Common use of Company Capital Structure Clause in Contracts

Company Capital Structure. (a) As of the date hereof, the authorized Company Capital Stock consists of 10,000,000 shares of authorized Company Common Stock of which 10,000 shares are issued and outstanding as of the date hereof. All outstanding Capital Stock of the Company is held by the Stockholders. All outstanding shares of Company Capital Stock are duly authorized, validly issued, fully paid and non-assessable and not subject to preemptive rights created by statute, the Articles of Incorporation or Bylaws of the Company or any agreement to which the Company is a party or by which it is bound and have been issued in compliance with federal and state securities laws. There are no declared or accrued unpaid dividends with respect to any shares of the Company's Capital Stock. The Company has no other capital stock authorized, issued or outstanding. (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 obligating the Company to issue, deliver, sell, repurchase or redeem, or cause to be issued, delivered, sold, repurchased or redeemed, any shares of the Capital Stock 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. There are no outstanding or authorized stock appreciation, phantom stock, profit participation, or other similar rights with respect to the Company. There are no voting trusts, proxies, or other agreements or understandings with respect to the voting stock of the Company. As a result of the Acquisition, Parent will be the sole record and beneficial owner of all outstanding Company Capital Stock and all rights to acquire or receive any Company Capital Stock, whether or not such Company Capital Stock is outstanding.

Company Capital Structure. (a) The authorized Company Capital Stock consists of 1,650,000 shares of common stock, $.00001 par value per share and there are no other shares of capital stock. As of the date hereof, 1,500 shares of common stock of the authorized Company were the only issued and outstanding shares of Company Capital Stock. The Company Capital Stock consists of 10,000,000 shares of authorized Company Common Stock of which 10,000 shares are issued and outstanding as of the date hereof. All outstanding Capital Stock of the Company is held by the Stockholders. Persons and in the amounts set forth in Schedule A. All outstanding shares of Company Capital Stock are duly authorized, validly issued, fully paid and non-assessable and are not subject to preemptive rights created by statute, the Articles of Incorporation or Bylaws of the Company Charter Documents, or any agreement to which the Company is a party or by which it is bound and bound. All outstanding shares of Company Capital Stock have been issued or repurchased (in the case of shares that were outstanding and repurchased by the Company or any 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, and were issued, transferred and repurchased (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, including those in the Charter Documents. There are no declared or accrued but unpaid dividends with respect to any shares of Company Capital Stock. No shares of Company Capital Stock are unvested. For purposes of this Agreement, a share of Company Capital Stock shall be deemed “unvested” if such share is not vested or is subject to a risk of forfeiture or other condition under any applicable stock restriction agreement or other agreement with the Company's Capital Stock. The Company has no other capital stock authorized, issued or outstanding. (b) There are no 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 it 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 Capital Stock 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. There are no outstanding or authorized stock appreciation, phantom stock, profit participation, or other similar rights with respect to the Companyequity of the Company or any of its Subsidiaries (whether payable in equity, cash or otherwise). There Except as contemplated hereby, there are no voting trusts, proxies, or other agreements or understandings with respect to the voting stock of the CompanyCompany or any of its Subsidiaries. There are no agreements to which the Company or any of its Subsidiaries is a party 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 Capital Stock. As a result of the AcquisitionMerger, Parent will be the sole record and beneficial owner 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 is are outstanding. (c) There are no loans from the Company to any Stockholder. (d) The allocation of the Merger Consideration set forth in Section 1.6(b) hereof is consistent with the certificate of incorporation of the Company as amended as of immediately prior to the Effective Time. (e) The information contained in Schedule A will be complete and correct as of the Closing Date.

Company Capital Structure. (a) As The authorized capital stock of the date hereof, the authorized Company Capital Stock consists of 10,000,000 10,000 shares of authorized Company Common Stock common stock, of which 10,000 7,000 shares are issued and outstanding as of the date hereofoutstanding. All issued and outstanding Company Capital Stock of the Company is held by the StockholdersSellers. All outstanding shares of Company Capital Stock are duly authorized, validly issued, fully paid and non-non assessable and not are currently subject to preemptive rights, though such preemptive rights created by statute, the Articles of Incorporation or Bylaws of will be eliminated prior to Closing through appropriate amendments to the Company or any agreement to which the Company is a party or by which it is bound and Charter Documents. All such shares have been issued in compliance with federal applicable federal, state and state foreign securities laws. Since 1986, the Company has not repurchased any shares of Company Capital Stock except in compliance with all applicable federal, state, foreign, or local statues, laws, rules, or regulations, including federal, state and foreign securities laws and any agreements applicable thereto. There are no declared or accrued but unpaid dividends with respect to any shares of the Company's Company Capital Stock. The Company has no other capital stock authorized, issued or outstanding. (b) The Company does not have any stock option plan or other plan providing for equity compensation of any person or granted any options to purchase Company Capital Stock. 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 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 Capital Stock capital stock 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. There are no outstanding or authorized stock appreciation, phantom stock, profit participation, participation or other similar rights with respect to the Company. . (c) There are no other voting trusts, proxies, or other agreements or understandings with respect to the voting stock of the Company. As a result of the AcquisitionPurchase, Parent Purchaser will be the sole record and beneficial owner holder of all issued and outstanding Company Capital Stock and all rights to acquire or receive any Company Capital Stock, whether free and clear of any Liens or not such other encumbrances of any sort or other restrictions on transfer. (d) As of the Closing, there shall be no preemptive rights or agreements, arrangements or understandings to issue preemptive rights with respect to the issuance or sale of any Company Capital Stock stock created by statute, the Company Charter Documents, or any agreement or other arrangement to which the Company is outstandinga party (written or oral) or to which it is bound and there are no agreements, arrangements or understandings to which the Company is a party (written or oral) pursuant to which the Company has the right to elect to satisfy any liability of the Company by issuing any capital stock.

Company Capital Structure. (a) As The authorized capital stock of the date hereof, the authorized Company Capital Stock consists only of 10,000,000 two thousand (2,000) shares of authorized Company Common Stock, no par value per share. One hundred (100) shares of Common Stock of which 10,000 shares are issued and outstanding as of the date hereof. All issued and outstanding shares of Company Capital Stock of the Company is are held by the StockholdersSeller. All outstanding shares of the Company Capital Stock are duly authorized, validly issued, fully paid and non-assessable and not subject to preemptive rights created by statute, the Articles of Incorporation or Bylaws of the Company or any agreement to which the Company is a party or by which it is bound and have been issued in compliance with federal and state securities lawsassessable. There are no declared or accrued unpaid dividends with respect to any shares of the Company's 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 authorized, issued or outstanding. (b) Neither the Company nor the Subsidiary has ever adopted or maintained any stock option plan or other plan providing for equity compensation of any person. There are no options, warrants, calls, rights, commitments or agreements of any character, written or oral, contingent or otherwise, to which the Company or the Subsidiary is a party or by which it is bound obligating the Company or the Subsidiary to issue, deliver, sell, repurchase or redeem, or cause to be issued, delivered, sold, repurchased or redeemed, any shares of the Company Capital Stock or any shares of capital stock of the Company Subsidiary or obligating the Company or the Subsidiary to grant, extend, accelerate the vesting of, change the price of, otherwise amend grant or enter into any such option, 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 CompanyCompany or the Subsidiary. There are no voting trusts, proxies, or other agreements or understandings with respect to the voting stock of the CompanyCompany or the Subsidiary. As a result of the Acquisition, Parent Buyer will be the sole record and sole beneficial owner of all outstanding Company Capital Stock and all rights to acquire or receive any Company Capital Stock, whether or not such Company Capital Stock is outstanding.

Company Capital Structure. (a) As The authorized capital stock of the date hereof, the authorized Company Capital Stock consists of 10,000,000 of150,000,000 shares of authorized Company Common Stock Stock, of which 10,000 91,200,392.52 shares are issued and outstanding as of the date hereofAgreement Date, of which 2,528,000 shares have been issued as Company Restricted Stock as of the Agreement Date pursuant to the Company Stock Plan. All The Company does not have any other shares of capital stock or any other equity or ownership interests of any kind authorized, designated, issued or outstanding as of the Agreement Date. As of the Agreement Date, the Company Capital Stock is held of record and, to the Company’s knowledge, beneficially by the Persons and in the amounts and, to the extent certificated, represented by the certificates set forth on Schedule 2.6(a) of the Company is held by the Stockholders. Disclosure Letter. (b) All outstanding shares of Company 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 Organizational Documents or any Contract to which the Company is a party, and (ii) have been offered, sold, issued and delivered by the Company in all material respects in compliance with the terms of any applicable Contract to which the Company is a party, the Organizational Documents of the Company and all Applicable Laws. Except as provided in the Company’s Organizational Documents, no dividends or other distributions with respect to any shares of Company Capital Stock or any Subsidiary Securities have ever been made, declared or accrued. (c) Except for the Company Stock Plan, neither the Company nor any of the Subsidiaries sponsors or maintains any stock option plan or any other plan or Contract providing for equity compensation to any Person. The Company Stock Plan has been duly authorized, approved and adopted by the Board and the Company Stockholders and are in full force and effect. The Company has reserved for issuance to Employees of and consultants to the Company and the Subsidiaries 16,968,402.14 shares of Company Common Stock under the Company Stock Plan, of which Company Options to purchase 13,481,101.14 shares of Company Common Stock have been granted and are outstanding as of the Agreement Date pursuant to the Company Stock Plan. Schedule 2.6(c) of the Company Disclosure Letter sets forth for each outstanding Company Option and award of Company Restricted Stock as of the Agreement Date, the name of the holder of such option or award, the date of grant or issuance of such option or award, the number of shares of Company Common Stock subject to such option or award, the exercise price of such option or the amount payable by the recipient with respect to any such award, the vesting commencement date, the vesting schedule for such option or award, the number of such shares that are vested or unvested, whether and to what extent the vesting of such option or award will be accelerated as a result of the Transactions and whether such Company Option is or is not an incentive stock option as defined in Section 422 of the Code. Each Company Option has an exercise price that equals or exceeds the fair market value of a share of Company Common Stock as of the date of grant of such Company Option (and as of any later modification thereof within the meaning of Section 409A of the Code). With respect to each Company Option, each such grant was made in accordance with the terms of the applicable Company Stock Plan and in all material respects with all Applicable Laws. All shares of Company Common Stock subject to issuance under the Company Stock Plan, upon issuance in accordance with the terms and conditions specified in the instruments pursuant to which they are issuable, will be duly authorized, validly issued, fully paid and non-assessable assessable. True, correct and not subject complete copies of the Company Stock Plan, and all forms of agreements and agreements that deviate from the forms in any material respect issued under the Company Stock Plan have been provided to preemptive rights created by statuteAcquirer, and, except as otherwise contemplated pursuant to this Agreement, there are no agreements, understandings or commitments to amend, modify or supplement such forms in any case from those provided to Acquirer. (i) The Company has no outstanding warrants to purchase shares of Company Capital Stock. (ii) Except for the Company Common Stock, the Articles of Incorporation Company Options and the Company Restricted Stock, there are no outstanding authorized, issued or Bylaws outstanding Equity Interests of the Company or any agreement to which Subsidiary or Security Rights for any Company Common Stock, whether or not currently exercisable, and none of the Company is a party or by which it any of the Subsidiaries has or is bound and have been issued in compliance with federal and state securities laws. There are no declared by any (A) promise or accrued unpaid dividends with respect to any shares of the Company's Capital Stock. The Company has no other capital stock authorized, issued or outstanding. (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 obligating the Company commitment to issue, deliver, sell, repurchase or redeem, or cause to be issued, delivered, sold, repurchased or redeemed, any shares of the Capital Stock Equity Interests of the Company or obligating the Company any Subsidiary or (B) obligation to grant, extend, accelerate the vesting of, change the price of, otherwise amend or enter into any such option, warrant, call, right, commitment Security Right for or agreementrelated to any Equity Interests of the Company or any Subsidiary. There are is no outstanding or authorized stock appreciation, phantom stock, profit participation, or other similar rights with respect to the Company. Company or any of the Subsidiaries. (d) There are no (i) voting trusts, proxies, proxies or other agreements Contracts or understandings with respect to the voting stock of any Equity Interests of the Company or any Subsidiary to which the Company or any of the Subsidiaries is a party, by which the Company or any of the Subsidiaries is bound, or which exist to the Company’s knowledge as of the Agreement Date or (ii) Contracts 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 which exist to the Company’s knowledge as of the Agreement Date relating to the registration or imposing restrictions on the transfer or requirements to transfer such securities (including Contracts relating to rights of first refusal, “co-sale” rights or “drag-along” rights) of any Equity Interests of the Company or any Subsidiary. (e) As of the Closing, (i) the number of shares of Company Capital Stock set forth in the Spreadsheet as being owned by a Person, or subject to Company Options, New Performance Stock Units or New Restricted Stock Units owned by such Person, will constitute the entire interest of such Person in the issued and outstanding Company Capital Stock or any other Equity Interests of the Company and (ii) no Person not disclosed in the Spreadsheet will have a right to acquire from the Company any shares of Company Capital Stock, Company Options, New Performance Stock Units, New Restricted Stock Units or any other Equity Interests of the Company. As a result For purposes of clarity, no representations or warranties are being made with respect to the Acquisition, Parent will be the sole record and beneficial owner of all outstanding Company Capital New Performance Stock and all rights to acquire Units or receive any Company Capital Stock, whether or not such Company Capital New Restricted Stock is outstandingUnits other than as set forth in this Section 2.6(e).

Company Capital Structure. (a) As The authorized capital stock of the date hereof, the authorized each Company is as set forth in SCHEDULE 2.2. The Company Capital Stock consists of 10,000,000 shares of authorized Company Common Stock of which 10,000 shares are issued and outstanding as of the date hereof. All outstanding Capital Stock of the Company is held of record by the Stockholderspersons and in the amounts set forth on SCHEDULE 1. 1. All outstanding shares of Company Capital Stock are duly authorized, validly issued, fully paid and non-assessable and not subject to preemptive rights created by statute, the Articles of Incorporation or Bylaws of the any Company or any agreement to which the any Company is a party or by which it is bound and have been issued in compliance with federal and state securities laws. There are no declared or accrued unpaid dividends with respect to any shares of the Company's Capital Stock. The Company has no other capital stock authorized, issued or outstandingbound. (b) There are no options, warrants, calls, rights, commitments or agreements of any character, written or oral, to which the any Company is a party or by which it is bound obligating the any Company to issue, deliver, sell, repurchase or redeem, or cause to be issued, delivered, sold, repurchased or redeemed, any shares of the Capital Stock capital stock of the any Company or obligating the any 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. There are no outstanding or authorized stock appreciation, phantom stock, profit participation, or other similar rights with respect to the any Company. There are no voting trusts, proxies, or other agreements or understandings with respect to the voting stock of the Company. The holders of Company Capital Stock have been or will be given, or shall have properly waived, any required notice prior to the Closing, and all such rights will be terminated at or prior to the Closing. As a result of the Acquisitionpurchase hereby, Parent the Purchaser will be the sole record and sole beneficial owner of all outstanding capital stock of the Company Capital Stock and all rights to acquire or receive any Company Capital Stock, whether or not such Company Capital Stock is outstandingcapital stock.

Company Capital Structure. (a) As The authorized capital stock of the date hereof, the authorized Company Capital Stock consists of 10,000,000 20,000,000 authorized shares of authorized Company Common Stock Stock, no par value, of which 10,000 5,624,750 shares are issued and outstanding as of the date hereofhereof (the "Company Common Stock"). All outstanding Capital Stock of the Company Common Stock is held by the StockholdersShareholders with the domicile addresses and in the amounts set forth on Schedule 1.1 hereto. All outstanding shares of Company Capital Common Stock are duly authorized, validly issued, fully paid and non-assessable and not subject to preemptive rights created by statute, the Articles of Incorporation or the Bylaws of the Company Company, or any agreement to which the Company or any Shareholder is a party or by which it the Company or any Shareholder is bound bound, and have been issued in compliance with applicable federal and state securities laws. There are no declared or accrued unpaid dividends with respect to any shares of the Company's Capital Company Common Stock. The Other than the Company Common Stock, the Company has no other capital stock authorized, issued or outstanding. (b) The Company has never adopted or maintained any stock option plan or other plan providing for equity compensation of any person. There are no options, warrants, calls, rights, commitments or agreements of any character, written or oral, to which the Company or any Shareholder is a party or by which it or he 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 Capital Stock capital stock 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. There are no outstanding or authorized stock appreciation, phantom stock, profit participation, or other similar rights with respect to the Company. There are no voting trusts, proxies, or other agreements or understandings with respect to the voting stock of the Company. As a result . (c) Upon completion of the Acquisition, Parent the Purchaser will be own one hundred percent (100%) of the sole record issued and beneficial owner outstanding capital stock of the Company, free and clear of all outstanding Company Capital Stock and all rights to acquire liens, encumbrances or receive any Company Capital Stock, whether or not such Company Capital Stock is outstandingother defects of title.

Company Capital Structure. (a) As The authorized capital stock of the date hereof, the authorized Company Capital Stock consists of 10,000,000 thirty million (30,000,000) shares of authorized Company Common Stock Stock, of which 10,000 seven million (7,000,000) shares are issued and outstanding as of the date hereof and all of which are held by Seller, and five million (5,000,000) shares of Company Preferred Stock, none of which shares are issued and outstanding as of the date hereof. All outstanding Capital Stock of the Company is held by the Stockholders. All outstanding shares of Company Capital Stock are duly authorized, validly issued, fully paid and non-assessable and not subject to preemptive rights created by statute, the Articles of Incorporation or Bylaws of the Company or any agreement to which the Company is a party or by which it is bound and have been issued in compliance with federal and state securities laws. There are no declared or accrued unpaid dividends with respect to any shares of the Company's Capital Stock. The Company has no other capital stock authorized, issued or outstanding. There is no outstanding Company Capital Stock which is subject to vesting. (b) The Company has never adopted or maintained any stock option plan or other plan providing for equity compensation of any person. 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 obligating the Company Company, with or without the passage of time or satisfaction of other conditions, to issue, deliver, sell, repurchase or redeem, or cause to be issued, delivered, sold, repurchased or redeemed, any shares of the Company Capital Stock 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. There are no outstanding or authorized stock appreciation, phantom stock, profit participation, or other similar rights with respect to the Company. There are no voting trusts, proxies, or other agreements or understandings with respect to the voting stock of the Company. As a result of the Acquisition, Parent will be . (c) Seller is the sole record and beneficial owner of the Shares and the Shares are to be sold pursuant to this Agreement. The Shares are not subject to any Liens (as defined in Section 2.11(b)(vii)) or to any rights of first refusal of any kind, and Seller has not granted any rights to purchase the Shares to any other person or entity. Seller has the sole right to transfer the Shares to Buyer. The Shares constitute all of the Company Capital Stock owned, beneficially or of record, by Seller, and Seller has no other rights to acquire Company Capital Stock. Upon the Closing, (i) Buyer will receive good title to such Shares, subject to no Liens retained, granted or permitted by Seller or the Company, and (ii) Buyer will be the record and sole beneficial owner of all outstanding Company Capital Stock and all rights to acquire Stock. Seller has not engaged in any sale or receive other transfer of any Company Capital Stock, whether or not such Company Capital Stock is outstandingin contemplation of the Acquisition.

Company Capital Structure. (a) As All of the date hereof, the authorized Company Capital Stock consists of 10,000,000 shares of authorized Company Common Stock of which 10,000 shares are issued and outstanding as of the date hereof. All outstanding Capital Stock of the Company is held by the Stockholders. All outstanding shares of Company Capital Stock Shares are duly authorized, validly issued, fully paid and non-assessable and are not subject to preemptive rights created by statute, the Articles of Incorporation or Bylaws Charter Documents of the Company Company, or any agreement to which the Company is a party or by which it is bound bound, and have been issued in compliance with federal all applicable Laws. The Company has not, and state securities lawswill not have, suffered or incurred any liability (contingent or otherwise) or claim, loss, damage, deficiency, cost or expense relating to or arising out of the issuance or repurchase of any Company capital stock or options or warrants to purchase Company capital stock, or out of any agreements or arrangements relating thereto (including any amendment of the terms of any such agreement or arrangement). There are no declared or accrued but unpaid dividends with respect to any shares of the Company's Capital StockCompany capital stock. The Company has no other capital stock other than the Shares authorized, issued or outstanding. (b) The Company has never adopted, sponsored or maintained any plan or agreement providing for equity compensation to any Person. There are no (i) 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 it 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 Capital Stock 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 option, warrant, call, right, commitment or agreement. There are no agreement or (ii) outstanding or authorized stock appreciation, phantom stock, profit participation, or other similar rights, rights of any type, the value of which is determined by reference in whole or in part to the value of Company capital stock or any other securities of the Company (whether payable in cash, property or otherwise) with respect to the CompanyCompany (the items in (i) and (ii) together, “Equity Securities”). There are no voting trusts, proxies, or other agreements or understandings with respect to the voting stock securities of the Company. There are no agreements to which Seller or Company is a party 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 capital stock. (c) Seller has, and will deliver to Buyer at Closing, good and marketable title to the Shares, as the case may be, free and clear of all Liens. As a result of the Acquisition, Parent Buyer will be the sole record and beneficial owner holder of all issued and outstanding shares of Company Capital Stock capital stock and all rights to acquire or receive any shares of Company Capital Stockcapital stock, whether or not such shares of Company Capital Stock is capital stock are outstanding. (d) Upon the effectuation of the Reorganization, (i) Finland Newco shall have Net Working Capital of not less than $50,000; (ii) Sweden Newco shall have Net Working Capital of not less than $50,000; and (iii) Norway Newco shall have Net Working Capital of not less than $50,000. As used herein, “Net Working Capital” means, as of a certain date, the amount by which the sum of the current assets of the applicable Company Subsidiary exceeds the sum of the current liabilities of such Company Subsidiary. Table of Contents

Company Capital Structure. (a) The authorized Company Capital Stock consists of 300,000 shares of common stock, par value $.001 per share and 500,000 shares of preferred stock, par value $.001 per share. As of the date hereof, 88,000 shares of common stock of the authorized Company were the only issued and outstanding shares of Company Capital Stock. The Company Capital Stock consists of 10,000,000 shares of authorized Company Common Stock of which 10,000 shares are issued and outstanding as of the date hereof. All outstanding Capital Stock of the Company is held by the Stockholders. Persons and in the amounts set forth in Schedule A. All outstanding shares of Company Capital Stock are duly authorized, validly issued, fully paid and non-assessable and are not subject to preemptive rights created by statute, the Articles of Incorporation or Bylaws of the Company Charter Documents, or any agreement to which the Company is a party or by which it is bound and bound. All outstanding shares of Company Capital Stock have been issued or repurchased (in the case of shares that were outstanding and repurchased by the Company or any 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, and were issued, transferred and repurchased (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, including those in the Charter Documents. There are no declared or accrued but unpaid dividends with respect to any shares of Company Capital Stock. No shares of Company Capital Stock are unvested. For purposes of this Agreement, a share of Company Capital Stock shall be deemed “unvested” if such share is not vested or is subject to a risk of forfeiture or other condition under any applicable stock restriction agreement or other agreement with the Company's Capital Stock. The Company has no other capital stock authorized, issued or outstanding. (b) There are no 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 it 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 Capital Stock 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. There are no outstanding or authorized stock appreciation, phantom stock, profit participation, or other similar rights with respect to the Companyequity of the Company or any of its Subsidiaries (whether payable in equity, cash or otherwise). There Except as contemplated hereby, there are no voting trusts, proxies, or other agreements or understandings with respect to the voting stock of the CompanyCompany or any of its Subsidiaries. There are no agreements to which the Company or any of its Subsidiaries is a party 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 Capital Stock. As a result of the AcquisitionMerger, Parent will be the sole record and beneficial owner 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 is are outstanding. (c) There are no loans from the Company to any Stockholder. (d) The allocation of the Merger Consideration set forth in Section 1.6(b) hereof is consistent with the certificate of incorporation of the Company as amended as of immediately prior to the Effective Time. (e) The information contained in Schedule A will be complete and correct as of the Closing Date.

Company Capital Structure. (a) As The authorized capital stock of the date hereof, the authorized Company Capital Stock immediately prior to closing consists of 10,000,000 unregistered shares of authorized Company Common Stock with par value of which 10,000 shares are DM 60,000, comprised of one share of a par value of DM 36,000 issued to Maik Xxxxx xxx one share of a par value of DM 24,000 issued to Goetx Xxxrney. All of the issued and outstanding as of the date hereof. All outstanding Capital Company Stock of the Company is held by the StockholdersShareholders. All outstanding shares of Company Capital Stock are duly authorized, validly issued, fully paid and non-assessable and not subject to preemptive rights created by statute, the Articles Certificate of Incorporation or Bylaws of the Company or any agreement to which the Company is a party or by which it is bound and have been issued in compliance with federal and state securities all applicable laws. There are no declared or accrued unpaid dividends with respect to any shares of the Company's Capital Stock. The Company has no other capital stock authorized, issued or outstanding. (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 obligating the Company to issue, deliver, sell, repurchase or redeem, or cause to be issued, delivered, sold, repurchased or redeemed, any shares of the Capital Stock capital stock 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 does not have any stock option plan or other plan providing for equity compensation of any person. There is no outstanding Company capital stock that 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. There Except as contemplated hereby, there are no voting trusts, proxies, or other agreements or understandings with respect to the voting stock of the Company. As a result . (c) Upon completion of the AcquisitionAcquisition hereunder, Parent NEON will be own one hundred percent (100%) of the sole record capital stock of the Company and beneficial owner of all outstanding Company Capital Stock and all any rights to acquire or receive any Company Capital Stocksuch capital stock, whether free and clear of all liens, encumbrances or not such Company Capital Stock is outstandingother defects of title.

Company Capital Structure. (a) As The authorized capital stock of the date hereof, the authorized Company Capital Stock consists of 10,000,000 2,000,000 shares of authorized Company Common Stock Stock, of which 10,000 825,649 shares are issued and outstanding as of the date hereof. All outstanding Capital Stock of the Company is held by the Stockholders. All outstanding shares of Company Capital Stock are duly authorized, validly issued, fully paid and non-assessable nonassessable and not subject to preemptive rights created by statute, the Articles articles of Incorporation incorporation or Bylaws bylaws of the Company Company, or any agreement to which the Company is a party or by which it is bound bound, and have been issued in compliance with federal and state securities laws. There are no declared or accrued but unpaid dividends with respect to any shares of the Company's Company Capital Stock. The Company has no other capital stock authorized, issued or outstanding. (b) The Company does not presently have any stock option plan or other stock-related plan providing for equity compensation of any person. 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 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 Capital Stock of and the Company or obligating the Company is not obligated 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. There are no outstanding agreement upon the closing of the transaction contemplated hereby or authorized stock appreciation, phantom stock, profit participation, or upon the occurrence of any other similar rights with respect to the Companyevent. There are no voting trusts, proxies, or other agreements or understandings with respect to the voting stock of the Company. As a result of the Acquisition, Parent will be the sole record and beneficial owner of all outstanding Company Capital Stock and all rights to acquire or receive any Company Capital Stock, whether or not such Company Capital Stock is outstanding.