company Options Disclosure Schedule sets forth, as of the date hereof, the capitalization of the Company on the Closing Date). The Company Common Stock, including all shares subject to the Company’s right of repurchase, is held of record beneficially a stockholder by the Persons with the addresses and in the amounts and represented by the certificates set forth on Schedule 3.4(a)stockholder basis. All outstanding shares of Company Common Stock (i) have been are duly authorized authorized, validly issued, fully paid and validly issued and are fully paid, non-non assessable and not subject to preemptive rights or similar rights created by statute, the Company’s Articles articles of Incorporation, the By-Laws incorporation or bylaws of the Company Company, or any agreement or document to which the Company is a party or by which it is bound, and (ii) have been offered, sold, issued and delivered by the Company in all material respects in compliance with all applicable Lawsfederal, including federal state and state corporate foreign securities laws. Except as set forth on Section 2.2(a) of the Company Disclosure Schedule, no shares of Company Common Stock are subject to a right of repurchase or forfeiture or are otherwise subject to any vesting restrictions. The Company has not, and securities Lawswill not have, suffered or incurred any liability (contingent or otherwise) or claim, loss, damage, deficiency, cost or expense (other than administrative costs and expenses incurred in the ordinary course of issuing or repurchasing shares, which are not individually or in the aggregate material) relating to or arising out of the issuance or repurchase of any Company Common Stock or out of any agreements or arrangements relating thereto. There are no declared or accrued but unpaid dividends with respect to any shares of Company Common Stock. The Company has no other capital stock authorized, issued or outstanding, nor have any other shares of capital stock been previously issued or outstanding, other than as set forth in Schedule 2.2(a) to the Company Disclosure Schedule. There are no voting trusts, proxies, or other agreements or understandings with respect to the voting stock of the Company. (b) Except as set forth in this Section 3.4, as of the date of this Agreement no shares of Company Common Stock, other equity securities, partnership interests or similar ownership interests or other voting securities of Schedule 2.2(b) to the Company or any securities exchangeable or convertible into or exercisable for such capital stock, other equity securities, partnership interests or similar ownership interests or other voting securities of the Company, were issued, reserved for issuance or outstanding. Except as set forth on Schedule 3.4(a)Disclosure Schedule, there are no bondsoptions, debentureswarrants, notes or other indebtedness of the Company having the right to vote (or convertible intosecurities, or exchangeable forcalls, securities having the right to vote) on any matters on which Shareholders of the Company may vote. Except as set forth on Schedule 3.4rights, the Company has never repurchased, redeemed or otherwise acquired or caused the repurchase, redemption or acquisition of any shares of Company Common Stock or other securities of the Company, and there are no amounts owed or which may be owed to any Person by the Company as a result of any repurchase, redemption or acquisition of any shares of Company Common Stock or other securities of the Company. There is no claim or basis for such a claim to any portion of the Merger Consideration except as set forth in Schedule 1.2 by any current or former Shareholder, option holder or warrant holder of the Company, or any other Person. (i) Except for the Company’s 2006 Stock Plan (the “Company Option Plan”), as amended, the Company has never adopted, sponsored or maintained any stock option plan or any other plan or agreement providing for equity compensation to any Person. The Company Option Plan has been duly authorized, approved and adopted by the Company’s Board of Directors and the Shareholders and is in full force and effect. The Company has reserved for issuance to Employees of and consultants to the Company 2,000,000 shares of Company Common Stock under the Company Option Plan, of which options to purchase 430,000 shares of Company Common Stock have been granted and are outstanding (each, a “Company Option”). Except as set forth on Schedule 3.4, all outstanding Company Options have been offered, issued and delivered by the Company in all material respects in compliance with all applicable Laws, including federal and state corporate and securities Laws, and in compliance with the terms and conditions of the Company Option Plan. Schedule 3.4(a)(i) sets forth for each outstanding Company Option, the name of the holder of such option, the domicile address of such holder, an indication of whether such holder is an Employee of the Company, the date of grant or issuance of such option, the number of shares of Company Common Stock subject to such option, the exercise price of such option, the vesting schedule for such option, including the extent vested on the date of this Agreement and whether and to what extent the exercisability of such option will be accelerated and become exercisable as a result of the transactions contemplated by this Agreement, and whether such Company Option is or is not an incentive stock option as defined in Section 422 of the Code. (ii) The Company has outstanding warrants for the purchase of shares of Company Common Stock (each, a “Company Warrant”). All Company Warrants have been offered, issued and delivered by the Company in all material respects in compliance with all applicable Laws, including federal and state corporate and securities Laws. Schedule 3.4(a)(ii) sets forth for each outstanding Company Warrant, the name of the holder of such Company Warrant, the domicile address of such holder, an indication of whether such holder is an Employee of the Company, the date of grant or issuance of such Company Warrant, the number of shares of Company Common Stock subject to such Company Warrant, the exercise price of such Company Warrant, the vesting schedule for such Company Warrant, including the extent vested to the date of this Agreement and whether and to what extent the exercisability of such Company Warrant will be accelerated and become exercisable as a result of the transactions contemplated by this Agreement. (iii) Except for the Company Options and Company Warrants, there are no Company Stock Rights commitments or agreements of any character, written or oral, to which the Company is a party or by which it is bound obligating the Company to issue, deliver, sell, repurchase or redeem, or cause to be issued, delivered, sold, repurchased or redeemed, any Company Common Stock or any shares of the capital stock or equity or other ownership interest of the Company or obligating the Company to grant, extend, accelerate the vesting of, change the price of, otherwise amend or enter into any such option, warrant, convertible security, call, right, commitment or agreement. All shares of Company Common Stock Rightissuable upon exercise of such options, warrants, convertible securities, calls, rights, commitments or agreements, as set forth in Schedule 2.2(b) to the Company Disclosure Schedule, have been offered in compliance with applicable securities and corporate laws, contracts applicable to the Company and the Company’s organizational documents, and, upon issuance in accordance with their terms, will be duly authorized, validly issued, fully paid and nonassessable. There are no outstanding or authorized stock appreciation, phantom stock, profit participation, participation or other similar rights with respect to the Company. (b) . Except for the agreements or understandings set forth on Schedule 3.4(b) (collectively, the “Shareholder Voting Agreements”)as contemplated by this Agreement, there are no (i) registration rights agreements, no voting truststrust, proxies, proxy or other agreements or understandings contract and no restrictions on transfer with respect to the voting any capital stock of the Company to which the Company is a party, by which the Company is bound, or of which the Company has knowledge, or (ii) agreements or understandings to which the Company is a party, by which the Company is bound, or of which the Company has knowledge relating to the registration, sale or transfer (including agreements relating to rights of first refusal, “co-sale” rights or “drag-along” rights) of any Company Common Stock. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby and thereby does not implicate any rights or obligations under the Shareholder Voting Agreements that have not been complied with or waived. The Shareholders of Company Common Stock and Company Stock Rights have been or will be properly given, or shall have properly waived, any required notice prior to the transactions contemplated hereinCompany.

Company Capital Structure. (a) Immediately prior to the transactions contemplated hereunder, the The authorized capital stock of the Company Capital Stock consists of (i) 10,000,000 7,000,000 shares of authorized Company Common Stock, $0.00001 0.01 par value per share (“Common Stock”) value, of which 8,000,000 2,743,900 shares are issued and outstanding (which such amounts include the shares issuable upon exercise as of the Company Options on date hereof, and 1,500,000 shares of Preferred Stock, $1.00 par value, all of which are designated Series A Preferred Stock, of which 1,488,229 shares are issued and outstanding as of the Closing Date)date hereof. The Company Common Stock, including all shares subject to the Company’s right of repurchase, Capital Stock is held of record beneficially by the Persons persons, with the record addresses and in the amounts and represented by the certificates set forth on Schedule 3.4(a)in Section 2.3(a) of the Disclosure Schedule. All outstanding shares of Company Common Capital Stock (i) have been are duly authorized authorized, validly issued, fully paid and validly issued and are fully paid, non-assessable and and, except as set forth in Section 2.3(a) of the Disclosure Schedule, not subject to preemptive rights or similar rights created by statute, the Company’s Articles of Incorporation, the By-Laws Incorporation or Bylaws of the Company or any agreement or document to which the Company is a party or by which it is bound, bound and (ii) have been offered, sold, issued and delivered by the Company in all material respects in compliance with all applicable Laws, including federal and state corporate and securities Lawslaws. There are no declared or accrued but unpaid dividends with respect to any shares of Company Common the Company's Capital Stock. Except for the Company Capital Stock, the Company has no other capital stock authorized, issued or outstanding. (b) Except for the Stock Option Plans or as set forth in this Section 3.4, as 2.3(b) of the date of this Agreement no shares of Company Common Stock, other equity securities, partnership interests or similar ownership interests or other voting securities of the Company or any securities exchangeable or convertible into or exercisable for such capital stock, other equity securities, partnership interests or similar ownership interests or other voting securities of the Company, were issued, reserved for issuance or outstanding. Except as set forth on Schedule 3.4(a), there are no 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 on Schedule 3.4Disclosure Schedule, the Company has never repurchased, redeemed or otherwise acquired or caused the repurchase, redemption or acquisition of any shares of Company Common Stock or other securities of the Company, and there are no amounts owed or which may be owed to any Person by the Company as a result of any repurchase, redemption or acquisition of any shares of Company Common Stock or other securities of the Company. There is no claim or basis for such a claim to any portion of the Merger Consideration except as set forth in Schedule 1.2 by any current or former Shareholder, option holder or warrant holder of the Company, or any other Person. (i) Except for the Company’s 2006 Stock Plan (the “Company Option Plan”), as amended, the Company has never adopted, sponsored adopted or maintained any stock option plan or any other plan or agreement providing for equity compensation to of any Person. The Company Option Plan has been duly authorized, approved and adopted by the Company’s Board person or granted any options or warrants outside of Directors and the Shareholders and is in full force and effectsuch plans. The Company has reserved for issuance to Employees of and consultants to the Company 2,000,000 1,000,000 shares of Company Common Stock under for issuance to employees and consultants pursuant to the Company Janus Technologies, Inc. 1997 Stock Option Plan, of which options to purchase 430,000 shares of Company Common Stock have been granted and . Options outstanding under such plan are outstanding (each, a “Company Option”set forth on Schedule 2.3(b). Except as set forth on Schedule 3.4Section 2.3(b) of the Disclosure Schedule, all there is no outstanding Company Options have been offered, issued and delivered by the Company in all material respects in compliance with all applicable Laws, including federal and state corporate and securities Laws, and in compliance with the terms and conditions Capital Stock which is subject to vesting. Section 2.3(b) of the Company Option Plan. Disclosure Schedule 3.4(a)(i) sets forth for each outstanding Company Option, the name of the holder of such option, and the domicile address of such the holder, an indication of whether such holder is an Employee of the Company, the date of grant or issuance of such option, the number of shares of Company Common Stock subject to such optionCompany Option, the exercise price of such optionCompany Option, the vesting schedule for of such option, Company Option including the extent to which such Company Option has vested on to the date of this Agreement hereof and whether and to what extent the exercisability vesting of such option Company Option will be accelerated and become exercisable as a result by reason of the transactions contemplated by this Agreement, and whether such Company Option is or is not intended to qualify as an incentive stock option as defined in within the meaning of Section 422 of the Code. (ii. Section 2.3(b) The Company has outstanding warrants for of the purchase of shares of Company Common Stock (each, a “Company Warrant”). All Company Warrants have been offered, issued and delivered by the Company in all material respects in compliance with all applicable Laws, including federal and state corporate and securities Laws. Disclosure Schedule 3.4(a)(ii) also sets forth for each outstanding Company Warrant, the name of the holder of such any Company Warrant, the domicile address of such holder, an indication of whether such holder is an Employee of the Company, the date of grant or issuance of such Company WarrantCapital Stock subject to vesting, the number of shares of Company Common Capital Stock subject to such Company Warrant, the exercise price of such Company Warrant, vesting and the vesting schedule for such Company WarrantCapital Stock, including the extent vested to the date of this Agreement and whether and to what extent the exercisability of such Company Warrant will be accelerated and become exercisable date. Except as a result set forth on Section 2.3(b) of the transactions contemplated by this Agreement. (iii) Except for the Company Options and Company WarrantsDisclosure Schedule, there are no Company Stock Rights options, warrants, calls, rights, commitments or agreements of any character, written or oral, to which the Company is a party or by which it is bound obligating the Company to issue, deliver, sell, repurchase or redeem, or cause to be issued, delivered, sold, repurchased or redeemed, any Company Common Stock or any shares of the capital stock or equity or other ownership interest of the Company or obligating the Company to grant, extend, accelerate the vesting of, change the price of, otherwise amend or enter into any such Company Stock Rightoption, warrant, call, right, commitment or agreement. There are no outstanding or authorized stock appreciation, phantom stock, profit participation, or other similar rights with respect to the Company. (b) Except for the agreements or understandings set forth on Schedule 3.4(b) (collectively, the “Shareholder Voting Agreements”), there . There are no (i) voting trusts, proxies, or other agreements or understandings with respect to the voting stock of the Company to which the Company is a party, by which the Company is bound, or of which the Company has knowledge, or (ii) agreements or understandings to which the Company is a party, by which the Company is bound, or of which the Company has knowledge relating to the registration, sale or transfer (including agreements relating to rights of first refusal, “co-sale” rights or “drag-along” rights) of any Company Common Stock. The execution and delivery of this Agreement and the consummation in effect as of the transactions contemplated hereby and thereby does not implicate any rights or obligations under the Shareholder Voting Agreements that have not been complied with or waived. The Shareholders of Company Common Stock and Company Stock Rights have been or will be properly given, or shall have properly waived, any required notice prior to the transactions contemplated hereinEffective Date.

Company Capital Structure. (a) Immediately prior to the transactions contemplated hereunder, the The authorized capital stock of the Company consists of (i) 10,000,000 11,790,000 shares of Company Common Stock, $0.00001 par value per share (“of which 4,812,100 shares have been designated Class A Common Stock”) , of which 8,000,000 3,746,210 shares are issued and outstanding (as of the date hereof, and 6,977,900 shares have been designated Class B Non-Voting Common Stock, of which such amounts include 1,011,568 shares are issued and outstanding as of the shares issuable upon exercise date hereof. As of the date hereof, the capitalization of the Company Options on is as set forth in Section 2.2(a)(i) of the Closing Date)Disclosure Schedule. The Company Common Stock, including all shares subject to the Company’s right of repurchase, Stock is held of record beneficially by the Persons persons with the addresses on record with the Company and in the amounts and represented by the certificates numbers of shares set forth on Schedule 3.4(a)in Section 2.2(a)(i) of the Disclosure Schedule. All outstanding shares of Company Common Stock (i) have been are duly authorized authorized, validly issued, fully paid and validly issued and are fully paid, non-assessable and are not subject to preemptive rights or similar rights created by statute, the Company’s Articles of Incorporation, the By-Laws Charter Documents of the Company Company, or any agreement or document to which the Company is a party or by which it is bound, and (ii) together with all Company Options, have been offered, sold, issued and delivered by the Company in compliance in all material respects in compliance with all applicable Laws, including federal and state corporate and securities Laws. There Except as set forth in Section 2.2(a)(ii) of the Disclosure Schedule, the Company has not suffered or incurred any material liability (contingent or otherwise) or claim relating to or arising out of the issuance or repurchase of any Company Common Stock or options or warrants to purchase Company Common Stock, or out of any agreements or arrangements relating thereto (including any amendment of the terms of any such agreement or arrangement). As of the date hereof, there are no declared or accrued but and unpaid dividends with respect to any shares of Company Common Stock. Except as set forth in this Section 3.4, as of The Company has no capital stock other than the date of this Agreement no shares of Company Common StockStock authorized, other equity securities, partnership interests or similar ownership interests or other voting securities of the Company or any securities exchangeable or convertible into or exercisable for such capital stock, other equity securities, partnership interests or similar ownership interests or other voting securities of the Company, were issued, reserved for issuance issued or outstanding. Except as set forth on Schedule 3.4(a), there are no bonds, debentures, notes or other indebtedness in Section 2.2(a)(iii) 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 on Schedule 3.4Disclosure Schedule, the Company has never repurchased, redeemed or otherwise acquired or caused the repurchase, redemption or acquisition of any shares of no Company Common Stock that is unvested. (b) Except for the Plans or other securities of the Company, and there are no amounts owed or which may be owed to any Person by the Company as a result of any repurchase, redemption or acquisition of any shares of Company Common Stock or other securities of the Company. There is no claim or basis for such a claim to any portion of the Merger Consideration except as set forth in Schedule 1.2 by any current or former Shareholder, option holder or warrant holder Section 2.2(b)(i) of the Company, or any other Person. (i) Except for the Company’s 2006 Stock Plan (the “Company Option Plan”), as amendedDisclosure Schedule, the Company has never adopted, sponsored or maintained any stock option plan or any other plan or agreement agreement, other than restricted stock and option agreements thereunder, providing for equity compensation to any Person. The Company Option Plan has been duly authorized, approved and adopted by the Company’s Board of Directors and the Shareholders and is in full force and effectperson. The Company has reserved for issuance to Employees of and consultants to the Company 2,000,000 3,500,000 shares of Company Common Stock under the 2000 Plan and 146,750 shares under the 1996 Plan for issuance to employees and directors of, and consultants to, the Company Option Planupon the exercise of options granted under the Plans or any other plan, agreement or arrangement (whether written or oral, formal or informal), of which options 2,539,000 shares are issuable, as of the date hereof, upon the exercise of outstanding, unexercised options. Except for the Company Options set forth in Section 2.2(b)(ii) of the Disclosure Schedule (such schedule to purchase 430,000 shares contain, for each holder of Company Common Stock have been granted and are outstanding (each, a “Company Option”). Except as set forth on Schedule 3.4, all outstanding Company Options have been offered, issued and delivered by the Company in all material respects in compliance with all applicable Laws, including federal and state corporate and securities Laws, and in compliance with the terms and conditions of the Company Option Plan. Schedule 3.4(a)(i) sets forth for each outstanding Company OptionOptions, the name of and address on record with the holder of such option, the domicile address Company of such holder, an indication of whether such holder is an Employee of the Company, the date of grant or issuance of such option, the number of shares of Company Common Stock subject to such option, the issuable upon exercise price of such optionCompany Options held by such holder, the vesting schedule for such option, including the extent vested on the date of this Agreement and whether and to what extent the exercisability of such option will be accelerated and become exercisable as a result of the transactions contemplated by this Agreement, and whether such Company Option is or is not an incentive stock option as defined in Section 422 of the Code. (ii) The Company has outstanding warrants for the purchase of shares of Company Common Stock (each, a “Company Warrant”). All Company Warrants have been offered, issued and delivered by the Company in all material respects in compliance with all applicable Laws, including federal and state corporate and securities Laws. Schedule 3.4(a)(ii) sets forth for each outstanding Company Warrant, the name of the holder of such Company Warrant, the domicile address of such holder, an indication of whether such holder is an Employee of the Company, the date of grant or issuance of such Company Warrant, the number of shares of Company Common Stock subject to such Company Warrant, the exercise price of such Company WarrantOptions, the vesting schedule for dates on which such Company WarrantOptions were granted and will expire, including the extent vested to the date of this Agreement and whether and any Company Options are intended to what extent be incentive stock options under the exercisability of such Company Warrant will be accelerated and become exercisable as a result Code) or otherwise set forth in said Section 2.2(b)(ii) of the transactions contemplated by this Agreement. (iii) Except for the Company Options and Company WarrantsDisclosure Schedule, there are no Company Stock Rights options, warrants, calls, rights, convertible securities, commitments or agreements of any character, written or oral, to which the Company is a party or by which the Company is bound obligating the Company to issue, deliver, sell, repurchase or redeem, or cause to be issued, delivered, sold, repurchased or redeemed, any shares of the Company Common Stock or any capital stock or equity or other ownership interest of the Company or obligating the Company to grant, extend, accelerate the vesting of, change the price of, otherwise amend or enter into any such Company Stock Rightoption, warrant, call, right, commitment or agreement. There are no outstanding or authorized stock appreciation, phantom stock, profit participation, or other similar rights with respect to the Company. (b) . Except for the agreements or understandings as set forth on Schedule 3.4(bin Section 2.2(b)(iii) (collectively, of the “Shareholder Voting Agreements”)Disclosure Schedule, there are no (i) voting trusts, proxies, or other agreements or understandings with respect to the voting stock securities of the Company Company. Except as set forth in Section 2.2(b)(iv) of the Disclosure Schedule, there are no agreements to which the Company is a party, by which the Company is bound, or of which the Company has knowledge, or (ii) agreements or understandings to which the Company is a party, by which the Company is bound, or of which the Company has knowledge party relating to the registration, sale or transfer (including agreements relating to rights of first refusal, “co-sale” sale rights or “drag-along” rights) of any Company Common Stock. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby and thereby does not implicate any rights or obligations under the Shareholder Voting Agreements that have not been complied with or waived. The Shareholders of Company Common Stock and Company Stock Rights have been or will be properly given, or shall have properly waived, any required notice prior to the transactions contemplated herein.

Company Capital Structure. (a) Immediately prior to the transactions contemplated hereunder, the The authorized capital stock of the Company consists of five million (i5,000,000) 10,000,000 shares of Company Common Stock, $0.00001 par value per share (“Common Stock”) of which 8,000,000 three million, six thousand, three hundred (3,006,300) shares are issued and outstanding outstanding. (which such amounts include the shares issuable upon exercise b) As of the date hereof, the Company Options on the Closing Date). The Company Common Stock, including all shares subject to the Company’s right of repurchase, Capital Stock is held of record beneficially by the Persons with the domicile addresses and in the amounts and represented by the certificates set forth on Section2.2(b) of the Disclosure Schedule 3.4(a)which further sets forth for each such Person the number of shares held by such Person, the applicable stock certificate number(s) representing such shares, the number of shares subject to repurchase, whether any such repurchase rights will lapse, in whole or in part, as a result of this Agreement and the transactions contemplated hereby, and, to the extent such shares are not fully vested, the vesting schedule for such shares and whether any of such shares were eligible for an election under Section 83(b) of the Code, including the date of issuance of such shares, and whether such election under Section 83(b) of the Code was timely made. All outstanding shares of Company Common Capital Stock (i) have been are duly authorized authorized, validly issued, fully paid and validly issued and are fully paid, non-assessable and have been issued in accordance with the Charter Documents. Except as set forth in Section 2.2(b) of the Disclosure Schedule, the outstanding shares of Company Capital Stock are not subject to preemptive rights or similar rights created by statute, the Company’s Articles of IncorporationCharter Documents, the By-Laws of the Company or any agreement or document to which the Company is a party or by which it is bound. Except as set forth in Section 2.2(b) of the Disclosure Schedule, and (ii) have been offered, sold, issued and delivered by the there are no outstanding shares of Company in all material respects in compliance with all applicable Laws, including federal and state corporate and securities LawsCapital Stock that constitute unvested restricted stock or that are otherwise subject to a repurchase or redemption right. There are no declared or accrued but unpaid dividends with respect to any shares of Company Common Capital Stock. Except as set forth in this Section 3.4, as 2.2(b) of the date of this Agreement no shares of Company Common Stock, other equity securities, partnership interests or similar ownership interests or other voting securities of the Company or any securities exchangeable or convertible into or exercisable for such capital stock, other equity securities, partnership interests or similar ownership interests or other voting securities of the Company, were issued, reserved for issuance or outstanding. Except as set forth on Schedule 3.4(a), there are no 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 on Schedule 3.4Disclosure Schedule, the Company has never repurchasedno other capital stock authorized, redeemed issued or otherwise acquired outstanding. (c) Except for the Plan or caused the repurchase, redemption or acquisition of any shares of Company Common Stock or other securities of the Company, and there are no amounts owed or which may be owed to any Person by the Company as a result of any repurchase, redemption or acquisition of any shares of Company Common Stock or other securities of the Company. There is no claim or basis for such a claim to any portion of the Merger Consideration except as set forth in Schedule 1.2 by any current or former Shareholder, option holder or warrant holder Section 2.2(c) of the Company, or any other Person. (i) Except for the Company’s 2006 Stock Plan (the “Company Option Plan”), as amendedDisclosure Schedule, the Company has never adopted, sponsored or maintained any stock option plan or any other plan or agreement providing for equity compensation to any Person. The Company Option Plan has been duly authorized, approved and adopted by the Company’s Board of Directors and the Shareholders and is in full force and effect. The Company has reserved for issuance to Employees of and consultants to the Company 2,000,000 700,000 shares of Company Common Stock for issuance to employees and directors of, and consultants to, the Company upon the issuance of stock or the exercise of options granted under the Company Option Plan, of which (i) 372,000 shares are issuable upon the exercise of outstanding, unexercised options to purchase 430,000 granted under the Plan, (ii) no shares of Company Common Stock have been issued in the form of restricted stock granted under the Plan and are remain outstanding (each, a “Company Option”). Except as set forth on Schedule 3.4, all outstanding Company Options have been offered, issued and delivered by of the Company in all material respects in compliance with all applicable Laws, including federal and state corporate and securities Lawsdate hereof, and in compliance with the terms and conditions (iii) no shares remain available for future grant. Section 2.2(c) of the Company Option Plan. Disclosure Schedule 3.4(a)(i) sets forth forth, as of the date hereof, for each outstanding Company Option, the name of the holder of such optionoption or warrant, the domicile address of such holder, an indication of whether holder (to the extent such holder address is an Employee contained in the stock records of the Company), the date of grant or issuance of such option, the type and number of shares of Company Common Capital Stock subject to issuable upon the exercise of such option, the exercise price of such optionoption or warrant, the vesting schedule for such option, including the extent vested on the date of this Agreement and whether and to what extent the exercisability grant of such option will be accelerated and become exercisable as a result of the transactions contemplated by this Agreement, or warrant and whether such Company Option option is a nonstatutory option or is not intended to qualify as an incentive stock option as defined in Section 422 of the Code. True and complete copies of all agreements and instruments relating to or issued under the Plan have been provided or made available to Parent, and such agreements and instruments have not been amended, modified or supplemented other than as provided in this Agreement, and there are no agreements to amend, modify or supplement such agreements or instruments from the forms thereof provided to Parent. (iid) The Company has outstanding warrants for the purchase of shares of Company Common Stock (each, a “Company Warrant”). All Company Warrants have been offered, issued and delivered by the Company Except as set forth in all material respects in compliance with all applicable Laws, including federal and state corporate and securities Laws. Schedule 3.4(a)(iiSection 2.2(d) sets forth for each outstanding Company Warrant, the name of the holder of such Company Warrant, the domicile address of such holder, an indication of whether such holder is an Employee of the Company, the date of grant or issuance of such Company Warrant, the number of shares of Company Common Stock subject to such Company Warrant, the exercise price of such Company Warrant, the vesting schedule for such Company Warrant, including the extent vested to the date of this Agreement and whether and to what extent the exercisability of such Company Warrant will be accelerated and become exercisable as a result of the transactions contemplated by this Agreement. (iii) Except for the Company Options and Company WarrantsDisclosure Schedule, there are no Company Stock Rights options, warrants, calls, rights, convertible securities, commitments or agreements of any character, written or oral, to which the Company is a party or by which the Company is bound obligating the Company to issue, deliver, sell, repurchase or redeem, or cause to be issued, delivered, sold, repurchased or redeemed, any Company Common Stock or any shares of the capital stock or equity or other ownership interest of the Company or obligating the Company to grant, extend, accelerate the vesting of, change the price of, otherwise amend or enter into any such Company Stock Rightoption, warrant, call, right, commitment or agreement. There are no outstanding or authorized stock appreciation, phantom stock, profit participation, or other similar rights with respect to the Company. As a result of the Merger, upon the Effective Time, Parent will be the sole record and beneficial holder of all issued and outstanding Company Capital Stock and all rights to acquire or receive any shares of Company Capital Stock, whether or not such shares of Company Capital Stock are outstanding. (be) Except for the agreements or understandings as set forth on in Section 2.2(e) of the Disclosure Schedule 3.4(b) (collectively, the “Shareholder Voting Agreements”)and except as contemplated hereby, there are no (i) voting trusts, proxies, or other agreements or understandings with respect to the voting stock of the Company to which the Company is a party, by which the Company is bound, party or of which the Company has knowledge, or Knowledge and (ii) agreements or understandings to which the Company is a party, by which the Company is bound, or of which the Company has knowledge party relating to the registration, sale or transfer (including agreements relating to rights of first refusal, “co-sale” co sale rights or “drag-drag along” rights) of any Company Common Capital Stock. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby and thereby does not implicate any rights or obligations under the Shareholder Voting Agreements that have not been complied with or waived. The Shareholders of Company Common Stock and Company Stock Rights have been or will be properly given, or shall have properly waived, any required notice prior to the transactions contemplated herein.

Company Capital Structure. (a) Immediately prior to the transactions contemplated hereunder, the The authorized capital stock of the Company consists of (i) 10,000,000 1,500 shares of Company authorized Common Stock, $0.00001 par value per share (“Common Stock”) of which 8,000,000 825 shares are issued and outstanding (outstanding, and 200 shares of authorized Series A Preferred Stock, of which such amounts include the 200 shares issuable upon exercise of the Company Options on the Closing Date)are issued and outstanding. The Company Common Stock, including all shares subject to the Company’s right of repurchase, Capital Stock is held of record beneficially by the Persons persons, with the addresses of record and in the amounts and represented by the certificates set forth on Schedule 3.4(a2.2(a). All outstanding shares of Company Common Capital Stock (i) have been are duly authorized authorized, validly issued, fully paid and validly issued and are fully paid, non-assessable and not subject to preemptive rights or similar rights created by statute, the Company’s Articles Certificate of Incorporation, the By-Laws Incorporation or Bylaws of the Company or any agreement or document to which the Company is a party or by which it is bound, and (ii) have been offered, sold, issued and delivered by the Company in all material respects in compliance with all applicable Laws, including federal and state corporate and securities Laws. There are no declared or accrued but unpaid dividends with respect to any shares of Company Common Stock. Except as set forth in this Section 3.4, as of the date of this Agreement no shares of Company Common Stock, other equity securities, partnership interests or similar ownership interests or other voting securities of the Company or any securities exchangeable or convertible into or exercisable for such capital stock, other equity securities, partnership interests or similar ownership interests or other voting securities of the Company, were issued, reserved for issuance or outstanding. Except as set forth on Schedule 3.4(a), there are no 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 on Schedule 3.4, the Company has never repurchased, redeemed or otherwise acquired or caused the repurchase, redemption or acquisition of any shares of Company Common Stock or other securities of the Company, and there are no amounts owed or which may be owed to any Person by the Company as a result of any repurchase, redemption or acquisition of any shares of Company Common Stock or other securities of the Company. There is no claim or basis for such a claim to any portion of the Merger Consideration except as set forth in Schedule 1.2 by any current or former Shareholder, option holder or warrant holder of the Company, or any other Person. (ib) Except for the Company’s 2006 Stock Plan (the “Company Option Plan”), as amended, the Company has never adopted, sponsored or maintained any stock option plan or any other plan or agreement providing for equity compensation to any Person. The Company Option Plan has been duly authorized, approved and adopted by the Company’s Board of Directors and the Shareholders and is in full force and effect. The Company has reserved 250 shares of Common Stock for issuance to Employees of and consultants to the Company 2,000,000 shares of Company Common Stock under the Company Option Plan, of which options to purchase 430,000 shares of Company Common Stock have been granted and are outstanding (each, a “Company Option”). Except as set forth on Schedule 3.4, all outstanding Company Options have been offered, issued and delivered by the Company in all material respects in compliance with all applicable Laws, including federal and state corporate and securities Laws, and in compliance with the terms and conditions upon exercise of the Company Option PlanOptions. Schedule 3.4(a)(i2.2(b) sets forth for each outstanding Company Option, the name of the holder of such optionCompany Option, the domicile address of such holder, an indication of whether such holder is an Employee of the Company, the date of grant or issuance of such option, the number of shares of Company Common Stock subject to such optionCompany Option, the exercise price of such option, Company Option and the vesting schedule for such optionCompany Option, including the extent vested on the to date of this Agreement and whether and to what extent the exercisability of such option Company Option will be accelerated and become exercisable as a result by reason of the transactions contemplated by this Agreement, and whether such Company Option is or is not an incentive stock option as defined in Section 422 of the Code. (ii) The Company has outstanding warrants for the purchase of shares of Company Common Stock (each, a “Company Warrant”). All Company Warrants have been offered, issued and delivered by the Company in all material respects in compliance with all applicable Laws, including federal and state corporate and securities Laws. Schedule 3.4(a)(ii) sets forth for each outstanding Company Warrant, the name of the holder of such Company Warrant, the domicile address of such holder, an indication of whether such holder is an Employee of the Company, the date of grant or issuance of such Company Warrant, the number of shares of Company Common Stock subject to such Company Warrant, the exercise price of such Company Warrant, the vesting schedule for such Company Warrant, including the extent vested to the date of this Agreement and whether and to what extent the exercisability of such Company Warrant will be accelerated and become exercisable as a result of the transactions contemplated by this Agreement. (iii) Except for the Company Options and Company Warrantsdescribed in Schedule 2.2(b), there are no Company Stock Rights options, warrants, calls, rights, commitments or agreements of any character, written or oral, to which the Company or any stockholder of the Company is a party or by which the Company is bound obligating the Company to issue, deliver, sell, repurchase or redeem, or cause to be issued, delivered, sold, repurchased or redeemed, any Company Common Stock or any shares of the capital stock or equity or other ownership interest of the Company or obligating the Company to grant, extend, accelerate the vesting of, change the price of, otherwise amend or enter into any such Company Stock Right. There are no outstanding option, warrant, call, right, commitment or authorized stock appreciation, phantom stock, profit participation, or other similar rights with respect to the Company. (b) Except for the agreements or understandings set forth on Schedule 3.4(b) (collectively, the “Shareholder Voting Agreements”), there are no (i) voting trusts, proxies, or other agreements or understandings with respect to the voting stock of the Company to which the Company is a party, by which the Company is bound, or of which the Company has knowledge, or (ii) agreements or understandings to which the Company is a party, by which the Company is bound, or of which the Company has knowledge relating to the registration, sale or transfer (including agreements relating to rights of first refusal, “co-sale” rights or “drag-along” rights) of any Company Common Stockagreement. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby and thereby does not implicate any rights or obligations under the Shareholder Voting Agreements that have not been complied with or waived. The Shareholders holders of Company Common Stock and Company Stock Rights Options have been or will be properly given, or shall have properly waived, any required notice prior to the transactions contemplated hereinPurchase. (c) As a result of the Purchase, Buyer will be the record and sole beneficial owner of at least 97% of the Company Capital Stock and all rights to acquire or receive Company Capital Stock.

Company Capital Structure. (a) Immediately prior to the transactions contemplated hereunder, the The authorized capital stock and issued equity securities of the Company consists of (i) 10,000,000 shares of Company Common Stock, $0.00001 par value per share (“Common Stock”) of which 8,000,000 are issued and outstanding (which such amounts include the shares issuable upon exercise consist solely of the Company Options Units set forth on Schedule 2.6(a). Except for the Closing Date)Series 1 New Common Units, none of which securities have been issued or are outstanding, the Company does not have any other equity or ownership interests of any kind, authorized, designated, issued or outstanding. The Company Common Stock, including all shares subject to the Company’s right of repurchase, is Units are held of record and beneficially owned by the Persons with the addresses and in the amounts and represented by the certificates set forth on Schedule 3.4(a2.6(a). All outstanding shares of Company Common Stock (i) have been duly authorized and validly issued and are fully paidWhen delivered, non-assessable and not the Allocation Statement will be, subject to preemptive rights or similar rights created adjustment under Section 1.11, a true, accurate and complete schedule of the consideration to be received, both individually and in the aggregate, by statutethe Participating Holders pursuant to this Agreement, the Company’s Articles of IncorporationOrganizational Documents, the By-Laws of Option/Phantom Unit Plan and any applicable award agreements and the Company or any agreement or document to which the Company is a party or by which it is bound, and (ii) have been offered, sold, issued and delivered by the Company in all material respects in compliance with all applicable Laws, including federal and state corporate and securities Laws. There are no declared or accrued but unpaid dividends with respect to any shares of Company Common Stock. Except as set forth in this Section 3.4, as of the date of this Agreement no shares of Company Common Stock, other equity securities, partnership interests or similar ownership interests or other voting securities of the Company or any securities exchangeable or convertible into or exercisable for such capital stock, other equity securities, partnership interests or similar ownership interests or other voting securities of the Company, were issued, reserved for issuance or outstanding. Except as set forth on Schedule 3.4(a), there are no 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 on Schedule 3.4, the Company has never repurchased, redeemed or otherwise acquired or caused the repurchase, redemption or acquisition of any shares of Company Common Stock or other securities of the Company, and there are no amounts owed or which may be owed to any Person by the Company as a result of any repurchase, redemption or acquisition of any shares of Company Common Stock or other securities of the Company. There is no claim or basis for such a claim to any portion of the Merger Consideration except as set forth in Schedule 1.2 by any current or former Shareholder, option holder or warrant holder of the Company, or any other PersonOption/Phantom Termination Agreements. (ib) Except for the Company’s 2006 Stock Plan (the “Company Option Option/Phantom Unit Plan”), as amended, the Company has never adopted, sponsored or maintained any stock option plan or any other plan or agreement providing for equity compensation to any Person. The Company Option Plan has been duly authorized, approved and adopted by the Company’s Board of Directors and the Shareholders and is in full force and effect. The Company has reserved for issuance to Employees of and consultants to the Company 2,000,000 shares of Company Common Stock under the Company Option Plan, of which options to purchase 430,000 shares of Company Common Stock have been granted and are outstanding (each, a “Company Option”)including any profits interest plan. Except as set forth on Schedule 3.4, all outstanding Company Options have been offered, issued and delivered by the Company in all material respects in compliance with all applicable Laws, including federal and state corporate and securities Laws, and in compliance with the terms and conditions of the Company Option Plan. Schedule 3.4(a)(i) sets forth for each outstanding Company Option, the name of the holder of such option, the domicile address of such holder, an indication of whether such holder is an Employee of the Company, the date of grant or issuance of such option, the number of shares of Company Common Stock subject to such option, the exercise price of such option, the vesting schedule for such option, including the extent vested on the date of this Agreement and whether and to what extent the exercisability of such option will be accelerated and become exercisable as a result of the transactions contemplated by this Agreement, and whether such Company Option is or is not an incentive stock option as defined in Section 422 of the Code. (ii) The Company has outstanding warrants for the purchase of shares of Company Common Stock (each, a “Company Warrant”2.6(b). All Company Warrants have been offered, issued and delivered by the Company in all material respects in compliance with all applicable Laws, including federal and state corporate and securities Laws. Schedule 3.4(a)(ii) sets forth for each outstanding Company Warrant, the name of the holder of such Company Warrant, the domicile address of such holder, an indication of whether such holder is an Employee of the Company, the date of grant or issuance of such Company Warrant, the number of shares of Company Common Stock subject to such Company Warrant, the exercise price of such Company Warrant, the vesting schedule for such Company Warrant, including the extent vested to the date of this Agreement and whether and to what extent the exercisability of such Company Warrant will be accelerated and become exercisable as a result of the transactions contemplated by this Agreement. (iii) Except for the Company Options and Company Warrants, there are no outstanding Security Rights for or related to any Company Stock Rights Security, whether or agreements of any characternot currently exercisable, written or oraland, obligating except as set forth on Schedule 2.6(b), the Company does not have any (i) commitment to issue, deliver, sell, repurchase or redeem, or cause to be issued, delivered, sold, repurchased or redeemed, any Company Common Stock Security or any capital stock or equity or other ownership interest of the Company or obligating the Company (ii) obligation to grant, extend, accelerate the vesting of, change the price of, otherwise amend or enter into any such Security Right for or related to any Company Stock RightSecurity. There Except as set forth on Schedule 2.6(b), there are no outstanding or authorized stock interest or unit appreciation, phantom stockinterest, profit participation, participation or other similar rights with respect to the Company. (bc) Except for the agreements or understandings as set forth on Schedule 3.4(b) (collectively, the “Shareholder Voting Agreements”2.6(c), there are no (i) voting trusts, proxies, proxies or other agreements or understandings with respect to the voting stock of the any Company Securities to which the Company is a party, by which the Company is bound, or of which the Company has knowledge, or (ii) agreements or understandings to which the Company or any Participating Holder is a party, by which the Company is bound, or of which the Company has knowledge relating to the voting, registration, sale or transfer (including agreements relating to rights of first refusal, “co-sale” rights or “drag-along” rights) of any Company Securities pursuant to which the Company has any current or ongoing obligations to any third party. (d) All outstanding Company Securities have been duly authorized and are validly issued, fully paid and non-assessable, and were not issued in violation of the preemptive rights of any Person. All outstanding Company Securities, Securities Rights and Phantom Units have been issued in compliance with all applicable Laws, including the Securities Act, rules promulgated by the SEC under the Securities Act, and all state “blue sky” laws and regulations. (e) At the Effective Time, no Member who is not a Qualified Member, and no Phantom Unit Holder who is not a Qualified Phantom Unit Holder, will receive any Buyer Common Stock. The execution and delivery Shares pursuant to the Transactions. (f) At the Effective Time no Options will be issued or outstanding. (g) No Member has, or as a result of this Agreement and the consummation of the transactions contemplated hereby and thereby does not implicate Transactions will have, any dissenter’s rights, appraisal rights or obligations under the Shareholder Voting Agreements that have not been complied with or waived. The Shareholders of Company Common Stock and Company Stock Rights have been or will be properly given, or shall have properly waived, any required notice prior to the transactions contemplated hereinsimilar rights.

Company Capital Structure. (a) Immediately prior to As of the transactions contemplated hereunderAgreement Date, the authorized capital stock of the Company consists of (i) 10,000,000 9,500,000 shares of Company Common Stock, $0.00001 par value per share (“Common Stock”) of which (i) 8,000,000 shares of which are designated Class A Common Stock and 6,408,159 of which are issued and outstanding outstanding, and (ii) 1,500,000 shares of which such amounts include the shares issuable upon exercise of the Company Options on the Closing Date). The Company are designated Class B Common Stock, including all shares subject to the Company’s right none of repurchase, is held of record beneficially by the Persons with the addresses which are issued and in the amounts and represented by the certificates outstanding. Other than as set forth on Schedule 3.4(a). All Section 3.2(a) of the Disclosure Schedule, there are no other issued and outstanding shares of Company Common Stock (iand no commitments or Contracts to issue any shares of Company Common Stock other than pursuant to the exercise of Company Options under the Company Equity Plan that are outstanding as of the Agreement Date and set forth on Section 3.2(a) of the Disclosure Schedule. The Company does not have been duly any shares of preferred stock authorized or outstanding. The Company holds no treasury shares. Section 3.2(a) of the Disclosure Schedule sets forth, as of the Agreement Date, a correct and validly complete list of the holders of issued and outstanding and authorized shares of Company Common Stock and each other Equity Interest of the Company and each of its Subsidiaries with the number and type of such shares or other Equity Interests so owned by each such holder. All issued and outstanding shares of Company Common Stock or other Equity Interests of the Company and each of its Subsidiaries are duly authorized, validly issued, fully paid, paid and non-assessable and not subject are free of any Liens (other than any Permitted Liens pursuant to the Existing Credit Agreement), outstanding subscriptions, preemptive rights or similar “put” or “call” rights created by statute, the Company’s Articles of Incorporation, the By-Laws of Charter Documents or any Contract to which the Company or any agreement of its Subsidiaries is a party or document by which the Company or any of its Subsidiaries or any of their respective assets are bound. All issued and outstanding shares of Company Common Stock and all Company Options were issued in compliance with Law and all requirements set forth in the Charter Documents and any applicable Contracts to which the Company is a party or by which it is bound, and (ii) have been offered, sold, issued and delivered by the Company in all material respects in compliance with all applicable Laws, including federal and state corporate and securities Laws. There are no declared or accrued but unpaid dividends with respect to any shares of Company Common Stock. Except as set forth in this Section 3.4, as of the date of this Agreement no shares of Company Common Stock, other equity securities, partnership interests or similar ownership interests or other voting securities of the Company or any securities exchangeable or convertible into or exercisable for such capital stock, other equity securities, partnership interests or similar ownership interests or other voting securities of the Company, were issued, reserved for issuance or outstandingits assets is bound. Except as set forth on Schedule 3.4(a), there are no bonds, debentures, notes or other indebtedness None of the Company having the right to vote (nor any of its Subsidiaries has ever declared or convertible into, or exchangeable for, securities having the right to vote) paid any dividends on any matters on which Shareholders of the Company may vote. Except as set forth on Schedule 3.4, the Company has never repurchased, redeemed or otherwise acquired or caused the repurchase, redemption or acquisition of any shares of Company Common Stock or other securities of the Company, Equity Interests. There is no Liability for dividends accrued and there are no amounts owed or which may be owed to any Person unpaid by the Company as a result or any of its Subsidiaries. The Company is not under any repurchase, redemption obligation to register under the Securities Act or acquisition of any other Law any shares of Company Common Stock or other securities of the Company. There is no claim or basis for such a claim to Stock, any portion of the Merger Consideration except as set forth in Schedule 1.2 by any current or former Shareholder, option holder or warrant holder of the Company, Company Securities or any other Person. (i) Except for securities or Equity Interests of the Company’s 2006 Stock Plan (the “Company Option Plan”)Acquired Companies, as amended, the Company has never adopted, sponsored whether currently outstanding or maintained any stock option plan or any other plan or agreement providing for equity compensation to any Personthat may subsequently be issued. The Company Option Plan has been duly authorized, approved and adopted by the Company’s Board of Directors and the Shareholders and is in full force and effect. The Company has reserved for issuance to Employees of and consultants to the Company 2,000,000 No shares of Company Common Stock under are subject to vesting, reverse vesting, forfeiture, a right of repurchase or other condition, in each case, that would constitute a “substantial risk of forfeiture” within the Company Option Planmeaning of Section 83 of the Code, of which options to purchase 430,000 except for the shares of Company Common Stock have been granted and are outstanding set forth on Section 3.2(a)-1 of the Disclosure Schedule (eachsuch shares set forth, a or required to be set forth, on Section 3.2(a)-1 of the Disclosure Schedule, the “Company OptionRestricted Shares”). Except as Each Contract pursuant to which any Restricted Shares are subject to vesting or a right of repurchase or other condition, in each case, that would constitute a substantial risk of forfeiture is set forth on Schedule 3.4Section 3.2(a)-2 of the Disclosure Schedule. (b) As of the Agreement Date, all outstanding Company Options have been offered, issued and delivered by the Company in all material respects in compliance with all applicable Lawshas reserved 774,722 shares of Company Common Stock for issuance to employees, including federal non-employee directors and state corporate consultants pursuant to the Company Equity Plan, of which 584,606 shares are subject to outstanding and securities Lawsunexercised Company Options, and in compliance with the terms and conditions 190,116 shares remain available for issuance thereunder. Section 3.2(b)-1 of the Disclosure Schedule sets forth, as of the Agreement Date, a correct and complete list of all Company Option Plan. Schedule 3.4(a)(i) sets forth for Optionholders, and each outstanding Company Option, whether or not granted under the name of the holder of such optionCompany Equity Plan, the domicile address of such holder, an indication of whether such holder is an Employee of the Company, the date of grant or issuance of such option, including the number of shares of Company Common Stock subject to each Company Option, the number of shares that are vested or unvested, the “date of grant” of such optionCompany Option (as defined under Treasury Regulation 1.409A-1(b)(5)(vi)(B)), the vesting commencement date and vesting schedule (and any terms that would accelerate the vesting schedule), the exercise price per share, whether such option is subject to Section 409A of the Code, and the plan from which such option, Company Option was granted (if any). All Company Options have an exercise price that was equal to or greater than the vesting schedule for such option, including fair market value of the extent vested Company’s Common Stock on the date of this Agreement and whether and the Company Option. (c) With respect to what extent the exercisability Company Options, (i) each grant of an option was duly authorized no later than the date on which the grant of such option will was by its terms to be accelerated and become exercisable as a result effective by all necessary corporate action; (ii) each award of Company Options has been made using one of the transactions contemplated by this AgreementCompany’s standard form award agreements under the Company Equity Plan, a correct and complete copy of each such form has been made available to Buyer; (iii) no Company Options differ in any material respect from such form agreements (other than vesting acceleration provisions, vesting schedules, post-termination exercise periods, and whether restrictive covenants); and (iv) there is no agreement, arrangement or understanding (written or oral) to amend, modify or supplement any such award agreement in any case from the form made available to Buyer. No Company Option Options are “early exercisable” as of the Agreement Date. The treatment of Company Options under Section 2.1 hereof is permitted under the Company Equity Plan and the underlying individual agreements for such equity awards. The Company has no outstanding commitments to grant Company Options or is not an other awards. No Company Options are incentive stock option options as defined in Section 422 of the Code. (iid) The As of the Agreement Date, there are no authorized, issued or outstanding Company has outstanding warrants for the purchase of Securities other than shares of Company Common Stock (eachand Company Options. Other than as set forth on Section 3.2(a), a “Section 3.2(b)-1 and Section 3.2(d) of the Disclosure Schedule, as of the Agreement Date, no Person holds any Company Warrant”). All Company Warrants have been offeredSecurities or other Equity Interests, issued and delivered by stock appreciation rights, stock units, share schemes, calls or rights, or is party to any Contract of any character to which the Company in all material respects in compliance with all applicable Lawsor any of its Subsidiaries or a Company Security Holder is a party or by which it or its assets is bound, including federal and state corporate and securities Laws. Schedule 3.4(a)(iiobligating (i) sets forth for each outstanding the Company Warrant, the name or any of the holder of its Subsidiaries or such Company Warrant, the domicile address of such holder, an indication of whether such holder is an Employee of the Company, the date of grant or issuance of such Company Warrant, the number of shares of Company Common Stock subject to such Company Warrant, the exercise price of such Company Warrant, the vesting schedule for such Company Warrant, including the extent vested to the date of this Agreement and whether and to what extent the exercisability of such Company Warrant will be accelerated and become exercisable as a result of the transactions contemplated by this Agreement. (iii) Except for the Company Options and Company Warrants, there are no Company Stock Rights or agreements of any character, written or oral, obligating the Company Security Holder to issue, deliver, sell, repurchase or redeem, or cause to be issued, delivered, sold, repurchased or redeemed, any Company Common Stock or any capital stock or equity Securities or other ownership interest of rights to purchase or otherwise acquire any Company Securities, whether vested or unvested; or (ii) the Company or obligating the Company any of its Subsidiaries to grant, extend, accelerate the vesting or repurchase rights of, change the price of, or otherwise amend or enter into any such Company Stock Right. There are no outstanding Option, call, right or authorized stock appreciation, phantom stock, profit participation, or other similar rights with respect to the CompanyContract. (be) Except for There is no Indebtedness of the agreements Company or understandings set forth on Schedule 3.4(b) (collectively, the “Shareholder Voting Agreements”), there are no any of its Subsidiaries (i) voting trusts, proxiesgranting a holder the right to vote on any matters on which any Company Security Holder may vote (or that is convertible into, or other agreements exchangeable for, securities having such right); or understandings with respect to (ii) the value of which is in any way based upon or derived from capital or voting stock of the Company to which or any of its Subsidiaries, issued or outstanding as of the Agreement Date (collectively, “Company is a partyVoting Debt”). (f) Except as set forth on Section 3.2(f) of the Disclosure Schedule, by which the Company is bound, or of which the Company has knowledge, or (ii) agreements or understandings to which the Company is a party, by which the Company is bound, or of which the Company has knowledge there are no Contracts relating to the registrationvoting, purchase, sale or transfer (including agreements relating to rights of first refusal, “co-sale” rights or “drag-along” rights) of any Company Common Stock. The execution Stock or Equity Interests between or among the Company or any of its Subsidiaries, on one hand, and delivery of this Agreement and the consummation any equityholder of the transactions contemplated hereby Company or any of its Subsidiaries, on the other hand, other than the Charter Documents, the Stockholders Agreement, and thereby does not implicate any rights written Contracts granting the Company the right to purchase unvested shares upon termination of employment or obligations under service (each of which has been disclosed to the Shareholder Voting Agreements that have not been complied with or waived. The Shareholders of Company Common Stock and Company Stock Rights have been or will be properly given, or shall have properly waived, any required notice Buyer prior to the transactions contemplated hereindate hereof).

Company Capital Structure. (a) Immediately prior to the transactions contemplated hereunder, the The authorized capital stock of the Company consists solely of (i) 10,000,000 1,500,000 shares of authorized Company Common Stock, $0.00001 par value per share (“Common Stock”) of which 8,000,000 880,000 shares are outstanding on the date hereof and (ii) 222,000 shares of Company Preferred Stock, of which 221,910 shares are issued and outstanding. No other shares have been authorized or designated as a series or are issued and outstanding (which such amounts include the shares issuable upon exercise as of the Company Options on date hereof. On the Closing Date). The date hereof, the Company Common Stock, including all shares subject to Stock and the Company’s right of repurchase, Company Preferred Stock is held of record and beneficially by the Persons persons, with the addresses of record and in the amounts and represented by with the certificates corresponding certificate numbers set forth on Schedule 3.4(a2.2(a). All Except as set forth on Schedule 2.2(a), all outstanding shares of Company Common Capital Stock (i) have been are duly authorized authorized, validly issued, fully paid and validly issued and are fully paid, non-assessable and not subject to preemptive rights or similar rights created by statute, the Company’s Articles of Incorporation, the By-Laws Incorporation or Bylaws of the Company or Company, any agreement or document to which the Company is a party or by which it is bound, and (ii) have been offered, sold, issued and delivered by bound or otherwise. None of the Company in all material respects in compliance with all applicable Laws, including federal and state corporate and securities Laws. There are no declared or accrued but unpaid dividends with respect to any shares of Company Common Stock. Except as set forth in this Section 3.4, as of the date of this Agreement no shares of Company Common Stock, other equity securities, partnership interests or similar ownership interests or other voting securities of the Company or any securities exchangeable or convertible into or exercisable for such capital stock, other equity securities, partnership interests or similar ownership interests or other voting securities of the Company, were issued, reserved for issuance or outstanding. Except as set forth on Schedule 3.4(a), there are no 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 on Schedule 3.4, the Company has never repurchased, redeemed or otherwise acquired or caused the repurchase, redemption or acquisition of any shares of Company Common Capital Stock or other securities of the Company, and there are no amounts owed or which may be owed is subject to any Person right of repurchase by the Company as a result of any repurchase, redemption or acquisition of any shares of Company Common Stock or other securities of the Company. There is no claim or basis for such a claim to any portion of the Merger Consideration except as set forth in Schedule 1.2 by any current or former Shareholder, option holder or warrant holder of the Company, or any other Person. (i) Except for the Company’s 2006 Stock Plan (the “Company Option Plan”), as amended, the Company has never adopted, sponsored or maintained any stock option plan or any other plan or agreement providing for equity compensation to any Person. The Company Option Plan has been duly authorized, approved and adopted by the Company’s Board of Directors and the Shareholders and is in full force and effect. The Company has reserved for issuance to Employees of and consultants to the Company 2,000,000 shares of Company Common Stock under the Company Option Plan, of which options to purchase 430,000 shares of Company Common Stock have been granted and are outstanding (each, a “Company Option”). Except as set forth on Schedule 3.4, all outstanding Company Options have been offered, issued and delivered by the Company in all material respects in compliance with all applicable Laws, including federal and state corporate and securities Laws, and in compliance with the terms and conditions of the Company Option Plan. Schedule 3.4(a)(i) sets forth for each outstanding Company Option, the name of the holder of such option, the domicile address of such holder, an indication of whether such holder is an Employee of the Company, the date of grant or issuance of such option, the number of shares of Company Common Stock subject to such option, the exercise price of such option, the vesting schedule for such option, including the extent vested on the date of this Agreement and whether and to what extent the exercisability of such option will be accelerated and become exercisable as a result of the transactions contemplated by this Agreement, and whether such Company Option is or is not an incentive stock option as defined in Section 422 of the Code. (ii) The Company has outstanding warrants for the purchase of shares of Company Common Stock (each, a “Company Warrant”). All Company Warrants have been offered, issued and delivered by the Company in all material respects in compliance with all applicable Laws, including federal and state corporate and securities Laws. Schedule 3.4(a)(ii) sets forth for each outstanding Company Warrant, the name of the holder of such Company Warrant, the domicile address of such holder, an indication of whether such holder is an Employee of the Company, the date of grant or issuance of such Company Warrant, the number of shares of Company Common Stock subject to such Company Warrant, the exercise price of such Company Warrant, the vesting schedule for such Company Warrant, including the extent vested to the date of this Agreement and whether and to what extent the exercisability of such Company Warrant will be accelerated and become exercisable as a result of the transactions contemplated by this Agreement. (iii) Except for the Company Options and Company Warrants, there are no Company Stock Rights or agreements of any character, written or oral, obligating the Company to issue, deliver, sell, repurchase or redeem, or cause to be issued, delivered, sold, repurchased or redeemed, any Company Common Stock or any capital stock or equity or other ownership interest of the Company or obligating the Company to grant, extend, accelerate the vesting of, change the price of, otherwise amend or enter into any such Company Stock Right. There are no outstanding or authorized stock appreciation, phantom stock, profit participation, or other similar rights with respect to the Company. (b) Except for the agreements or understandings as set forth on Schedule 3.4(b2.2(b) (collectivelyand except as otherwise permitted by the terms of this Agreement, on the “Shareholder Voting Agreements”), date hereof there are no not outstanding, and on the Closing Date there will not be outstanding, (i) voting trustsany options, proxies, warrants or other agreements rights to purchase from the Company any capital stock or understandings with respect to other securities of the voting Company, (ii) any securities convertible into or exchangeable for shares of such capital stock or securities or (iii) any other commitments or rights of any kind for the Company to which issue additional shares of capital stock, options, warrants or other securities. Such schedule sets forth a correct and complete list of each of the Company is foregoing as of the date hereof, including the record and beneficial holder thereof, a partydescription of the nature of such security, by which the Company is boundamount of securities held, the exercise, conversion or exchange rights relating thereto, including a schedule of which the Company has knowledgevesting, or (ii) agreements or understandings to which the Company is a party, by which the Company is bound, or of which the Company has knowledge relating to the registration, sale or transfer (including agreements relating to rights of first refusal, “co-sale” rights or “drag-along” rights) of any Company Common Stock. The execution and delivery of this Agreement and the consummation type and amount of securities into which such securities are exercisable, convertible or exchangeable. No Company Option will accelerate solely as a consequence of the Company's entering into this Agreement, the Merger or the other transactions contemplated hereby and thereby does not implicate any rights or obligations under the Shareholder Voting Agreements that have not been complied with or waived. The Shareholders of Company Common Stock and Company Stock Rights have been or will be properly given, or shall have properly waived, any required notice prior to the transactions contemplated hereinby this Agreement.

Company Capital Structure. (a) Immediately prior to Other than the transactions contemplated hereunderInterests, the authorized capital stock of the Company consists of (i) 10,000,000 shares of Company Common Stockdoes not have any other membership interests or other equity interests authorized, $0.00001 par value per share (“Common Stock”) of which 8,000,000 are issued and outstanding (which such amounts include the shares issuable upon exercise of the Company Options on the Closing Date)or outstanding. The Company Common Stock, including all shares subject Interests are held of record and to the Company’s right of repurchaseKnowledge, is held of record beneficially by the Persons with the addresses and in the amounts and represented by the certificates set forth on Schedule 3.4(a2.4(a). All outstanding shares of Company Common Stock Interests (i) have been duly authorized and validly issued and are fully paid, non-non- assessable and not subject to preemptive rights or similar rights created by statute, the Company’s Articles certificate of Incorporationorganization, the By-Laws of the Company operating agreement or any agreement or document to which the Company is a party or by which it is bound, and (ii) have been offered, sold, issued and delivered by the Company in all material respects in compliance with all applicable Laws, including federal and state corporate and securities Laws. There are no declared or accrued but unpaid dividends with respect to any shares of Company Common Stockthe Interests. Except as set forth in this Section 3.4above, as of the date of this Agreement no shares of Company Common StockInterests, other equity securities, partnership interests or similar ownership interests or other voting securities of the Company or any securities exchangeable or convertible into into, derivative of or exercisable for such capital stockInterests, other equity securities, partnership interests or similar ownership interests or other voting securities of the Company, were are issued, reserved for issuance or outstanding, nor are there any Company Equity Rights or other outstanding rights or claims thereto. Except as set forth on Schedule 3.4(a), there There are no bonds, debentures, notes or other indebtedness 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 members of the Company may vote. Except as set forth on Schedule 3.42.4(a), the Company has never repurchased, redeemed or otherwise acquired or caused the repurchase, redemption or acquisition of any shares of Company Common Stock Interests or other securities of the Company, and there are no amounts owed or which may be owed to any Person person by the Company as a result of any repurchase, redemption or acquisition of any shares of Company Common Stock Interests or other securities of the Company. There is no claim or basis for such a claim to any portion of the Merger Consideration except as set forth in Schedule 1.2 Final Purchase Price by any current or former Shareholdermember, option holder or warrant holder of the Company, or any other Person. (ib) Except for the Company’s 2006 Stock Plan (the “Company Option Plan”as set forth on Schedule 2.4(b), as amended, the Company has never not adopted, sponsored or maintained any stock option plan or any other plan or agreement providing for equity compensation to any Person. The Company Option Plan has been duly authorized, approved Person and adopted by the Company’s Board of Directors and the Shareholders and is in full force and effect. The Company has reserved for issuance to Employees of and consultants to the Company 2,000,000 shares of Company Common Stock under the Company Option Plan, of which options to purchase 430,000 shares of Company Common Stock have been granted and are outstanding (each, a “Company Option”). Except as set forth on Schedule 3.4, all outstanding Company Options have been offered, issued and delivered by the Company in all material respects in compliance with all applicable Laws, including federal and state corporate and securities Laws, and in compliance with the terms and conditions of the Company Option Plan. Schedule 3.4(a)(i) sets forth for each outstanding Company Option, the name of the holder of such option, the domicile address of such holder, an indication of whether such holder is an Employee of the Company, the date of grant or issuance of such option, the number of shares of Company Common Stock subject to such option, the exercise price of such option, the vesting schedule for such option, including the extent vested on the date of this Agreement and whether and to what extent the exercisability of such option will be accelerated and become exercisable as a result of the transactions contemplated by this Agreement, and whether such Company Option is or is not an incentive stock option as defined in Section 422 of the Code. (ii) The Company has outstanding warrants for the purchase of shares of Company Common Stock (each, a “Company Warrant”). All Company Warrants have been offered, issued and delivered by the Company in all material respects in compliance with all applicable Laws, including federal and state corporate and securities Laws. Schedule 3.4(a)(ii) sets forth for each outstanding Company Warrant, the name of the holder of such Company Warrant, the domicile address of such holder, an indication of whether such holder is an Employee of the Company, the date of grant or issuance of such Company Warrant, the number of shares of Company Common Stock subject to such Company Warrant, the exercise price of such Company Warrant, the vesting schedule for such Company Warrant, including the extent vested to the date of this Agreement and whether and to what extent the exercisability of such Company Warrant will be accelerated and become exercisable as a result of the transactions contemplated by this Agreement. (iii) Except for the Company Options and Company Warrants, there are no outstanding Company Stock Equity Rights or agreements of any character, written or oral, obligating the Company to issue, deliver, sell, repurchase or redeem, or cause to be issued, delivered, sold, repurchased or redeemed, any Company Common Stock or any capital stock Interests or equity or other ownership interest of the Company or obligating the Company to grant, extend, accelerate the vesting of, change the price of, otherwise amend grant or enter into any such Company Stock Equity Right. There are no outstanding or authorized stock equity appreciation, phantom stockequity, profit participation, or other similar rights with respect to the Company. (bc) Except for the agreements or understandings as set forth on in Schedule 3.4(b) (collectively, the “Shareholder Voting Agreements”2.4(c), there are no (i) voting trusts, proxies, or other agreements or understandings with respect to the voting stock equity interests of the Company to which the Company is a party, by which the Company is bound, or of which the Company has knowledgeKnowledge, or (ii) agreements or understandings to which the Company is a party, by which the Company is bound, or of which the Company has knowledge Knowledge relating to the registration, sale or transfer (including agreements relating to rights of first refusal, “co-sale” rights or “drag-along” rights) of any Company Common StockInterests. The execution and delivery holders of this Agreement and the consummation of the transactions contemplated hereby and thereby does not implicate any rights or obligations under the Shareholder Voting Agreements that have not been complied with or waived. The Shareholders of Company Common Stock Interests and Company Stock Equity Rights have been or will be properly given, or shall have properly waived, any required notice prior to the transactions contemplated herein.

Company Capital Structure. (a) Immediately prior to the transactions contemplated hereunder, the The authorized capital stock of the Company consists of (i) 10,000,000 shares of 36,120,000 Company Common StockOrdinary Shares, $0.00001 par value per share (“Common Stock”) of which 8,000,000 13,443,252 shares are issued and outstanding (which such amounts include the shares issuable upon exercise as of the Company Options on the Closing Date). The Company Common Stock, including all shares subject to the Company’s right of repurchase, is held of record beneficially by the Persons with the addresses and in the amounts and represented by the certificates set forth on Schedule 3.4(a). All outstanding shares of Company Common Stock (i) have been duly authorized and validly issued and are fully paid, non-assessable and not subject to preemptive rights or similar rights created by statute, the Company’s Articles of Incorporation, the By-Laws of the Company or any agreement or document to which the Company is a party or by which it is bounddate hereof, and (ii) have been offered73,080,000 Company Preference Shares, sold, of which 16,912,464 shares are issued and delivered outstanding as of the date hereof, and in each case are held legally and beneficially by the Company Sellers as set forth in Section 3.2(a) or Section 3.2(b) of the Disclosure Schedule (free and clear of all material respects in compliance with all applicable Laws, including federal and state corporate and securities Laws. There are no declared or accrued but unpaid dividends with respect to any shares of Company Common StockLiens). Except as set forth in this Section 3.4, as of the date of this Agreement no shares of Company Common Stock, other equity securities, partnership interests or similar ownership interests or other voting securities of the Company or any securities exchangeable or convertible into or exercisable for such capital stock, other equity securities, partnership interests or similar ownership interests or other voting securities of the Company, were issued, reserved for issuance or outstanding. Except as set forth on Schedule 3.4(a), there are no 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 on Schedule 3.4, the Company has never repurchased, redeemed or otherwise acquired or caused the repurchase, redemption or acquisition of any shares of Company Common Stock or other securities of the Company, immediately preceding sentence and there are no amounts owed or which may be owed to any Person by the Company as a result of any repurchase, redemption or acquisition of any shares of Company Common Stock or other securities of the Company. There is no claim or basis for such a claim to any portion of the Merger Consideration except as set forth in Schedule 1.2 by any current or former Shareholder, option holder or warrant holder Section 3.2(a) of the Company, or any other Person. (i) Except for the Company’s 2006 Stock Plan (the “Company Option Plan”), as amendedDisclosure Schedule, the Company has never adopteddoes not have as of the date hereof authorized or outstanding any shares of Company Capital Stock or securities, sponsored options, warrants, calls or maintained rights convertible, exercisable or exchangeable for, or containing any stock option plan profit participation features, nor rights (whether Contract rights or otherwise) or options to subscribe for or to purchase or otherwise acquire, shares of Company Capital Stock or any other plan share or agreement providing securities convertible into or exchangeable for equity compensation to shares of Company Capital Stock or any Personshare appreciation rights, with the exception of the Company Share Plans. The Company Option Plan has been duly authorized, approved and adopted by the Company’s Board of Directors and the Shareholders and is in full force and effect. The Company has reserved for issuance not subject to Employees of and consultants any obligation or commitment (contingent or otherwise) to the Company 2,000,000 repurchase or otherwise acquire or retire any shares of Company Common Capital Stock under the Company Option Planor any warrants, of which options or other rights to purchase 430,000 acquire shares of Company Common Stock have been granted and are outstanding (each, a “Company Option”). Except as set forth on Schedule 3.4, all outstanding Company Options have been offered, issued and delivered by the Company in all material respects in compliance with all applicable Laws, including federal and state corporate and securities Laws, and in compliance with the terms and conditions of the Company Option Plan. Schedule 3.4(a)(i) sets forth for each outstanding Company Option, the name of the holder of such option, the domicile address of such holder, an indication of whether such holder is an Employee of the Company, the date of grant or issuance of such option, the number of shares of Company Common Stock subject to such option, the exercise price of such option, the vesting schedule for such option, including the extent vested on the date of this Agreement and whether and to what extent the exercisability of such option will be accelerated and become exercisable as a result of the transactions contemplated by this Agreement, and whether such Company Option is or is not an incentive stock option as defined in Section 422 of the Code. (ii) The Company has outstanding warrants for the purchase of shares of Company Common Stock (each, a “Company Warrant”). All Company Warrants have been offered, issued and delivered by the Company in all material respects in compliance with all applicable Laws, including federal and state corporate and securities Laws. Schedule 3.4(a)(ii) sets forth for each outstanding Company Warrant, the name of the holder of such Company Warrant, the domicile address of such holder, an indication of whether such holder is an Employee of the Company, the date of grant or issuance of such Company Warrant, the number of shares of Company Common Stock subject to such Company Warrant, the exercise price of such Company Warrant, the vesting schedule for such Company Warrant, including the extent vested to the date of this Agreement and whether and to what extent the exercisability of such Company Warrant will be accelerated and become exercisable as a result of the transactions contemplated by this Agreement. (iii) Except for the Company Options and Company Warrants, there are no Company Stock Rights or agreements of any character, written or oral, obligating the Company to issue, deliver, sell, repurchase or redeemCapital Stock, or to cause to be issued, delivered, sold, repurchased or redeemedredeemed any shares of Company Capital Stock, any Company Common Stock or any capital stock or equity or other ownership interest than as expressly set forth in Section 3.2(a) of the Disclosure Schedule. The Company or obligating the Company is under no obligation to grant, extend, accelerate the vesting of, change the price of, otherwise amend or enter into any such option, warrant, call, right, commitment or agreement. All outstanding shares of Company Capital Stock Rightare validly issued, fully paid and non-assessable, and are not subject to any preemptive rights. There are no outstanding or authorized stock appreciation, phantom stock, profit participation, or other similar similar, rights with respect to the Company. As a result of the Share Purchase and except for any unexercised Company Options, Buyer will be the sole record and beneficial holder of all issued and outstanding shares of Company Capital Stock and all rights to acquire or receive any shares of Company Capital Stock. (b) Except for Section 3.2(b) of the agreements or understandings set forth on Disclosure Schedule 3.4(b) (collectivelyaccurately sets forth, as of the date hereof, the “Shareholder Voting Agreements”), there are no (i) voting trusts, proxies, or other agreements or understandings following information with respect to all Company Options and Depository Receipts: the voting stock holder of such Company Option or other right, the type and number of Depository Receipts issuable upon the exercise of such Company Option or right, the exercise price of such Company Option or right, the extent such Company Options or rights are vested as of the date hereof, the vesting schedule for such Company Options or rights and whether such Company Options or rights are subject to which the Company is accelerated vesting as a party, by which the Company is bound, or result of which the Company has knowledge, or (ii) agreements or understandings to which the Company is a party, by which the Company is bound, or of which the Company has knowledge relating to the registration, sale or transfer (including agreements relating to rights of first refusal, “co-sale” rights or “drag-along” rights) of any Company Common Stock. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby and thereby does not implicate any Share Purchase. The Company Options or rights set forth in Section 3.2(b) of the Disclosure Schedule are the only Company Options or obligations under rights outstanding as of the Shareholder Voting Agreements that date hereof. (c) The holders of Company Preference Shares have not been complied as of the date of this Agreement, and shall not have as of the Closing, converted any such Company Preference Shares into Company Ordinary Shares in accordance with or waived. The Shareholders Article 31 of Company Common Stock and Company Stock Rights have been or will be properly given, or shall have properly waived, any required notice prior to the transactions contemplated hereinArticles of Association of the Company.

Company Capital Structure. (a) Immediately prior to the transactions contemplated hereunder, the The authorized capital stock of the Company consists of (i) 65,000 shares of Company Preferred Stock, 10,000,000 shares of Company Class A Common Stock, $0.00001 par value per share (“and 1,000,000 shares of Class B Common Stock”) . As of which 8,000,000 the date hereof, 57,853 shares of Company Preferred Stock are issued and outstanding (which such amounts include the outstanding, 6,428,200 shares issuable upon exercise of Class A Common Stock are issued and outstanding, and no shares of Class B Common Stock are issued and outstanding. As of the date hereof, the Company Options on the Closing Date). The Company Common Stock, including all shares subject to the Company’s right of repurchase, Capital Stock is held of record beneficially by the Persons with the addresses and persons in the amounts and represented by the certificates set forth on in Section 2.2(a) of the Disclosure Schedule 3.4(a)which further sets forth for each such person the number of shares held, class and/or series of such shares and the number of the applicable stock certificates representing such shares. All outstanding shares of Company Common Capital Stock (i) have been are duly authorized authorized, validly issued, fully paid and validly issued and are fully paid, non-assessable and and, except as set forth in Section 2.2(a) of the Disclosure Schedule, are not subject to preemptive rights or similar rights created by statute, the Company’s Articles of IncorporationCharter Documents, the By-Laws of the Company or any agreement or document to which the Company is a party or by which it is bound, and (ii) have been offered, sold, issued and delivered by the Company in all material respects in compliance with all applicable Laws, including federal and state corporate and securities Laws. There are no declared or accrued but unpaid dividends with respect to any shares of Company Common Stock. Except as set forth in this Section 3.4, as 2.2(a) of the date of this Agreement Disclosure Schedule, there are no shares of issued and outstanding Company Common StockStock that are unvested or subject to a repurchase option, other equity securities, partnership interests or similar ownership interests risk of forfeiture or other voting securities condition under any applicable stock restriction agreement or other agreement with the Company. (b) All outstanding shares of Company Capital Stock and Company Options have been issued or repurchased (in the case of shares that were outstanding and repurchased by the Company or any Stockholder) in compliance with all applicable federal, state and foreign securities exchangeable laws, rules and regulations, and were issued, transferred and repurchased (in the case of shares that were outstanding and repurchased by the Company or convertible into or exercisable for such capital stock, other equity securities, partnership interests any Stockholder) in accordance with any right of first refusal or similar ownership interests right or other voting securities of limitation Known to the Company, were issuedincluding those in the Charter Documents. The Company has no other capital stock authorized, reserved for issuance issued or outstanding. . (c) Except as set forth on Schedule 3.4(a), there are no bonds, debentures, notes or other indebtedness of for 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 on Schedule 3.4, the Company has never repurchased, redeemed or otherwise acquired or caused the repurchase, redemption or acquisition of any shares of Company Common Stock or other securities of the Company, Plan and there are no amounts owed or which may be owed to any Person by the Company as a result of any repurchase, redemption or acquisition of any shares of Company Common Stock or other securities of the Company. There is no claim or basis for such a claim to any portion of the Merger Consideration except as set forth in Schedule 1.2 by any current or former Shareholder, option holder or warrant holder Section 2.2(c) of the CompanyDisclosure Schedule, or any other Person. (i) Except for the Company’s 2006 Stock Plan (the “Company Option Plan”), as amended, neither the Company nor any of its Subsidiaries has never adopted, sponsored or maintained any stock option plan or any other plan or agreement providing for equity compensation to any Person. The Company Option Plan has been duly authorized, approved and adopted by the Company’s Board of Directors and the Shareholders and is in full force and effectperson. The Company has reserved for issuance to Employees of and consultants to the Company 2,000,000 1,100,000 shares of Company Common Stock under the Company Option Planfor issuance to employees and directors of, of which options to purchase 430,000 shares of Company Common Stock have been granted and are outstanding (eachconsultants to, a “Company Option”). Except as set forth on Schedule 3.4, all outstanding Company Options have been offered, issued and delivered by the Company in all material respects in compliance with all applicable Laws, including federal and state corporate and securities Laws, and in compliance connection with the terms and conditions exercise of Company Options granted under the Plan. As of the date hereof, (i) 981,510 shares are issuable upon the exercise of currently outstanding, unexercised Company Option Options granted under the Plan, (ii) no shares have been issued upon the exercise of Company Options previously granted under the Plan and remain outstanding as of the date hereof and (iii) 128,210 shares remain available for future grant. Section 2.2(c) of the Disclosure Schedule 3.4(a)(i) sets forth for each Company Option outstanding Company Optionas of the date hereof, the name of the holder of such optionCompany Option, the domicile address of such holder, an indication of whether such holder is an Employee of the Company, the date of grant or issuance of such option, the number of shares of Company Common Capital Stock subject to issuable upon the exercise of such optionCompany Option, the exercise price of such optionCompany Option, the date of grant of such Company Option, the vesting schedule for such optionCompany Option, including the extent vested on the to date of this Agreement and whether and to what extent the exercisability vesting of such option will be accelerated and become exercisable Company Option is subject to acceleration as a result of the transactions contemplated by this AgreementAgreement or any other events (including a complete description of any such acceleration provisions), and whether such Company Option option is a nonstatutory option or is not intended to qualify as an incentive stock option as defined in Section 422 of the Code. The terms of the Plan and the applicable agreements for each Company Option permit the assumption or substitution for Parent Options as provided in this Agreement, without the consent or approval of the holders of such securities (other than as contemplated by Section 1.6(e)) the Stockholders or otherwise and without any acceleration of the exercise schedules or vesting provisions in effect for such Company Options. True and complete copies of all forms of agreements and instruments relating to or issued under the Plan (including any agreements and instruments that differ materially in substance from such forms) have been made available to Parent, and, except as indicated in the copies made available to Parent, such agreements and instruments have not been amended, modified or supplemented, and there are no agreements to amend, modify or supplement such agreements or instruments from the forms thereof made available to Parent (except for such amendments, modifications or supplements that are required by this Agreement). Except as set forth in Section 2.2(c) of the Disclosure Schedule, as of the date hereof, all holders of Company Options are current employees of the Company. (iid) The Company has outstanding warrants for Section 2.2(d) of the purchase of shares of Company Common Stock (each, a “Company Warrant”). All Company Warrants have been offered, issued and delivered by the Company in all material respects in compliance with all applicable Laws, including federal and state corporate and securities Laws. Disclosure Schedule 3.4(a)(ii) sets forth for each as of June 30, 2005 the outstanding Company Warrantprincipal, the name accrued interest and applicable rate of the holder interest of such Company Warrant, the domicile address of such holder, an indication of whether such holder is an Employee of the Company, the date of grant or issuance of such Company Warrant, the number of shares of Company Common Stock subject to such Company Warrant, the exercise price of such Company Warrant, the vesting schedule for such Company Warrant, including the extent vested to the date of this Agreement and whether and to what extent the exercisability of such Company Warrant will be accelerated and become exercisable as a result of the transactions contemplated by this Agreementall outstanding Stockholder loans described in Section 1.6(g) hereof. (iiie) Except As of the date hereof, except for the Company Options and Company Warrantsexcept as set forth in Section 2.2(e) of the Disclosure Schedule, there are no Company Stock Rights options, warrants, calls, rights, convertible securities, commitments or agreements of any character, written or oral, to which the Company or any of its Subsidiaries is a party or by which the Company is bound obligating the Company to issue, deliver, sell, repurchase or redeem, or cause to be issued, delivered, sold, repurchased or redeemed, any Company Common Stock or any shares of the capital stock or equity or other ownership interest of the Company or obligating the Company to grant, extend, accelerate the vesting of, change the price of, otherwise amend or enter into any such Company Stock Rightoption, warrant, call, right, commitment or agreement. There Except as set forth in Section 2.2(e) of the Disclosure Schedule, as of the date hereof, there are no outstanding or authorized stock appreciation, phantom stock, profit participation, stock or other similar rights with respect to the Company. (b) Company or any of its Subsidiaries. Except for as contemplated hereby and in the agreements or understandings set forth on Schedule 3.4(b) (collectively, the “Shareholder Voting Agreements”)Stockholders Agreement, there are no (i) voting trusts, proxies, or other agreements or understandings with respect to the voting stock of the Company or any of its Subsidiaries to which the Company or any of its Subsidiaries is a partyparty or, by which to the Company is boundKnowledge of the Company, or otherwise. Except as set forth in Section 2.2(e) of which the Company has knowledgeDisclosure Schedule, or (ii) there are no agreements or understandings to which the Company or any of its Subsidiaries is a party, by which the Company is bound, or of which the Company has knowledge party relating to the registration, sale or transfer (including agreements relating to rights of first refusal, “co-sale” sale rights or “drag-along” rights) of any Company Common Capital Stock. The execution and delivery of this Agreement and the consummation As a result of the transactions contemplated hereby Merger and, subject to Section 1.6(e) hereof, Parent will be the sole record and thereby does not implicate beneficial holder of all issued and outstanding Company Capital Stock and all rights to acquire or receive any rights or obligations under the Shareholder Voting Agreements that have not been complied with or waived. The Shareholders shares of Company Common Capital Stock, whether or not such shares of Company Capital Stock and Company Stock Rights have been or will be properly given, or shall have properly waived, any required notice prior to the transactions contemplated hereinare outstanding.

Company Capital Structure. (a) Immediately prior to the transactions contemplated hereunder, the The authorized capital stock of the Company consists of (i) 10,000,000 10,000 shares of Company Common Stock, $0.00001 par value per share (“Common Stock”) 10,000 of which 8,000,000 are issued and outstanding (which such amounts include the shares issuable upon exercise as of the Company Options on the Closing Date)date of this Agreement. The Company Common Stock, including Shares constitute all shares subject to of the issued and outstanding equity interests in the Company’s right of repurchase. (b) The Shares are duly authorized, is held of record beneficially by the Persons with the addresses validly issued, fully paid and in the amounts and represented by the certificates set forth on Schedule 3.4(a). All outstanding shares of Company Common Stock (i) have been duly authorized and validly issued and are fully paid, non-assessable and not subject to preemptive rights or similar rights created by statute, the Company’s Articles of IncorporationCompany Charter Documents, the By-Laws of the Company or any agreement or document to which the Company is a party or by which it is bound, and (ii) have been offeredissued in compliance with applicable federal, sold, issued state and delivered by the Company foreign securities Laws in all material respects respects. The Company has not repurchased any shares of Company Capital Stock except in compliance with all applicable federal, state, foreign, or local Laws, including federal federal, state and state corporate foreign securities Laws and securities Lawsany agreements applicable thereto. There As of the Closing, there are no declared or accrued but unpaid dividends with respect to any shares of Company Common Capital Stock. Except for the Shares, the Company has no other capital stock authorized, issued or outstanding. (c) The Company has never adopted or maintained any plan providing for equity compensation of any Person. Except as set forth in this Section 3.4, as 2.2(c) of the date Schedule of this Agreement no shares of Company Common Stock, other equity securities, partnership interests or similar ownership interests or other voting securities of the Company or any securities exchangeable or convertible into or exercisable for such capital stock, other equity securities, partnership interests or similar ownership interests or other voting securities of the Company, were issued, reserved for issuance or outstanding. Except as set forth on Schedule 3.4(a), there are no 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 on Schedule 3.4Exceptions, the Company has never repurchased, redeemed or otherwise acquired or caused the repurchase, redemption or acquisition of not granted any shares of options to purchase Company Common Capital Stock or other securities of the Company, and there are no amounts owed or which may be owed to any Person by the Company as a result of any repurchase, redemption or acquisition of any shares of Company Common Stock or other securities of the Company. There is no claim or basis for such a claim to any portion of the Merger Consideration except as set forth in Schedule 1.2 by any current or former Shareholder, option holder or warrant holder of the Company, or any other Person. (i) Except for the Company’s 2006 Stock Plan (the “Company Option Plan”), as amended, the Company has never adopted, sponsored or maintained any type of stock option plan or any other plan or agreement providing for equity compensation to any Personaward. The Company Option Plan has been duly authorized, approved and adopted by the Company’s Board of Directors and the Shareholders and is in full force and effect. The Company has reserved for issuance to Employees of and consultants to the Company 2,000,000 shares of Company Common Stock under the Company Option Plan, of which options to purchase 430,000 shares of Company Common Stock have been granted and are outstanding (each, a “Company Option”). Except as set forth on Schedule 3.4, all outstanding Company Options have been offered, issued and delivered by the Company in all material respects in compliance with all applicable Laws, including federal and state corporate and securities Laws, and in compliance with the terms and conditions of the Company Option Plan. Schedule 3.4(a)(i) sets forth for each outstanding Company Option, the name of the holder of such option, the domicile address of such holder, an indication of whether such holder is an Employee of the Company, the date of grant or issuance of such option, the number of shares of Company Common Stock subject to such option, the exercise price of such option, the vesting schedule for such option, including the extent vested on the date of this Agreement and whether and to what extent the exercisability of such option will be accelerated and become exercisable as a result of the transactions contemplated by this Agreement, and whether such Company Option is or is not an incentive stock option as defined in Section 422 of the Code. (ii) The Company has outstanding warrants for the purchase of shares of Company Common Stock (each, a “Company Warrant”). All Company Warrants have been offered, issued and delivered by the Company in all material respects in compliance with all applicable Laws, including federal and state corporate and securities Laws. Schedule 3.4(a)(ii) sets forth for each outstanding Company Warrant, the name of the holder of such Company Warrant, the domicile address of such holder, an indication of whether such holder is an Employee of the Company, the date of grant or issuance of such Company Warrant, the number of shares of Company Common Stock subject to such Company Warrant, the exercise price of such Company Warrant, the vesting schedule for such Company Warrant, including the extent vested to the date of this Agreement and whether and to what extent the exercisability of such Company Warrant will be accelerated and become exercisable as a result of the transactions contemplated by this Agreement. (iii) Except for the Company Options and Company Warrants, there There are no Company Stock Rights outstanding options, warrants, calls, rights, commitments or agreements of any character, written or oral, to which the Company is a party or by which it is bound, obligating the Company to issue, deliver, sell, repurchase or redeem, or cause to be issued, delivered, sold, repurchased or redeemed, any Company Common Stock or any capital stock or equity or other ownership interest shares of the Company Capital Stock or obligating the Company to grant, extend, accelerate the vesting of, change the price of, otherwise amend or enter into any such Company Stock Rightoption, warrant, call, right, commitment or agreement. There Except as set forth in Section 2.2(c) of the Schedule of Exceptions, there are no outstanding or authorized stock appreciation, stock unit, phantom stock, profit participation, participation or other similar rights rights, written or oral, with respect to the Company. (b) Except for . The Company is not a party to, and as of the agreements or understandings set forth on Schedule 3.4(b) (collectivelydate hereof, to the “Shareholder Voting Agreements”)Knowledge of the Company, there are no (i) other voting trusts, proxies, or other agreements or understandings with respect to the voting stock of the Company to which other than the Company is a party, by which the Company is bound, or of which the Company has knowledge, or (ii) agreements or understandings to which the Company is a party, by which the Company is bound, or of which the Company has knowledge relating to the registration, sale or transfer (including agreements relating to rights of first refusal, “co-sale” rights or “drag-along” rights) of any Company Common Stock. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby and thereby does not implicate any rights or obligations under the Shareholder Voting Agreements that have not been complied with or waived. The Shareholders of Company Common Stock and Company Stock Rights have been or will be properly given, or shall have properly waived, any required notice prior to the transactions contemplated hereinStockholders’ Agreement.

Company Capital Structure. (a) Immediately prior to As of the transactions contemplated hereunderdate hereof, the authorized capital stock of the Company consists of (i) 10,000,000 30,000,000 shares of Company Common Stock, $0.00001 par value $0.001 per share (“Common Stock”) share, 4,315,068 shares of which 8,000,000 are issued and outstanding (which such amounts include the shares issuable upon exercise as of the Company Options on the Closing Date). The Company Common Stock, including all shares subject to the Company’s right date of repurchase, is held this Agreement and owned of record beneficially by the Persons with the addresses holders and in the amounts and represented by the certificates set forth on Section 2.2(a)(1) of the Company Schedule 3.4(a)of Exceptions, and 21,000,000 shares of Company Series A Preferred Stock, par value $0.001 per share, all of which are designated Series A Preferred Stock, all of which are issued and outstanding as of the date of this Agreement and owned of record by the holders and in the amounts set forth on Section 2.2(a)(2) of the Company Schedule of Exceptions. All shares of Company Series A Preferred Stock are convertible into shares of Company Common Stock on a 1:1 basis. All outstanding shares of Company Common Capital Stock (i) have been are duly authorized authorized, validly issued, fully paid and validly issued and are fully paid, non-assessable and not subject to preemptive rights or similar rights created by statute, the Company’s Articles of IncorporationCompany Charter Documents, the By-Laws of the Company or any agreement or document Contract to which the Company is a party or by which it is bound, and (ii) have been offeredissued, soldin all material respects, issued in compliance with applicable federal, state and delivered by the foreign Laws. The Company has not repurchased any shares of Company Capital Stock except in compliance in all material respects in compliance with all applicable federal, state, foreign and local Laws, including federal federal, state and state corporate and foreign securities Laws, and any Contracts applicable thereto. There are no declared or accrued but unpaid dividends with respect to any shares of Company Common Capital Stock. Except Other than as set forth disclosed in the Schedules referred to in this Section 3.4, as of the date of this Agreement no shares of Company Common Stock, other equity securities, partnership interests or similar ownership interests or other voting securities of the Company or any securities exchangeable or convertible into or exercisable for such capital stock, other equity securities, partnership interests or similar ownership interests or other voting securities of the Company, were issued, reserved for issuance or outstanding. Except as set forth on Schedule 3.4(a2.2(a), there are no 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 on Schedule 3.4, the Company has never repurchasedno capital stock authorized, redeemed issued or otherwise acquired or caused outstanding. Other than as disclosed in the repurchaseSchedules referred to in this Section 2.2(a), redemption or acquisition of no vesting provisions applicable to any shares of Company Common Stock Options or other securities of the Company, and there are no amounts owed or which may be owed to any Person by the Company as a result of any repurchase, redemption or acquisition of any shares of Company Common Stock or other securities of the Company. There is no claim or basis for such a claim to any portion of the Merger Consideration except as set forth in Schedule 1.2 by any current or former Shareholder, option holder or warrant holder of the Company, or any other Person. (i) Except for the Company’s 2006 Stock Plan (the “Company Option Plan”), as amended, the Company has never adopted, sponsored or maintained any stock option plan or any other plan or agreement providing for equity compensation to any Person. The Company Option Plan has been duly authorized, approved and adopted by the Company’s Board of Directors and the Shareholders and is in full force and effect. The Company has reserved for issuance to Employees of and consultants to the Company 2,000,000 shares of Company Common Stock under the Company Option Plan, of which options rights to purchase 430,000 shares of Company Common Capital Stock have been granted and are outstanding (each, a “Company Option”). Except as set forth on Schedule 3.4, all outstanding Company Options have been offered, issued and delivered by the Company in all material respects in compliance with all applicable Laws, including federal and state corporate and securities Laws, and in compliance with the terms and conditions of the Company Option Plan. Schedule 3.4(a)(i) sets forth for each outstanding Company Option, the name of the holder of such option, the domicile address of such holder, an indication of whether such holder is an Employee of the Company, the date of grant or issuance of such option, the number of shares of Company Common Stock subject to such option, the exercise price of such option, the vesting schedule for such option, including the extent vested on the date of this Agreement and whether and to what extent the exercisability of such option will be accelerated and become exercisable as a result of the transactions contemplated by this Agreement, and whether such Company Option is or is not an incentive stock option as defined in Section 422 of the Code. (ii) The Company has outstanding warrants for the purchase of shares of Company Common Stock (each, a “Company Warrant”). All Company Warrants have been offered, issued and delivered by the Company in all material respects in compliance with all applicable Laws, including federal and state corporate and securities Laws. Schedule 3.4(a)(ii) sets forth for each outstanding Company Warrant, the name of the holder of such Company Warrant, the domicile address of such holder, an indication of whether such holder is an Employee of the Company, the date of grant or issuance of such Company Warrant, the number of shares of Company Common Stock subject to such Company Warrant, the exercise price of such Company Warrant, the vesting schedule for such Company Warrant, including the extent vested to the date of this Agreement and whether and to what extent the exercisability of such Company Warrant will be accelerated and become exercisable accelerate as a result of the transactions contemplated by this Agreement. (b) Except for the Company’s 2017 Stock Incentive Plan (the “Plan”), the Company has never adopted or maintained any stock option plan or other plan providing for equity compensation of any Person. The Company has never granted any options to purchase Company Capital Stock or any other type of stock award other than pursuant to the Plan. The Company has reserved 2,054,794 shares of Company Common Stock for issuance to officers, directors, employees and consultants of the Company pursuant to the Plan. Of such reserved shares of Company Common Stock, (i) 1,811,892 shares of which are issuable, as of the date hereof, upon the exercise of outstanding, unexercised options granted under the Plan, (ii) no shares of which have been issued, as of the date hereof, upon the exercise of options granted under the Plan, and (iii) no shares have been issued, as of the date hereof, pursuant to restricted stock agreements under the Plan. For each outstanding Company Option or other stock award granted under the Plan or otherwise, Section 2.2(b) of the Company Schedule of Exceptions sets forth, as of the date of this Agreement, the name of the holder of such Company Option or stock award, the domicile address of such holder, the grant date, the vesting commencement date (if different from the grant date), the number and type of shares of Company Capital Stock issuable upon the exercise of such Company Option or stock award, the exercise price of such Company Option or the value at which such stock award was granted, the type of Company Option or stock award (including, in the case of options, whether an option is intended to qualify as an incentive stock option as defined in Section 422 of the Code), the vesting schedule for such Company Option or stock award, including the extent vested to date and to be vested as of the Effective Time (reflecting the passage of time and any acceleration of vesting for such option or stock award that would result upon the consummation of the transactions contemplated by this Agreement and an explanation of any acceleration feature) and special acceleration of vesting, if any, as disclosed in Section 2.2(b) of the Company Schedule of Exceptions. All such Company Options and other stock awards have been issued in compliance in all material respects with all applicable federal, state and foreign Laws and all applicable Contracts. The form(s) of agreement pursuant to which such Company Options have been issued are attached to the Company Schedule of Exceptions as Section 2.2(b)(1). Section 2.2(b) of the Company Schedule of Exceptions also indicates which holders of Company Options have executed which form of agreement as to which of such securities. (c) Except for the Company Options and other stock awards identified in Section 2.2(b) of the Company WarrantsSchedule of Exceptions and the conversion rights of the Company Series A Preferred Stock, there are no Company Stock Rights options, warrants, calls, rights, resolutions, commitments or agreements Contracts of any character, written or oral, to which the Company is a party or by which it is bound, obligating the Company to issue, deliver, sell, repurchase or redeem, or cause to be issued, delivered, sold, repurchased or redeemed, any Company Common Stock or any shares of the capital stock or equity or other ownership interest of the Company or obligating the Company to grant, extend, accelerate the vesting of, change the price of, otherwise amend or enter into any such option, warrant, call, right, commitment or Contract. No event has occurred, and no condition or circumstance exists, that would reasonably be expected to give rise to or provide a reasonable basis for the assertion of a claim by any Person to the effect that such Person is entitled to acquire or receive any shares of Company Capital Stock Rightor other securities of the Company. There are no outstanding or authorized stock appreciation, stock unit, phantom stock, profit participation, participation or other similar rights with respect to the Company. (b. As a result of the Merger, Parent will be the sole record and beneficial holder of all issued and outstanding shares of Company Capital Stock and all rights to acquire or receive any shares of Company Capital Stock. As of the Effective Time, no former holder of a Company Option will have any rights with respect to such Company Option other than as contemplated by Section 1.6(b) hereof. Except for the agreements or understandings set forth that certain Voting Agreement listed on Schedule 3.4(b6.2(f) (collectivelyof the Company Schedule of Exceptions, the “Shareholder Voting Agreements”)Company is not a party to, and as of the date hereof, there are no (i) other voting trusts, proxies, or other agreements Contracts or understandings with respect to the voting stock of the Company to which the Company is a party, by which the Company is bound, or of which the Company has knowledge, or (ii) agreements or understandings to which the Company is a party, by which the Company is bound, or of which the Company has knowledge relating to the registration, sale or transfer (including agreements relating to rights of first refusal, “co-sale” rights or “drag-along” rights) of any Company Common Stock. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby and thereby does not implicate any rights or obligations under the Shareholder Voting Agreements that have not been complied with or waived. The Shareholders of Company Common Stock and Company Stock Rights have been or will be properly given, or shall have properly waived, any required notice prior to the transactions contemplated hereinCompany.

Company Capital Structure. (a) Immediately prior to the transactions contemplated hereunder, the The authorized capital stock of the Company consists solely of Ten Million (i10,000,000) 10,000,000 shares of authorized Company Common Stock, $0.00001 par value per share (“Common Stock”) of which 8,000,000 SIX MILLION ONE HUNDRED SIXTY THOUSAND (6,160,000) shares are outstanding on the date hereof. No other shares have been authorized or designated as a series or are issued and outstanding (which such amounts include the shares issuable upon exercise as of the Company Options on date hereof. On the Closing Date). The date hereof, the Company Common Stock, including all shares subject to the Company’s right of repurchase, Stock is held of record and beneficially by the Persons persons, with the addresses of record and in the amounts and represented by with the certificates corresponding certificate numbers set forth on Schedule 3.4(a2.2(a). All outstanding shares of Company Common Stock (i) have been are duly authorized authorized, validly issued, fully paid and validly issued and are fully paid, non-assessable and not subject to preemptive rights or similar rights created by statute, the Company’s Articles of Incorporation, the By-Laws Incorporation or Bylaws of the Company or Company, any agreement or document to which the Company is a party or by which it is bound, and (ii) have been offered, sold, issued and delivered by bound or otherwise. None of the Company in all material respects in compliance with all applicable Laws, including federal and state corporate and securities Laws. There are no declared or accrued but unpaid dividends with respect to any shares of Company Common Stock. Except Stock is subject to any right of repurchase by the Company, except as set forth in this Section 3.4, as of the date of this Agreement no shares of Company Common Stock, other equity securities, partnership interests or similar ownership interests or other voting securities of the Company or any securities exchangeable or convertible into or exercisable for such capital stock, other equity securities, partnership interests or similar ownership interests or other voting securities of the Company, were issued, reserved for issuance or outstanding. Schedule 2.2(a). (b) Except as set forth on Schedule 3.4(a)2.2(b) and except as otherwise permitted by the terms of this Agreement, on the date hereof there are no bondsnot outstanding, debenturesand on the Closing Date there will not be outstanding (i) any options, notes warrants or other indebtedness of rights to purchase from 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 on Schedule 3.4, the Company has never repurchased, redeemed or otherwise acquired or caused the repurchase, redemption or acquisition of any shares of Company Common Stock capital stock or other securities of the Company, and there are no amounts owed (ii) any securities convertible into or which may be owed to exchangeable for shares of such capital stock or securities or (iii) any Person by other commitments or rights of any kind for the Company to issue additional shares of capital stock, options, warrants or other securities. Such schedule sets forth a correct and complete list of each of the foregoing as of the date hereof, including the record and beneficial holder thereof, a description of the nature of such security, the amount of securities held, the exercise, conversion or exchange rights relating thereto, including a schedule of vesting, and the type and amount of securities into which such securities are exercisable, convertible or exchangeable. No Company Option shall accelerate solely as a result of any repurchase, redemption or acquisition of any shares of Company Common Stock or other securities of the Company. There is no claim or basis for such a claim to any portion consequence of the Merger Consideration except as set forth in Schedule 1.2 by any current or former Shareholder, option holder or warrant holder of the Company, or any other Person. (i) Except for the Company’s 2006 Stock Plan (the “Company Option Plan”), as amended, the Company has never adopted, sponsored or maintained any stock option plan or any other plan or agreement providing for equity compensation to any Person. The Company Option Plan has been duly authorized, approved and adopted by the Company’s Board of Directors and the Shareholders and is in full force and effect. The Company has reserved for issuance to Employees of and consultants to the Company 2,000,000 shares of Company Common Stock under the Company Option Plan, of which options to purchase 430,000 shares of Company Common Stock have been granted and are outstanding (each, a “Company Option”). Except as set forth on Schedule 3.4, all outstanding Company Options have been offered, issued and delivered by the Company in all material respects in compliance with all applicable Laws, including federal and state corporate and securities Laws, and in compliance with the terms and conditions of the Company Option Plan. Schedule 3.4(a)(i) sets forth for each outstanding Company Option, the name of the holder of such option, the domicile address of such holder, an indication of whether such holder is an Employee of the Company, the date of grant or issuance of such option, the number of shares of Company Common Stock subject to such option, the exercise price of such option, the vesting schedule for such option, including the extent vested on the date of this Agreement and whether and to what extent the exercisability of such option will be accelerated and become exercisable as a result of the transactions contemplated by this Agreement, and whether such Company Option is or is not an incentive stock option as defined in Section 422 of the Code. (ii) The Company has outstanding warrants for the purchase of shares of Company Common Stock (each, a “Company Warrant”). All Company Warrants have been offered, issued and delivered by the Company in all material respects in compliance with all applicable Laws, including federal and state corporate and securities Laws. Schedule 3.4(a)(ii) sets forth for each outstanding Company Warrant, the name of the holder of such Company Warrant, the domicile address of such holder, an indication of whether such holder is an Employee of the Company, the date of grant or issuance of such Company Warrant, the number of shares of Company Common Stock subject to such Company Warrant, the exercise price of such Company Warrant, the vesting schedule for such Company Warrant, including the extent vested to the date of this Agreement and whether and to what extent the exercisability of such Company Warrant will be accelerated and become exercisable as a result of the transactions contemplated by this Agreement. (iii) Except for the Company Options and Company Warrants, there are no Company Stock Rights or agreements of any character, written or oral, obligating the Company to issue, deliver, sell, repurchase or redeem, or cause to be issued, delivered, sold, repurchased or redeemed, any Company Common Stock or any capital stock or equity or other ownership interest of the Company or obligating the Company to grant, extend, accelerate the vesting of, change the price of, otherwise amend or enter into any such Company Stock Right. There are no outstanding or authorized stock appreciation, phantom stock, profit participation, or other similar rights with respect to the Company. (b) Except for the agreements or understandings set forth on Schedule 3.4(b) (collectively, the “Shareholder Voting Agreements”), there are no (i) voting trusts, proxies, or other agreements or understandings with respect to the voting stock of the Company to which the Company is a party, by which the Company is bound, or of which the Company has knowledge, or (ii) agreements or understandings to which the Company is a party, by which the Company is bound, or of which the Company has knowledge relating to the registration, sale or transfer (including agreements relating to rights of first refusal, “co-sale” rights or “drag-along” rights) of any Company Common Stock. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby and thereby does not implicate any rights or obligations under the Shareholder Voting Agreements that have not been complied with or waived. The Shareholders of Company Common Stock and Company Stock Rights have been or will be properly given, or shall have properly waived, any required notice prior to the transactions contemplated herein.

Company Capital Structure. (a) Immediately prior to As of the transactions contemplated hereunderdate of this Agreement, the authorized share capital stock of the Company consists of (i) 10,000,000 shares an unlimited number of Company Common StockShares, $0.00001 par value per share (“Common Stock”) an unlimited number of Class A Preferred Shares and an unlimited number of Class B Preferred Shares, issuable in series, of which 8,000,000 13,228,882 Company Common Shares, no Class A Preferred Shares and no Class B Preferred Shares are issued and outstanding (which such amounts include as of the shares issuable upon exercise date hereof. Immediately after the amalgamation of the Company Options on and the Closing Date). The Holdcos pursuant to the Plan of Arrangement but before completion of the Arrangement, the authorized capital share of the Company shall consist of an unlimited number of Company Common StockShares, including all shares subject of which 14,288,133 Company Common Shares will be issued and outstanding (assuming (i) no Rights to Acquire Company Shares are exercised in accordance with their terms prior to the Company’s right of repurchaseEffective Time, is held of record beneficially by the Persons with the addresses and (ii) no Class A Preferred Shares in the amounts capital of Holdco 1 are redeemed prior to the Effective Time and represented by the certificates set forth on Schedule 3.4(a(iii) a currency exchange rate of 1:1). All issued and outstanding shares of Company Common Stock (i) Shares have been been, or will be, duly authorized and validly issued issued, are, or will be, fully paid and are fully paid, non-assessable and were not, or will not subject to preemptive rights be, issued in violation of any pre-emptive or similar rights created by statute, the Company’s Articles of IncorporationCompany Articles, the By-Laws of the Company Bylaws or any agreement or document Contract to which the Company is a party or by which it is bound, and (ii) have been offeredbeen, soldor will be, issued and delivered by the Company in all material respects in compliance with all applicable Laws, including federal and state corporate and securities Laws. Section 4.3(a) of the Company Disclosure Schedule sets forth, as of the date hereof and immediately after the amalgamation of the Company and the Holdcos pursuant to the Plan of Arrangement but before completion of the Arrangement, the name of each Company Shareholder, the number of Company Shares held by each such Company Shareholder and the domicile address and facsimile number (if available) of each such Company Shareholder. There are no declared accrued or accrued but unpaid dividends with respect to any shares of issued and outstanding Company Common Stock. Except as set forth in this Section 3.4, as of the date of this Agreement no shares of Company Common Stock, other equity securities, partnership interests or similar ownership interests or other voting securities of the Company or any securities exchangeable or convertible into or exercisable for such capital stock, other equity securities, partnership interests or similar ownership interests or other voting securities of the Company, were issued, reserved for issuance or outstanding. Shares. (b) Except as set forth on Schedule 3.4(a)Section 4.3(b) of the Company Disclosure Schedule, there are no bondsoutstanding options, debentureswarrants, notes convertible securities, calls, rights of conversion or other indebtedness of the Company having the right to vote (rights, agreements, arrangements 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 on Schedule 3.4, the Company has never repurchased, redeemed or otherwise acquired or caused the repurchase, redemption or acquisition commitments of any shares of Company Common Stock kind or other securities of the Companycharacter, and there are no amounts owed or which may be owed to any Person by the Company as a result of any repurchase, redemption or acquisition of any shares of Company Common Stock or other securities of the Company. There is no claim or basis for such a claim to any portion of the Merger Consideration except as set forth in Schedule 1.2 by any current or former Shareholder, option holder or warrant holder of the Company, or any other Person. (i) Except for the Company’s 2006 Stock Plan (the “Company Option Plan”), as amended, the Company has never adopted, sponsored or maintained any stock option plan or any other plan or agreement providing for equity compensation to any Person. The Company Option Plan has been duly authorized, approved and adopted by the Company’s Board of Directors and the Shareholders and is in full force and effect. The Company has reserved for issuance to Employees of and consultants relating to the Company 2,000,000 shares of Company Common Stock under the Company Option Plan, of which options to purchase 430,000 shares of Company Common Stock have been granted and are outstanding (each, a “Company Option”). Except as set forth on Schedule 3.4, all outstanding Company Options have been offered, issued and delivered by the Company in all material respects in compliance with all applicable Laws, including federal and state corporate and securities Laws, and in compliance with the terms and conditions of the Company Option Plan. Schedule 3.4(a)(i) sets forth for each outstanding Company Option, the name of the holder of such option, the domicile address of such holder, an indication of whether such holder is an Employee of the Company, the date of grant or issuance of such option, the number of shares of Company Common Stock subject to such option, the exercise price of such option, the vesting schedule for such option, including the extent vested on the date of this Agreement and whether and to what extent the exercisability of such option will be accelerated and become exercisable as a result of the transactions contemplated by this Agreement, and whether such Company Option is or is not an incentive stock option as defined in Section 422 of the Code. (ii) The Company has outstanding warrants for the purchase of shares of Company Common Stock (each, a “Company Warrant”). All Company Warrants have been offered, issued and delivered by the Company in all material respects in compliance with all applicable Laws, including federal and state corporate and securities Laws. Schedule 3.4(a)(ii) sets forth for each outstanding Company Warrant, the name of the holder of such Company Warrant, the domicile address of such holder, an indication of whether such holder is an Employee of the Company, the date of grant or issuance of such Company Warrant, the number of shares of Company Common Stock subject to such Company Warrant, the exercise price of such Company Warrant, the vesting schedule for such Company Warrant, including the extent vested to the date of this Agreement and whether and to what extent the exercisability of such Company Warrant will be accelerated and become exercisable as a result of the transactions contemplated by this Agreement. (iii) Except for the Company Options and Company Warrants, there are no Company Stock Rights or agreements of any character, written or oral, Shares obligating the Company to issue, deliver, deliver or sell, repurchase or redeem, or cause to be issued, delivered, delivered or sold, repurchased or redeemed, any Company Common Stock Shares (collectively, “Rights to Acquire Company Shares”). (c) There are: (i) no rights, agreements, arrangements or commitments of any kind or character, whether written or oral, relating to the capital stock or equity or other ownership interest of the Company to which the Company is a party, or by which it is bound, obligating the Company to grantrepurchase, extend, accelerate the vesting of, change the price of, redeem or otherwise amend or enter into acquire any such issued and outstanding Company Stock Right. There are Shares; (ii) no outstanding or authorized stock share appreciation, phantom stockshare, profit participation, or other similar rights with respect to the Company. ; (biii) Except for the agreements or understandings set forth on Schedule 3.4(b) (collectively, the “Shareholder Voting Agreements”), there are no (i) voting trusts, proxiesshareholder agreements, proxies or other agreements or understandings with respect to the voting stock of the Company in effect to which the Company is a party, by which party with respect to the governance of the Company is bound, or the voting or transfer of which the any Company has knowledge, Shares; or (iiiv) agreements or understandings to which the Company is a party, by which the Company is bound, or of which the Company has knowledge party relating to the registration, sale or transfer (including agreements relating to rights of first refusal, “co-sale” sale rights or “drag-along” along rights) of any Company Common Stock. The execution and delivery of this Agreement and the consummation Shares. (d) As a result of the transactions contemplated hereby and thereby does not implicate any rights or obligations under the Shareholder Voting Agreements that have not been complied with or waived. The Shareholders Arrangement, as of Company Common Stock and Company Stock Rights have been or Closing, Acquisition Sub will be properly given, or shall have properly waived, any required notice prior to the transactions contemplated hereinsole registered and beneficial holder of all issued and outstanding Company Shares.

Company Capital Structure. (a) Immediately prior to the transactions contemplated hereunder, the The authorized capital stock of the Company consists of (i) 10,000,000 25,000,000 shares of Company Common Stock, $0.00001 par value per share (“Common Stock”) of which 8,000,000 13,763,661 shares are issued and outstanding as of the date hereof and (ii) 2,500,000 shares of Company Preferred Stock, of which such amounts include 2,500,000 shares are designated Series A Preferred Stock, of which 1,852,749 are issued and outstanding as of the shares issuable upon exercise date hereof. As of the date hereof, the capitalization of the Company Options is as set forth in Section 2.2(a) of the Disclosure Schedule. Assuming the same total capitalization as on the Closing Date). The date hereof, the total number of shares of Company Common Stock outstanding as of immediately prior to the Effective Time (assuming the conversion, exercise or exchange of all securities convertible into, or exercisable or exchangeable for, shares of Company Common Stock, including and the exercise of all shares subject to Company Options) will be as set forth in Section 2.2(a) of the Company’s right of repurchase, Disclosure Schedule. The Company Capital Stock is held of record beneficially by the Persons persons with the domicile addresses and in the amounts and represented by the certificates set forth on Schedule 3.4(a)in Section 2.2(a) of the Disclosure Schedule. All outstanding shares of Company Common Capital Stock (i) have been are duly authorized authorized, validly issued, fully paid and validly issued and are fully paid, non-assessable and not subject to preemptive rights or similar rights created by statute, the Company’s Articles articles of Incorporation, the By-Laws incorporation or bylaws of the Company Company, or any agreement or document to which the Company is a party or by which it is bound, . All outstanding shares of Company Capital Stock and (ii) Company Options have been offered, sold, issued or repurchased (in the case of shares that were outstanding and delivered repurchased by the Company in all material respects Company) in compliance with all applicable Lawsfederal, state, foreign or local statutes, laws, rules or regulations, including federal and state corporate securities laws. The Company has not, and securities Lawswill not have, suffer or incur any, liability (contingent or otherwise) or Loss (as defined in Section 7.2(a)) relating to or arising out of the issuance or repurchase of any Company Capital Stock or Company Options. The designations, powers, preferences, rights, qualifications, limitations and restrictions in respect of the Company Preferred Stock are as set forth in the Company's Articles of Incorporation. There are not outstanding any adjustments made or required to be made to the conversion rates applicable to Company Preferred Stock set forth in the Company's Articles of Incorporation. There are no declared or accrued but unpaid dividends with respect to any shares of Company Common Stock. Except as set forth in this Section 3.4The Company has no other capital stock authorized, as issued or outstanding. The requisite vote required to approve the Merger under applicable law, the Company's Articles of Incorporation, the Company's Bylaws, and any other agreement to which the Company or any other shareholder of the date Company is bound is as follows: the affirmative vote of this Agreement no a majority of the outstanding shares of Company Common Stock and a majority of the outstanding shares of Company Preferred Stock, other equity securitieseach voting as a separate class. Each share of Company Preferred Stock is convertible to Company Common Stock on a one-to-two basis and as of the Effective Time, partnership interests or similar ownership interests or other voting securities each share of Company Preferred Stock will be converted to Company Common Stock. Holders of Company Common Stock and Company Preferred Stock sufficient to approve the Merger, each of whom is an "affiliate" of the Company or any securities exchangeable or convertible into or exercisable for such capital stockas defined in Rule 12b-2 promulgated under the Securities Exchange Act of 1934, other equity securities, partnership interests or similar ownership interests or other voting securities of as amended (the Company, were issued, reserved for issuance or outstanding. Except as set forth on Schedule 3.4(a"Exchange Act"), there are no bondshave each executed a Voting Agreement or, debenturesin the case of NEC, notes or other indebtedness of the Company having Shareholder Agreement. (b) Except for 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 on Schedule 3.4Plans, the Company has never repurchased, redeemed or otherwise acquired or caused the repurchase, redemption or acquisition of any shares of Company Common Stock or other securities of the Company, and there are no amounts owed or which may be owed to any Person by the Company as a result of any repurchase, redemption or acquisition of any shares of Company Common Stock or other securities of the Company. There is no claim or basis for such a claim to any portion of the Merger Consideration except as set forth in Schedule 1.2 by any current or former Shareholder, option holder or warrant holder of the Company, or any other Person. (i) Except for the Company’s 2006 Stock Plan (the “Company Option Plan”), as amended, the Company has never adopted, sponsored adopted or maintained any stock option plan or any other plan or agreement providing for equity compensation to of any Person. The Company Option Plan has been duly authorized, approved and adopted by the Company’s Board of Directors and the Shareholders and is in full force and effectperson. The Company has reserved for issuance to Employees of and consultants to the Company 2,000,000 17,966,000 shares of Company Common Stock for issuance to employees and directors of, and consultants to, the Company upon the exercise of options granted under the Company Option PlanPlans, of which (i) 3,676,765 shares are issuable, as of the date hereof, upon the exercise of outstanding, unexercised options to purchase 430,000 granted under the Plans, and (ii) 13,886,883 shares of Company Common Stock have been granted and are outstanding (eachissued, a “Company Option”). Except as set forth on Schedule 3.4, all outstanding Company Options have been offered, issued and delivered by the Company in all material respects in compliance with all applicable Laws, including federal and state corporate and securities Laws, and in compliance with the terms and conditions of the Company Option Plandate hereof, upon the exercise of options granted under the Plans. Section 2.2(b) of the Disclosure Schedule 3.4(a)(i) sets forth (i) for each outstanding Company Option, the name of the holder of such option, the domicile address of such holder, an indication of whether such holder is an Employee of the Company, the date of grant or issuance of such option, the number of shares of Company Common Stock subject to issuable upon the exercise of such option, the exercise price of such option, the vesting schedule for such option, including the extent vested on the to date of this Agreement and whether and to what extent the exercisability vesting of such option will be accelerated and become exercisable as a result of by the transactions contemplated by this Agreement, and whether such Company Option option is or is not intended to qualify as an incentive stock option as defined in Section 422 of the Code. Code and (ii) The Company has outstanding warrants for the purchase of shares of Company Common Stock (each, a “Company Warrant”). All Company Warrants have been offered, issued and delivered by the Company in all material respects in compliance with all applicable Laws, including federal and state corporate and securities Laws. Schedule 3.4(a)(ii) sets forth for each outstanding Company Warrant, the name of the holder of such Company Warrant, the domicile address of such holder, an indication of whether such holder is an Employee right to repurchase shares in favor of the Company, the date name of grant or issuance of such Company WarrantShareholder, the number of shares of Company Common Stock subject to such Company Warrantrepurchase by the Company, the exercise price of at which such Company Warrantshares may be repurchased, the vesting schedule for by which such Company Warrantrepurchase right lapses, including the extent vested such repurchase right has lapsed to the date of this Agreement and whether and to what extent the exercisability lapsing of such Company Warrant the repurchase right will be accelerated and become exercisable as a result of by the transactions contemplated by this Agreement. (iii) . Except for the Company Options and Company WarrantsOptions, there are no Company Stock Rights options, warrants, calls, rights, commitments or agreements of any character, written or oral, to which the Company is a party or by which it is bound obligating the Company to issue, deliver, sell, repurchase or redeem, or cause to be issued, delivered, sold, repurchased or redeemed, any Company Common Stock or any shares of the capital stock or equity or other ownership interest of the Company or obligating the Company to grant, extend, accelerate the vesting of, change the price of, otherwise amend or enter into any such Company Stock Rightoption, warrant, call, right, commitment or agreement. There are no outstanding or authorized stock appreciation, phantom stock, profit participation, or other similar rights with respect to the Company. (b) . Except for the agreements or understandings set forth on Schedule 3.4(b) (collectively, the “Shareholder Voting Agreements”)as contemplated hereby, there are no (i) voting trusts, proxies, or other agreements or understandings with respect to the voting stock of the Company. As a result of the Merger, Parent will be the sole record and beneficial holder of all issued and outstanding Company Common Stock and all rights to which the Company is a party, by which the Company is bound, acquire or receive any shares of which the Company has knowledge, or (ii) agreements or understandings to which the Company is a party, by which the Company is bound, or of which the Company has knowledge relating to the registration, sale or transfer (including agreements relating to rights of first refusal, “co-sale” rights or “drag-along” rights) of any Company Common Stock. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby and thereby does , whether or not implicate any rights or obligations under the Shareholder Voting Agreements that have not been complied with or waived. The Shareholders such shares of Company Common Stock and Company Stock Rights have been or will be properly given, or shall have properly waived, any required notice prior to the transactions contemplated hereinare outstanding.

Company Capital Structure. (a) Immediately prior to the transactions contemplated hereunder, the authorized capital stock The issued and outstanding equity interests of the Company consists of (i) 10,000,000 shares of Company Common Stock, $0.00001 par value per share (“Common Stock”) of which 8,000,000 are issued and outstanding (which such amounts include the shares issuable upon exercise consist exclusively of the Company Options on the Closing Date)Units. The Company Common Stockdoes not have any equity or ownership interests of any kind authorized, including all shares subject to designated, issued or outstanding other than the Company’s right Units. All of repurchase, is held the Units are owned of record and beneficially by the Persons with Securityholder. Schedule I is a true and complete schedule of the addresses and in percentage of the amounts and represented Purchase Price to be received by the certificates set forth on Schedule 3.4(aSecurityholder and each Phantom Share Recipient. The Units are owned by the Securityholder free and clear of any and all Liens (other than restrictions pursuant to applicable securities Laws), and upon delivery of the Units hereunder, Buyer will acquire good and marketable title thereto, free and clear of any and all Liens (other than restrictions pursuant to applicable securities Laws). All outstanding shares rights and powers to vote the Units are held exclusively by the Securityholder. All of Company Common Stock the Units (i) have been duly authorized and validly issued and are fully paid, non-assessable and not subject to preemptive rights or similar rights created by statute, the Company’s Articles of Incorporation, the By-Laws of the Company Organizational Documents or any agreement or document to which the Company is a party or by which it is boundparty, and (ii) have been offered, sold, issued and delivered by the Company in all material respects in compliance with the terms of any applicable agreement or other understanding to which the Company is a party, the Organizational Documents of the Company and all applicable Laws. No shares of Company Capital Stock are subject to vesting or a right of repurchase or to a “substantial risk of forfeiture” within the meaning of Section 83 of the Code, including federal and state corporate duly and securities Laws. There are no declared or accrued but unpaid dividends properly completed elections under Code 83(b) were timely and properly filed with the IRS with respect to any shares of Company Common Stock. Capital Stock that at any time were subject to a “substantial risk of forfeiture” within the meaning of Section 83 of the Code. (b) (i) Except as set forth in this Section 3.4, as of the date of this Agreement no shares of Company Common Stock, other equity securities, partnership interests or similar ownership interests or other voting securities on Schedule 2.6(b) of the Company Disclosure Schedule, the Company has not adopted, sponsored or maintained any stock option plan, stock appreciations rights plan, or any securities exchangeable other plan, policy or convertible into agreement providing for equity or exercisable for such capital stock, other ownership interest compensation to any Person that is still in effect or with respect to which any equity securities, partnership interests instrument or similar ownership interests or other voting securities of the Company, were issued, reserved for issuance or right is outstanding. Except as set forth on Schedule 3.4(a), there are no bonds, debentures, notes or other indebtedness 2.6(b) of the Company having the right Disclosure Schedule, all stock option plans, stock appreciation rights plans or any other plans, policies or agreements providing for equity or ownership interest compensation 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 on Schedule 3.4, Person that the Company has never repurchased, redeemed or otherwise acquired or caused the repurchase, redemption or acquisition of any shares of Company Common Stock or other securities of the Company, and there are no amounts owed or which may be owed to any Person by the Company as a result of any repurchase, redemption or acquisition of any shares of Company Common Stock or other securities of the Company. There is no claim or basis for such a claim to any portion of the Merger Consideration except as set forth in Schedule 1.2 by any current or former Shareholder, option holder or warrant holder of the Company, or any other Person. (i) Except for the Company’s 2006 Stock Plan (the “Company Option Plan”), as amended, the Company has never ever adopted, sponsored or maintained any stock option plan or any other plan or agreement providing for equity compensation to any Person. The Company Option Plan has been duly authorized, approved and adopted by the Company’s Board of Directors and the Shareholders and is in full force and effect. The Company has reserved for issuance to Employees of and consultants to the Company 2,000,000 shares of Company Common Stock under the Company Option Plan, of which options to purchase 430,000 shares of Company Common Stock have been granted and are outstanding (each, a “Company Option”). Except as set forth on Schedule 3.4, all outstanding Company Options have been offered, issued and delivered by the Company in all material respects in compliance with all applicable Laws, including federal and state corporate and securities Laws, and in compliance with the terms and conditions of the Company Option Plan. Schedule 3.4(a)(i) sets forth for each outstanding Company Option, the name of the holder of such option, the domicile address of such holder, an indication of whether such holder is an Employee of the Company, the date of grant or issuance of such option, the number of shares of Company Common Stock subject to such option, the exercise price of such option, the vesting schedule for such option, including the extent vested on the date of this Agreement and whether and to what extent the exercisability of such option will be accelerated and become exercisable as a result of the transactions contemplated by this Agreement, and whether such Company Option is or is not an incentive stock option as defined in Section 422 of the Code. (ii) The Company has outstanding warrants for the purchase of shares of Company Common Stock (each, a “Company Warrant”). All Company Warrants have been offered, issued and delivered by the Company in all material respects in compliance with all applicable Laws, including federal and state corporate and securities Laws. Schedule 3.4(a)(ii) sets forth for each outstanding Company Warrant, the name of the holder of such Company Warrant, the domicile address of such holder, an indication of whether such holder is an Employee of the Company, the date of grant or issuance of such Company Warrant, the number of shares of Company Common Stock subject to such Company Warrant, the exercise price of such Company Warrant, the vesting schedule for such Company Warrant, including the extent vested to the date of this Agreement and whether and to what extent the exercisability of such Company Warrant will be accelerated and become exercisable as a result of the transactions contemplated by this Agreement. (iii) Except for the Company Options and Company Warrants, there are no Company Stock Rights or agreements of any character, written or oral, obligating the Company to issue, deliver, sell, repurchase or redeem, or cause to be issued, delivered, sold, repurchased or redeemed, any Company Common Stock or any capital stock or equity or other ownership interest of the Company or obligating the Company to grant, extend, accelerate the vesting of, change the price of, otherwise amend or enter into any such Company Stock Right. There are no outstanding or authorized stock appreciation, phantom stock, profit participation, or other similar rights with respect to the Company. (b) Except for the agreements or understandings set forth on Schedule 3.4(b) (collectively, the “Shareholder Voting AgreementsPrior Plans”), there are no (i) voting trusts, proxies, or other agreements or understandings with respect to the voting stock have been terminated by proper action of the Company to which the Board, and there are currently no Company is a partySecurities or Security Rights thereto, by which the Company is bound, or of which the Company has knowledge, or (ii) agreements or understandings to which the Company is a party, by which the Company is bound, or of which the Company has knowledge relating to the registration, sale or transfer (including agreements relating to rights of first refusal, “co-sale” rights or “drag-along” rights) of outstanding under any Company Common Stock. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby and thereby does not implicate any rights or obligations under the Shareholder Voting Agreements that have not been complied with or waived. The Shareholders of Company Common Stock and Company Stock Rights have been or will be properly given, or shall have properly waived, any required notice prior to the transactions contemplated hereinPrior Plans.

Company Capital Structure. (a) Immediately prior to the transactions contemplated hereunder, the The authorized capital stock of the Company consists of (i) 10,000,000 1,500,000,000 shares of Company Common StockStock and 10,000,000 shares of preferred stock, $0.00001 par value $0.001 per share share, (“"COMPANY PREFERRED STOCK"). At the close of business on December 20, 2002, (i) 162,847,127 shares of Company Common Stock”) Stock were issued and outstanding, none of which 8,000,000 shares are unvested or are subject to a repurchase option, risk of forfeiture or other condition providing that such shares may be forfeited or repurchased by the Company or otherwise vest upon any termination of stockholder's or grantee's employment, directorship or other relationship with the Company or any of its subsidiaries under the terms of any restricted stock purchase agreement or other agreement with the Company, (ii) no shares of Company Common Stock were held by the Company in its treasury or by any direct or indirect subsidiary of the Company, and (iii) no shares of Company Preferred Stock were issued and outstanding (which such amounts include the shares issuable upon exercise of the Company Options on the Closing Date). The Company Common Stock, including all shares subject to the Company’s right of repurchase, is held of record beneficially by the Persons with the addresses and in the amounts and represented by the certificates set forth on Schedule 3.4(a)outstanding. All outstanding shares of Company Common Stock (i) have been are duly authorized authorized, validly issued, fully paid and validly issued nonassessable and are fully paid, non-assessable and not subject to preemptive rights or similar rights created by statuteunder the DGCL, the Company’s Articles certificate of Incorporation, the By-Laws incorporation or bylaws of the Company or any agreement or document to which the Company is a party or by which it or its assets is bound. As of December 20, and 2002 (iii) have been offered, sold, issued and delivered by the Company in all material respects in compliance with all applicable Laws, including federal and state corporate and securities Laws. There are no declared or accrued but unpaid dividends with respect to any shares of Company Common Stock. Except as set forth in this Section 3.4, as of the date of this Agreement no shares of Company Common Stock, other equity securities, partnership interests or similar ownership interests or other voting securities of the Company or any securities exchangeable or convertible into or exercisable for such capital stock, other equity securities, partnership interests or similar ownership interests or other voting securities of the Company, were issued, reserved for issuance or outstanding. Except as set forth on Schedule 3.4(a), there are no 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 on Schedule 3.4, the Company has never repurchased, redeemed or otherwise acquired or caused the repurchase, redemption or acquisition of any 20,276,299 shares of Company Common Stock or other securities of the Company, and there are no amounts owed or which may be owed subject to any Person by the Company as a result of any repurchase, redemption or acquisition of any shares of Company Common Stock or other securities of the Company. There is no claim or basis for such a claim issuance pursuant to any portion of the Merger Consideration except as set forth in Schedule 1.2 by any current or former Shareholder, option holder or warrant holder of the Company, or any other Person. (i) Except for the Company’s 2006 Stock Plan (the “Company Option Plan”), as amended, the Company has never adopted, sponsored or maintained any stock option plan or any other plan or agreement providing for equity compensation outstanding options to any Person. The Company Option Plan has been duly authorized, approved and adopted by the Company’s Board of Directors and the Shareholders and is in full force and effect. The Company has reserved for issuance to Employees of and consultants to the Company 2,000,000 shares of purchase Company Common Stock under the Company Option PlanPlans and any other agreement of the Company pursuant to which the Company has granted an option, each of which options to purchase 430,000 is set forth on Section 2.2 of the Company Disclosure Letter (collectively, the "NON-PLAN OPTION AGREEMENTS,") and (ii) 1,652,906 shares of Company Common Stock have been granted and are outstanding reserved for future issuance under the ESPP (each, a “Company Option”as defined in Section 5.7(c)). Except as set forth on Schedule 3.4, all outstanding Company Options have been offered, issued and delivered by the Company in all material respects in compliance with all applicable Laws, including federal and state corporate and securities Laws, and in compliance with the terms and conditions Section 2.2 of the Company Option Plan. Schedule 3.4(a)(i) Disclosure Letter sets forth for the following information with respect to each Company Option outstanding Company Option, the name as of the holder of such option, the domicile address of such holder, an indication of whether such holder is an Employee of the Company, the date of grant or issuance of such option, the number of shares of Company Common Stock subject to such option, the exercise price of such option, the vesting schedule for such option, including the extent vested on the date of this Agreement and whether and to what extent the exercisability of such option will be accelerated and become exercisable as a result of the transactions contemplated by this Agreement, and whether (i) the name of each person who held such Company Options, (ii) the particular Company Option Plan pursuant to which such Company Option is was granted, (iii) the date on which such Company Option was granted or is not an incentive stock option as defined in Section 422 of assumed, (iv) the Code. (ii) The Company has outstanding warrants for the purchase of shares of Company Common Stock (each, a “Company Warrant”). All Company Warrants have been offered, issued and delivered by the Company in all material respects in compliance with all applicable Laws, including federal and state corporate and securities Laws. Schedule 3.4(a)(ii) sets forth for each outstanding Company Warrant, the name of the holder exercise or base price of such Company WarrantOption, the domicile address of such holder, an indication of whether such holder is an Employee of the Company, the date of grant or issuance of such Company Warrant, (v) the number of shares of Company Common Stock subject to such Company WarrantOption or value covered thereby, (vi) the exercise price number of shares of Company Common Stock as to which such Company WarrantOption had vested at such date, (vii) the applicable vesting schedule for such Company WarrantOption, including the extent vested to and (viii) the date of this Agreement and whether and to what extent the exercisability of on which such Company Warrant will be accelerated Option expires. The Company has made available to Parent an accurate and become exercisable as a result complete copy of the transactions contemplated by this Agreement. (iii) Except for the Company Options and Company Warrants, there are no Company Stock Rights or agreements of any character, written or oral, obligating the Company to issue, deliver, sell, repurchase or redeem, or cause to be issued, delivered, sold, repurchased or redeemed, any Company Common Stock or any capital stock or equity or other ownership interest each of the Company or obligating Option Plans, the Non-Plan Option Agreements, the ESPP and the standard forms of stock option agreements evidencing Company Options granted under the Company to grant, extend, accelerate the vesting of, change the price of, otherwise amend or enter into any such Company Stock RightOption Plans. There are no options outstanding or authorized stock appreciation, phantom stock, profit participation, or other similar rights with respect to the Company. (b) Except for the agreements or understandings set forth on Schedule 3.4(b) (collectively, the “Shareholder Voting Agreements”), there are no (i) voting trusts, proxies, or other agreements or understandings with respect to the voting stock of the Company to which the Company is a party, by which the Company is bound, or of which the Company has knowledge, or (ii) agreements or understandings to which the Company is a party, by which the Company is bound, or of which the Company has knowledge relating to the registration, sale or transfer (including agreements relating to rights of first refusal, “co-sale” rights or “drag-along” rights) of any Company Common Stock. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby and thereby does not implicate any rights or obligations under the Shareholder Voting Agreements that have not been complied with or waived. The Shareholders purchase shares of Company Common Stock other than pursuant to the Company Options. All shares of Company Common Stock subject to issuance as aforesaid, upon issuance on the terms and conditions specified in the instruments pursuant to which they are issuable, will be duly authorized, validly issued, fully paid and nonassessable. All outstanding shares of Company Stock Rights Common Stock, all outstanding Company Options, and all outstanding shares of capital stock of each subsidiary of Company have been issued and granted in compliance in all material respects with (i) all applicable securities laws and other applicable Legal Requirements and (ii) all requirements set forth in applicable agreements or will be properly given, or shall have properly waived, any required notice prior to the transactions contemplated hereininstruments.

Company Capital Structure. (a) Immediately prior to the transactions contemplated hereunderRestructuring, the authorized capital stock Beneficial Sellers were the record and beneficial owners of one hundred percent (100%) of the Equity Securities of the Company, in the respective numbers and classes set forth on Section 3.2 of the Disclosure Schedule. (b) The Company Securities, as set forth on Section 3.2 of the Disclosure Schedule, represent one hundred percent (100%) of the Equity Securities of the Company. The Company Securities are owned of record by the Seller Entity in the classes and numbers set forth on Section 3.2 of the Disclosure Schedule. Except for the Company Securities, there are no (i) outstanding Equity Securities of the Company consists or (ii) obligations of (i) 10,000,000 shares any member of the Company Common Stockor of the Company to issue, $0.00001 par value per share (“Common Stock”) transfer, sell, repurchase, redeem or otherwise acquire any Equity Securities of which 8,000,000 are the Company. All of the issued and outstanding (which such amounts include the shares issuable upon exercise of the Company Options on the Closing Date). The Company Common StockSecurities are duly authorized, including all shares subject to the Company’s right of repurchase, is held of record beneficially by the Persons with the addresses and in the amounts and represented by the certificates set forth on Schedule 3.4(a). All outstanding shares of Company Common Stock (i) have been duly authorized and validly issued and fully paid and are fully paidfree and clear of any Liens, non-assessable and not subject to preemptive rights, rights of first refusal or similar “put” or “call” rights created by statute, the Company’s Articles of Incorporation, the By-Laws Organizational Documents of the Company Company, or any agreement or document to which the Company is a party or by which it is bound. The Seller Entity is the legal and beneficial owner of, and (ii) have been offeredhas good and marketable title, soldfree and clear of all Liens, to all of the Company Securities and such interest constitutes the entire interest of securityholders in the issued and delivered by outstanding Equity Securities of the Company and no other Person has any right, title or interest in or to such securities. At Closing, the Seller Entity shall deliver to the Purchaser good and valid title to the Purchased Equity, free and clear of all material respects in compliance with all applicable Laws, including federal and state corporate and securities LawsLiens. There are no declared or accrued but unpaid dividends with respect to any shares of Company Common Stock. Except as set forth in this Section 3.4warrants, as of the date of this Agreement no shares of Company Common Stockcalls, other equity rights, convertible securities, partnership interests or similar ownership interests or other voting securities of the Company or any securities exchangeable or convertible into or exercisable for such capital stock, other equity securities, partnership interests or similar ownership interests or other voting securities of the Company, were issued, reserved for issuance or outstanding. Except as set forth on Schedule 3.4(a), there are no 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 on Schedule 3.4, the Company has never repurchased, redeemed or otherwise acquired or caused the repurchase, redemption or acquisition of any shares of Company Common Stock or other securities of the Company, and there are no amounts owed or which may be owed to any Person by the Company as a result of any repurchase, redemption or acquisition of any shares of Company Common Stock or other securities of the Company. There is no claim or basis for such a claim to any portion of the Merger Consideration except as set forth in Schedule 1.2 by any current or former Shareholder, option holder or warrant holder of the Company, or any other Person. (i) Except for the Company’s 2006 Stock Plan (the “Company Option Plan”), as amended, the Company has never adopted, sponsored or maintained any stock option plan or any other plan or agreement providing for equity compensation to any Person. The Company Option Plan has been duly authorized, approved and adopted by the Company’s Board of Directors and the Shareholders and is in full force and effect. The Company has reserved for issuance to Employees of and consultants to the Company 2,000,000 shares of Company Common Stock under the Company Option Plan, of which options to purchase 430,000 shares of Company Common Stock have been granted and are outstanding (each, a “Company Option”). Except as set forth on Schedule 3.4, all outstanding Company Options have been offered, issued and delivered by the Company in all material respects in compliance with all applicable Laws, including federal and state corporate and securities Laws, and in compliance with the terms and conditions of the Company Option Plan. Schedule 3.4(a)(i) sets forth for each outstanding Company Option, the name of the holder of such option, the domicile address of such holder, an indication of whether such holder is an Employee of the Company, the date of grant or issuance of such option, the number of shares of Company Common Stock subject to such option, the exercise price of such option, the vesting schedule for such option, including the extent vested on the date of this Agreement and whether and to what extent the exercisability of such option will be accelerated and become exercisable as a result of the transactions contemplated by this Agreement, and whether such Company Option is or is not an incentive stock option as defined in Section 422 of the Code. (ii) The Company has outstanding warrants for the purchase of shares of Company Common Stock (each, a “Company Warrant”). All Company Warrants have been offered, issued and delivered by the Company in all material respects in compliance with all applicable Laws, including federal and state corporate and securities Laws. Schedule 3.4(a)(ii) sets forth for each outstanding Company Warrant, the name of the holder of such Company Warrant, the domicile address of such holder, an indication of whether such holder is an Employee of the Company, the date of grant or issuance of such Company Warrant, the number of shares of Company Common Stock subject to such Company Warrant, the exercise price of such Company Warrant, the vesting schedule for such Company Warrant, including the extent vested to the date of this Agreement and whether and to what extent the exercisability of such Company Warrant will be accelerated and become exercisable as a result of the transactions contemplated by this Agreement. (iii) Except for the Company Options and Company Warrants, there are no Company Stock Rights commitments or agreements of any character, written or oral, to which the Company is a party or by which the Company is bound obligating the Company to reduce its capital or issue, deliver, sell, repurchase repurchase, cancel or redeem, or cause to be issued, delivered, sold, repurchased or redeemed, any Company Common Stock or any capital stock or equity or other ownership interest of the Company Equity Securities or obligating the Company to grant, extend, accelerate the vesting of, change the price of, grant or otherwise amend or enter into any such warrant, call, right, commitment or agreement. The Company Stock Righthas never adopted, sponsored or maintained any equity incentive plan or any other plan or agreement providing for equity or equity related compensation to any Person. There are no outstanding declared or authorized stock appreciation, phantom stock, profit participation, or other similar rights accrued but unpaid distributions with respect to any Equity Securities of the Company. (bc) The Holdings Securities, as set forth on Section 3.2(c) of the Disclosure Schedule, represent one hundred percent (100%) of the Equity Securities of Seller Entity. The Holdings Securities are owned of record and beneficially by the Beneficial Sellers in the classes and numbers set forth on Section 3.2(c) of the Disclosure Schedule. Except for the agreements Holdings Securities, there are no (i) outstanding Equity Securities of the Seller Entity or understandings set forth on Schedule 3.4(b(ii) (collectivelyobligations of any stockholder, member or other equityholder of the Seller Entity or of the Seller Entity to issue, transfer, sell, repurchase, redeem or otherwise acquire any Equity Securities of the Seller Entity. All of the issued and outstanding Holdings Securities are duly authorized, validly issued and fully paid and are free and clear of any Liens, preemptive rights, rights of first refusal or “put” or “call” rights created by statute, the Organizational Documents of the Seller Entity, or any agreement to which the Seller Entity is a party or by which it is bound. The Beneficial Sellers are the legal and beneficial owners of, and have good and marketable title, free and clear of all Liens, to all of the outstanding securities of the Seller Entity and such interest constitutes the entire interests of the securityholders in the issued and outstanding Equity Securities of the Seller Entity and no other Person has any right, title or interest in or to such securities. There are no warrants, calls, rights, convertible securities, commitments or agreements of any character, written or oral, to which the Seller Entity is a party or by which the Seller Entity is bound obligating the Seller Entity to reduce its capital or issue, deliver, sell, repurchase, cancel or redeem, or cause to be issued, delivered, sold, repurchased or redeemed, any Equity Securities or obligating the Seller Entity to grant or otherwise amend or enter into any such warrant, call, right, commitment or agreement. The Seller Entity has never adopted, sponsored or maintained any equity incentive plan or any other plan or agreement providing for equity or equity related compensation to any Person. There are no declared or accrued but unpaid distributions with respect to any Equity Securities of the Seller Entity. (d) All outstanding Equity Securities of the Company have been issued in compliance with all applicable federal, state, local or foreign statutes, Laws, including federal securities Laws and any applicable state securities or “Shareholder Voting Agreements”)blue sky” Laws. (e) As a result of the Equity Purchase, as of the Closing, the Purchaser will be the sole record and beneficial holder of all issued and outstanding Equity Securities of the Company and all rights to acquire or receive any Equity Securities of the Company, whether or not such Equity Securities are outstanding. (f) Except as contemplated hereby, there are no (i) voting trusts, proxies, or other agreements or understandings with respect to the voting stock Equity Securities of the Company Company, or (ii) agreements to which the Company is a party, by which the Company is bound, or of which the Company has knowledge, or (ii) agreements or understandings to which the Company is a party, by which the Company is bound, or of which the Company has knowledge party relating to the registration, sale or transfer (including agreements relating to rights of first refusal, “co-sale” co sale rights or “drag-drag along” rights) of any Equity Securities of the Company. (g) The allocation of the Purchase Price is being made in accordance with the Organizational Documents of the Company Common Stockand the Seller Entity, and applicable Law. The execution Initial Closing Spreadsheet was, and delivery the Earnout Spreadsheet will be, prepared in accordance with the provisions of this Agreement Agreement, applicable Law and the consummation Organizational Documents of the transactions contemplated hereby Company and thereby does not implicate any rights or obligations under the Shareholder Voting Agreements that have not been complied Seller Entity in effect as of the date hereof, including with or waived. The Shareholders of Company Common Stock and Company Stock Rights have been or will be properly given, or shall have properly waived, any required notice prior respect to the transactions contemplated hereinamount and form of consideration payable or issuable, directly or indirectly, to each Beneficial Seller. (h) The Contribution was effectuated in compliance with all applicable Laws and the Organizational Documents of the Company.

Company Capital Structure. (a) Immediately prior to the transactions contemplated hereunder, the The authorized capital stock of the Company consists of (i) 10,000,000 55,000,000 shares of Company Common Stock, $0.00001 0.001 par value per share (“Company Common Stock”) ), of which 8,000,000 30,000,008 shares are issued and outstanding and 17,500,000 shares of Preferred Stock, $0.001 par value per share (which such amounts include the shares issuable upon exercise of the “Company Options on the Closing Date). The Preferred Stock” and together with Company Common Stock, including “Company Capital Stock”), all of which are designated as “Series 1 Convertible Preferred Stock,” of which 16,877,834 shares subject are issued and outstanding. The Company does not have any other shares of preferred stock or any other shares of capital stock authorized, issued or outstanding. The Company Capital Stock is held of record and to the Company’s right of repurchaseknowledge, is held of record beneficially by the Persons with the addresses and in the amounts and represented by the certificates set forth on Schedule 3.4(a). All outstanding shares of Company Common Capital Stock (i) have been duly authorized and validly issued and are fully paid, non-assessable and not subject to preemptive rights or similar rights created by statute, the Company’s Articles certificate of Incorporationincorporation, the Byby-Laws of the Company laws or any agreement or document to which the Company is a party or by which it is bound, and (ii) have been offered, sold, issued and delivered by the Company in all material respects in compliance with all applicable Laws, including federal and state corporate and securities Laws. There are no declared or accrued but unpaid dividends with respect to any shares of Company Common Capital Stock, except as set forth in the Company’s Certificate of Incorporation. Except as set forth in this Section 3.4above, as of the date of this Agreement no shares of Company Common Capital Stock, other equity securities, partnership interests or similar ownership interests or other voting securities of the Company or any securities exchangeable or convertible into or exercisable for such capital stock, other equity securities, partnership interests or similar ownership interests or other voting securities of the Company, were issued, reserved for issuance or outstanding. Except as set forth on Schedule 3.4(a), there There are no 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 Stockholders of the Company may vote. Except as set forth on Schedule 3.43.4(a), the Company has never not since December 15, 2009, repurchased, redeemed or otherwise acquired or caused the repurchase, redemption or acquisition of any shares of Company Common Capital Stock or other securities of the Company, and there are no amounts owed or which may be owed to any Person person by the Company as a result of any repurchase, redemption or acquisition of any shares of Company Common Capital Stock or other [***] Certain information in this agreement has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. securities of the Company. There is no claim or basis for such a claim to any portion of the Merger Consideration except as set forth provided in Schedule 1.2 the Allocation Certificate by any current or former Shareholderstockholder, option holder or warrant holder of the Company, or any other Person. (i) Except for the Company’s 2006 Stock 2005 Incentive Plan (the “Company Option Incentive Plan”)) and the Company’s Executive Change of Control Incentive Plan, effective as of November 19, 2008 and the Company’s Second Executive Change of Control Incentive Plan effective as of August 13, 2009, as amendedamended on October 2010 (together, the “Company has never adoptedChange of Control Plans” and, sponsored together with the Company Incentive Plan, the “Company Plans”) the Company does not sponsor or maintained maintain any stock option plan or any other similar plan or agreement arrangement providing for equity compensation to any Person. The Company Option Plan has Plans have been duly authorized, approved and adopted by the Company’s Board of Directors and the Shareholders Stockholders and is are in full force and effect. The Company has reserved for issuance to Employees of and directors, consultants and advisors to the Company 2,000,000 6,900,000 shares of Company Common Stock under the Company Option Incentive Plan, of which options to purchase 430,000 239,000 shares of Company Common Stock have been granted and are outstanding (each, a “Company Option”)) and of which 985,000 shares of restricted Company Common Stock (“Company Restricted Stock”) and 3,375,000 shares of unrestricted Company Common Stock (“Company Unrestricted Stock”) have been granted and are outstanding pursuant to the Company Incentive Plan, provided that no certificates have been issued by the Company for the Company Restricted Stock and the Company Unrestricted Stock. Except as set forth on Schedule 3.4, all All outstanding Company Options Options, Company Restricted Stock and Company Unrestricted Stock have been offered, issued and delivered by the Company in all material respects in compliance with all applicable Laws, including federal and state corporate and securities Laws, and in compliance with the terms and conditions of the Company Option Incentive Plan. Schedule 3.4(a)(i) sets forth for each outstanding Company Option, the name of the holder of such option, the domicile address of such holder, an indication of whether such holder is an Employee of the Company, the date of grant or issuance of such option, the number of shares of Company Common Stock subject to such option, the exercise price of such option, the vesting schedule for such option, including the extent vested on the date of this Agreement and whether and to what extent the exercisability of such option will be accelerated and become exercisable as a result of the transactions contemplated by this Agreement, and whether such Company Option is or is not an incentive stock option as defined in Section 422 of the Code. (ii) The Company has no outstanding warrants for the purchase of shares of Company Common Stock (each, a “Company Warrant”). All Company Warrants have been offered, issued and delivered by the Company in all material respects in compliance with all applicable Laws, including federal and state corporate and securities Laws. Schedule 3.4(a)(ii) sets forth for each outstanding Company Warrant, the name of the holder of such Company Warrant, the domicile address of such holder, an indication of whether such holder is an Employee of the Company, the date of grant or issuance of such Company Warrant, the number of shares of Company Common Stock subject to such Company Warrant, the exercise price of such Company Warrant, the vesting schedule for such Company Warrant, including the extent vested to the date of this Agreement and whether and to what extent the exercisability of such Company Warrant will be accelerated and become exercisable as a result of the transactions contemplated by this AgreementCapital Stock. (iii) Except for the Company Options Options, Company Restricted Stock and Company WarrantsUnrestricted Stock, there are no Company Stock Rights or agreements of any character, written or oral, obligating the Company to issue, deliver, sell, repurchase or redeem, or cause to be issued, delivered, sold, repurchased or redeemed, any Company Common Capital Stock or any capital stock or equity or other ownership interest of the Company or obligating the Company to grant, extend, accelerate the vesting of, change the price of, otherwise amend or enter into any such Company Stock Right. There are no outstanding or authorized stock appreciation, phantom stock, profit participation, or other similar rights with respect to the Company. (b) Except for the agreements or understandings set forth on Schedule 3.4(bSeventh Amended and Restated Investors Rights Agreement dated as of December 17, 2009 between the Company and the Investors (as defined therein), the [***] Certain information in this agreement has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. Seventh Amended and Restated Voting Agreement dated as of December 17, 2009 between the Company and the Stockholders (as defined therein) and the Seventh Amended and Restated Right of First Offer and Co-Sale Agreement dated as of December 17, 2009 between the Company and the Investors (as defined therein) (collectively, the “Shareholder Voting Investor Agreements”), ) there are no (i) voting trusts, proxies, or other agreements or understandings with respect to the voting stock of the Company to which the Company is a party, by which the Company is bound, or of which the Company has knowledge, or (ii) agreements or understandings to which the Company is a party, by which the Company is bound, or of which the Company has knowledge relating to the registration, sale or transfer (including agreements relating to rights of first refusal, “co-sale” rights or “drag-along” rights) of any shares of Company Common Capital Stock. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby and thereby does not implicate any rights or obligations under the Shareholder Voting Investor Agreements that have not been complied with or waived. The Shareholders holders of shares of Company Common Capital Stock and Company Stock Rights have been or will be properly given, or shall have properly waived, any required notice prior to the transactions contemplated hereintherein.