Common use of Organization; Capitalization Clause in Contracts

Organization; Capitalization. (a) The Company is duly organized and validly existing in good standing under the laws of the jurisdiction in which it was formed, and has the requisite power and authority to own its properties and to carry on its business as now being conducted. The Company is not a party to any joint venture and, other than Motus GI Inc., a Delaware corporation and wholly owned subsidiary of Company, does not directly or indirectly own or hold capital stock or an equity or similar interest in any entity. The Company is duly qualified as a foreign entity to do business and is in good standing in every jurisdiction in which its ownership of property or the nature of the business conducted by it makes such qualification necessary, except to the extent that the failure to be so qualified or be in good standing would not have a Material Adverse Effect on the Company. (b) The authorized capital stock of the Company consists of (i) 45,000,000 Ordinary Shares, and (ii) 33,000,000 Preferred A Shares. As of the date of this Agreement and the Closing (assuming no Company Options have been exercised and without taking into account the exercise of the Company Warrants after the date of this Agreement), there are (i) 4,271,094 Ordinary Shares issued and outstanding; and (ii) 13,499,999 shares of Preferred A Shares issued and outstanding. Schedule 2.1(b) sets forth (A) a complete and accurate list of all holders of Ordinary Shares and Preferred A Shares, indicating the number of Ordinary Shares and Preferred A Shares held by each holder; which represents all of the issued and outstanding shares of capital stock of the Company, (B) all stock option plans and other stock or equity-related plans of the Company, (C) all options and warrants outstanding and (D) a complete and accurate list of all Noteholders, indicating the number of Company Notes held by each such noteholder; which represents all of the issued and outstanding Company Notes. All of the issued and outstanding Shares are duly authorized, validly issued, fully paid, nonassessable and free of all preemptive rights. Other than as listed in Schedule 2.1(b) and as set forth in the Company’s Certificate of Incorporation, there are no outstanding or authorized options, warrants, rights, notes, agreements or commitments to which the Company is a party or which are binding upon the Company providing for the issuance or redemption of any of its capital stock. Other than as listed in Schedule 2.1(b) and as set forth in the Company’s Fourth Amended and Restated Articles of Incorporation of the Company (the “Certificate of Incorporation”), as of the Closing Date there are no outstanding or authorized stock appreciation, phantom stock or similar rights with respect to the Company. Except as set forth in Schedule 2.1(b) and as set forth in the Company’s Certificate of Incorporation, there are no agreements to which the Company is a party or by which it is bound with respect to the voting (including without limitation voting trusts or proxies), registration under the Securities Act or sale or transfer (including without limitation agreements relating to pre-emptive rights, rights of first refusal, co-sale rights or “drag-along” rights) of any securities of the Company. To the knowledge of the Company, there are no agreements among other parties, to which the Company is not a party and by which it is not bound, with respect to the voting (including without limitation voting trusts or proxies) or sale or transfer (including without limitation agreements relating to rights of first refusal, co-sale rights or “drag-along” rights) of any securities of the Company. All of the issued and outstanding Shares were issued in compliance with applicable foreign, federal and state securities laws.

Organization; Capitalization. (a) The Company Purchaser is duly organized and validly existing in good standing under the laws of the jurisdiction in which it was formed, and has the requisite power and authority to own its properties and to carry on its business as now being conducted. The Company Purchaser is not a party to any joint venture and, other than Motus GI Inc., a Delaware corporation and wholly owned subsidiary of Company, does not neither directly or indirectly own owns or hold holds capital stock or an equity or similar interest in any entity. The Company Purchaser is duly qualified as a foreign entity to do business and is in good standing in every jurisdiction in which its ownership of property or the nature of the business conducted by it makes such qualification necessary, except to the extent that the failure to be so qualified or be in good standing would not have a Material Adverse Effect on the CompanyPurchaser. The Purchaser does not own, directly or indirectly, any capital stock or other equity interests of any other Person. (b) The authorized capital stock of the Company consists of (i) 45,000,000 Ordinary Shares, and (ii) 33,000,000 Preferred A Shares. As of the date of this Agreement and Agreement, the Closing (assuming no Company Options have been exercised and without taking into account the exercise authorized capital stock of the Company Warrants after Purchaser consists of 50,000,000 shares of Purchaser Common Stock, of which 1,650,000 shares were issued and outstanding, and 10,000,000 shares of preferred stock, par value $0.0001 per share, of which 2,000,000 were designated as Series A Convertible Preferred Stock, none of which was issued and outstanding as of the date of this Agreement). Immediately following the Closing, there are (i) 4,271,094 Ordinary Shares the authorized capital stock of the Purchaser consists of 50,000,000 shares of Purchaser Common Stock, of which 1,650,000 shares were issued and outstanding; outstanding as of the date of this Agreement, and (ii) 13,499,999 10,000,000 shares of preferred stock, par value $0.0001 per share, of which 2,000,000 were designated as Series A Convertible Preferred A Shares Stock, none of which was issued and outstanding. Schedule 2.1(b) sets forth (A) a complete and accurate list outstanding as of all holders the date of Ordinary Shares and Preferred A Shares, indicating the number of Ordinary Shares and Preferred A Shares held by each holder; which represents all this Agreement.[1] All of the issued and outstanding shares of capital stock of the Company, (B) all stock option plans and other stock or equity-related plans of the Company, (C) all options and warrants outstanding and (D) a complete and accurate list of all Noteholders, indicating the number of Company Notes held by each such noteholder; which represents all of the issued and outstanding Company Notes. All of the issued and outstanding Shares Purchaser Common Stock are duly authorized, validly issued, fully paid, nonassessable and free of all preemptive rights. Other than as listed in Schedule 2.1(b) and as set forth in the Company’s Certificate of Incorporation, there There are no outstanding or authorized optionsauthorized, warrants, rightsoptions to purchase common stock, notes, agreements or commitments to which the Company is a party or which are binding upon the Company providing for the issuance or redemption of any of its capital stock. Other than as listed in Schedule 2.1(b) and as set forth in the Company’s Fourth Amended and Restated Articles of Incorporation of the Company (the “Certificate of Incorporation”), as of the Closing Date there are no outstanding or authorized stock appreciation, phantom stock or similar rights with respect to the CompanyPurchaser. Except as set forth in Schedule 2.1(b) and as set forth in the Company’s Certificate of Incorporation, there There are no agreements to which the Company Purchaser is a party or by which it is bound with respect to the voting (including without limitation voting trusts or proxies), registration under the Securities Act Act, or sale or transfer (including without limitation agreements relating to pre-emptive rights, rights of first refusal, co-sale rights or “drag-along” rights) of any securities of the CompanyPurchaser. To the knowledge of the Company, there There are no agreements among other parties, to which the Company Purchaser is not a party and by which it is not bound, with respect to the voting (including without limitation voting trusts or proxies) or sale or transfer (including without limitation agreements relating to rights of first refusal, co-sale rights or “drag-along” rights) of any securities of the CompanyPurchaser. All of the issued and outstanding Shares shares of Purchaser Common Stock were issued in compliance with applicable foreignfederal and state securities laws. The 4,000,000 shares of Purchaser Common Stock to be issued at the Closing, when issued and delivered in accordance with the terms hereof, shall be duly and validly issued, fully paid and nonassessable and free of all preemptive rights and will be issued in compliance with applicable federal and state securities laws. Furthermore, the 907,237 and 125,731 shares of Purchaser Common Stock underlying the Purchaser Warrants and the Replacement Options, respectively, to be issued at the Closing have been duly and validly authorized and reserved for issuance, and when issued in accordance with the terms of the Purchaser Warrants and the Replacement Options, as the case may be, shall be duly and validly issued, fully paid and nonassessable and free of all preemptive rights and will be issued in compliance with applicable federal and state securities laws.

Organization; Capitalization. (a) The Company Each of Parent and Merger Sub is a corporation duly organized and incorporated, validly existing and in good standing under the laws of the jurisdiction in which it was formedState of Virginia and Delaware, respectively, and has the all requisite corporate power and authority to own own, lease and operate its properties and assets and to carry on its business as now being presently conducted. The Company Each of Parent’s Subsidiaries is not a party to any joint venture andlegal entity duly organized, other than Motus GI Inc., a Delaware corporation validly existing and wholly owned subsidiary in good standing under the Laws of Company, does not directly or indirectly own or hold capital stock or an equity its respective jurisdiction of organization and has all requisite corporate or similar interest in any entitypower and authority to own, lease and operate its properties and assets and to carry on its business as presently conducted. The Company Each of Parent and its Subsidiaries is duly qualified as a foreign entity or licensed, and has all necessary governmental approvals, to do business and is in good standing in every each jurisdiction in which its ownership of the property owned, leased or operated by it or the nature of the business conducted by it makes such approvals, qualification or licensing necessary, except to the extent that where the failure to be so duly approved, qualified or be licensed and in good standing has not had and would not have reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the CompanyParent. (b) The authorized capital stock of the Company Parent consists of 600,000,000 shares of common stock, par value $0.01 per share (the “Parent Common Stock”), and 10,000,000 shares of preferred stock, par value $0.01 per share (the “Parent Preferred Stock”). As of July 18, 2014, (i) 45,000,000 Ordinary Shares205,621,682 shares of Parent Common Stock were issued and outstanding (not including shares held in treasury), (ii) no shares of Parent Common Stock were held in treasury, (iii) no shares of Parent Preferred Stock were issued or outstanding and (iv) 22,205,003 shares of Parent Common Stock were reserved for issuance under the Parent Stock Plans, of which amount (A) 492,106 shares of Parent Common Stock are subject to outstanding options, (B) 6,000 shares of Parent Common Stock are subject to outstanding restricted stock awards, and (iiC) 33,000,000 1,743,830 shares of Parent Common Stock are subject to outstanding time- and performance-vesting restricted stock unit awards (assuming satisfaction of any performance vesting conditions at maximum levels), and (v) no other shares of capital stock or other voting securities of Parent were issued, reserved for issuance or outstanding. All outstanding shares of Parent Common Stock are, and shares of Parent Common Stock issued or reserved for issuance in connection with the Merger, when issued in accordance with the respective terms thereof, will be, duly authorized, validly issued, fully paid and nonassessable and free of preemptive rights. Except as set forth in this Section 4.1(b), as of July 18, 2014, there are no outstanding subscriptions, options, warrants, calls, convertible securities, exchangeable securities or other similar rights, agreements or commitments to which Parent or any of its Subsidiaries is a party (A) obligating Parent or any of its Subsidiaries to (1) issue, transfer, exchange, sell or register for sale any shares of capital stock or other equity interests of Parent or any Subsidiary of Parent or securities convertible into or exchangeable for such shares or equity interests, (2) grant, extend or enter into any such subscription, option, warrant, call, convertible securities or other similar right, agreement or arrangement relating to the capital stock or other equity interest of Parent or any Subsidiary of Parent, (3) redeem or otherwise acquire any such shares of capital stock or other equity interests of Parent or its Subsidiaries, or (4) make any payment to any person the value of which is derived from or calculated based on the value of Parent Common Stock or Parent Preferred A SharesStock or (B) granting any preemptive or antidilutive or similar rights with respect to any security issued by Parent or its Subsidiaries. As of the date hereof, neither Parent nor any of this Agreement and its Subsidiaries has outstanding any bonds, debentures, notes or other indebtedness, the Closing (assuming no Company Options have been exercised and without taking into account the exercise of the Company Warrants after the date of this Agreement), there are (i) 4,271,094 Ordinary Shares issued and outstanding; and (ii) 13,499,999 shares of Preferred A Shares issued and outstanding. Schedule 2.1(b) sets forth (A) a complete and accurate list of all holders of Ordinary Shares and Preferred A Shareswhich have the right to vote (or which are convertible or exchangeable into or exercisable for securities having the right to vote) with the stockholders of Parent on any matter. (c) Parent or a Subsidiary of Parent owns, indicating the number of Ordinary Shares and Preferred A Shares held by each holder; which represents directly or indirectly, all of the issued and outstanding shares of capital stock or other equity interests of the Companyeach Subsidiary of Parent, (B) free and clear of any preemptive rights and any Liens other than Permitted Liens or restrictions on transfer imposed by applicable Law, and all stock option plans and other of such shares of capital stock or equity-related plans of the Company, (C) all options and warrants outstanding and (D) a complete and accurate list of all Noteholders, indicating the number of Company Notes held by each such noteholder; which represents all of the issued and outstanding Company Notes. All of the issued and outstanding Shares other equity interests are duly authorized, validly issued, fully paid, paid and nonassessable and free of all preemptive rights. Other than as listed in Schedule 2.1(b) and as set forth in the Company’s Certificate of Incorporation, there are no outstanding or authorized options, warrants, rights, notes, agreements or commitments to which the Company is a party or which are binding upon the Company providing for the issuance or redemption of any of its capital stock. Other than as listed in Schedule 2.1(b) and as set forth in the Company’s Fourth Amended and Restated Articles of Incorporation of the Company (the “Certificate of Incorporation”), as of the Closing Date there are no outstanding or authorized stock appreciation, phantom stock or similar rights with respect to the Company. Except as set forth in Schedule 2.1(b) and as set forth in the Company’s Certificate of Incorporation, there are no agreements to which the Company is a party or by which it is bound with respect to the voting (including without limitation voting trusts or proxies), registration under the Securities Act or sale or transfer (including without limitation agreements relating to pre-emptive rights, rights of first refusal, co-sale rights or “drag-along” rights) of any securities of the Company. To the knowledge of the Company, there are no agreements among other parties, to which the Company is not a party and by which it is not bound, with respect to the voting (including without limitation voting trusts or proxies) or sale or transfer (including without limitation agreements relating to rights of first refusal, co-sale rights or “drag-along” rights) of any securities of the Company. All of the issued and outstanding Shares were issued in compliance with applicable foreign, federal and state securities laws.

Organization; Capitalization. (a) The Company is duly organized and validly existing in good standing under the laws of the jurisdiction in which it was formed, formed and has the requisite power and authority to own its properties and to carry on its business as now being conducted. The Company is not a party to any joint venture and, other than Motus GI Inc., a Delaware corporation and wholly owned subsidiary of Company, does not directly or indirectly own or hold capital stock or an equity or similar interest in any entity. The Company is duly qualified as a foreign entity to do business and is in good standing in every jurisdiction in which its ownership of property or the nature of the business conducted by it makes such qualification necessary, except to the extent that the failure to be so qualified or be in good standing would not have a material adverse effect on (i) its financial condition, business, assets, prospects or results of operations, taken as a whole, (ii) its ability to perform its obligations under this Agreement (herein, a “Material Adverse Effect on the CompanyEffect”). (b) The authorized capital stock of the Company consists after sale of the $8,000,000 of Series B Preferred Stock will consist of (i) 45,000,000 Ordinary Shares50,000,000 shares of Common Stock, and (ii) 33,000,000 10,000,000 shares of Preferred Stock, of which 1,346,390 shares shall be designated Series A Sharesconvertible preferred stock and 3,367,003 shares shall be designated Series B convertible preferred stock. As of the date Closing Date, there are 1,772,736 shares of this Agreement and the Closing (assuming no Company Options have been exercised and without taking into account the exercise Common Stock of the Company Warrants after the date of this Agreement), there are (i) 4,271,094 Ordinary Shares issued and outstanding; and (ii) 13,499,999 536,913 shares of Common Stock reserved for issuance under the Company’s 2020 Equity Incentive Plan. The Company has no plans or commitments to issue any securities other than the issuance of shares of Common Stock and Series A Preferred A Shares issued and outstanding. Schedule 2.1(b) sets forth (A) a complete and accurate list of all Stock to the holders of Ordinary Shares equity of GT Gain SA, the issuance and sale of up to a maximum of 3,367,003 shares of Series B Preferred A SharesStock in the Series B Preferred Stock offering and the issuance of warrants to Tribal Capital Markets, indicating LLC, the placement agent for the Series B Preferred Stock offering (the “Placement Agent”) to purchase shares of Common Stock representing 8% of the number of Ordinary Shares and Preferred A Shares held by each holder; which represents all of the issued and outstanding shares of capital stock of Series B Preferred Stock sold in the Company, (B) all stock option plans and other stock or equity-related plans of the Company, (C) all options and warrants outstanding and (D) a complete and accurate list of all Noteholders, indicating the number of Company Notes held by each such noteholder; which represents all of the issued and outstanding Company NotesSeries B Preferred Stock offering. All of the issued and outstanding Shares Common Stock, Series A Preferred Stock and Series B Preferred Stock are or on the Closing date when issued will be duly authorized, validly issued, fully paid, nonassessable non-assessable and free of all preemptive rights. Other than as listed in Schedule 2.1(b) and as set forth warrants to purchase 8% of the number of shares of Series B Preferred Stock issued in the Company’s Certificate of Incorporationcurrent offering, there are no outstanding or authorized options, warrants, rights, notes, agreements or commitments to which the Company is a party or which are binding upon the Company providing for the issuance or redemption of any of its capital stock. Other than as listed in Schedule 2.1(b) and as set forth in the Company’s Fourth Amended and Restated Articles of Incorporation of the Company (the “Certificate of Incorporation”), as of the Closing Date there There are no outstanding or authorized stock appreciation, phantom stock or similar rights with respect to the Company. Except as set forth in Schedule 2.1(b) for the Voting Agreement, Right of First Refusal and as set forth in Co-Sale Agreement and Investor Rights Agreement to be executed by the Company’s Certificate Investor and the holders of IncorporationSeries B Preferred Stock, there are no agreements to which the Company is a party or by which it is bound with respect to the voting (including without limitation voting trusts or proxies), registration under the Securities Act Act, or sale or transfer (including without limitation agreements relating to pre-emptive rights, rights of first refusal, co-sale rights or “drag-along” rights) of any securities of the Company. To the knowledge of the Company, there are no agreements among other parties, to which the Company is not a party and by which it is not bound, with respect to the voting (including without limitation voting trusts or proxies) or sale or transfer (including without limitation agreements relating to rights of first refusal, co-sale rights or “drag-along” rights) of any securities of the Company. All of the issued and outstanding Shares shares of capital stock of the Company were issued in compliance with applicable foreign, federal and state securities laws.

Organization; Capitalization. (a) The Company (i) CECity is a corporation duly organized and incorporated, validly existing in good standing and presently subsisting under the laws of Pennsylvania and (ii) CECity Subsidiary is a limited liability company duly organized, validly existing and presently subsisting under the jurisdiction in which it was formed, and has the requisite power and authority to own its properties and to carry on its business as now being conductedlaws of Pennsylvania. The Company is not a party to any joint venture and, other than Motus GI Inc., a Delaware corporation and wholly owned subsidiary of Company, does not directly or indirectly own or hold capital stock or an equity or similar interest in any entity. The Company CECity is duly qualified to do business as a foreign entity to do business corporation and is in good standing in every each jurisdiction in which its ownership of property or the nature of the business conducted property owned or leased by it makes or the conduct of its business requires such qualification necessaryqualification, except to the extent that where the failure to be so qualified or be in good standing would not reasonably be likely to have a Material Adverse Effect on the CompanyEffect. (b) The entire authorized capital stock of the Company CECity consists of 100,000 shares, divided into Class A Voting Common Stock, par value, $.01 per share (the “Class A Voting Common Stock”), and Class B Nonvoting Common Stock, par value, $.01 per share (the “Class B Nonvoting Common Stock”). There are (i) 45,000,000 Ordinary Shares, 100 shares of Class A Voting Common Stock issued and outstanding and (ii) 33,000,000 Preferred A Shares. As 10,567 shares of the date of this Agreement and the Closing (assuming no Company Options have been exercised and without taking into account the exercise of the Company Warrants after the date of this Agreement), there are (i) 4,271,094 Ordinary Shares Class B Nonvoting Common Stock issued and outstanding; and outstanding (ii) 13,499,999 shares of Preferred A Shares issued and outstanding. Schedule 2.1(b) sets forth (A) a complete and accurate list of all holders of Ordinary Shares and Preferred A Shares, indicating the number of Ordinary Shares and Preferred A Shares held by each holder; which represents all of the such issued and outstanding shares of capital stock Class A Voting Common Stock and Class B Nonvoting Common Stock, being, collectively, the “Shares”). Section 4.1(b) of the Company, (B) all stock option plans and other stock or equity-related plans of the Company, (C) all options and warrants outstanding and (D) Disclosure Schedule sets forth a complete and accurate list of all Noteholdersof the holders of shares of Class A Voting Common Stock and all of the holders of shares of Class B Nonvoting and, indicating in each case, the number of Company Notes such shares held by each such noteholder; which represents all of Person. The Shares and the Member Interest have been duly authorized and validly issued and outstanding Company Notesare fully paid and non-assessable. All No Shares have been issued in violation of the issued and outstanding Shares are duly authorized, validly issued, fully paid, nonassessable and free of all any preemptive rights. Other than as listed in Schedule 2.1(bor similar right. (c) and Except as set forth in Section 4.1(c) of the Company’s Certificate Disclosure Schedule, other than the Shares and the Member Interest, there are no shares of Incorporationcommon stock, preferred stock or other equity interests of CECity or CECity Subsidiary authorized, reserved, issued or outstanding, and there are no outstanding or authorized preemptive rights or other options, warrants, rightsputs, notes, calls or other similar agreements with respect thereto (i) convertible or commitments to which the Company is a party exchangeable into or which are binding upon the Company providing exercisable for the issuance any securities of CECity or redemption of CECity Subsidiary or (ii) requiring or giving any of its capital stock. Other than as listed in Schedule 2.1(b) and as set forth in the Company’s Fourth Amended and Restated Articles of Incorporation of the Company (the “Certificate of Incorporation”), as of the Closing Date there are no outstanding or authorized stock appreciation, phantom stock or similar Person any rights with respect to the Companyissuance, transfer, redemption, or acquisition of any shares of capital stock (or other equity interests) of CECity or CECity Subsidiary. Except CECity is not subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any Shares. (d) CECity owns the sole member interest in CECity Subsidiary (the “Member Interest”), of record and beneficially, free and clear of all Encumbrances. Neither CECity nor CECity Subsidiary has, or has had, any Subsidiaries (other than, in the case of CECity, CECity Subsidiary) and, except as set forth in Schedule 2.1(bSection 4.1(d) and as set forth of the Disclosure Schedule, neither CECity nor CECity Subsidiary owns, directly or indirectly, any capital stock or other equity or voting interest of any Person, has any direct or indirect equity or ownership interest in any business or is a member of or participant in any partnership, joint venture or other entity (other than, in the Company’s Certificate case of IncorporationCECity, there are no agreements CECity Subsidiary). (e) CECity has made available to which Buyer true and complete copies of the Company is a party or by which it is bound with respect amended and restated articles of incorporation and by-laws of CECity and the certificate of organization and operating agreement of CECity Subsidiary, in each case as amended to the voting (including without limitation voting trusts or proxies)date of this Agreement, registration under the Securities Act or sale or transfer (including without limitation agreements relating to pre-emptive rights, rights of first refusal, co-sale rights or “drag-along” rights) of any securities of the Company. To the knowledge of the Company, there are no agreements among other parties, to which the Company and neither CECity nor CECity Subsidiary is not a party and by which it is not bound, with respect to the voting (including without limitation voting trusts or proxies) or sale or transfer (including without limitation agreements relating to rights of first refusal, co-sale rights or “drag-along” rights) of any securities of the Company. All of the issued and outstanding Shares were issued in compliance with applicable foreign, federal and state securities lawsviolation thereof.

Organization; Capitalization. (a) The Company Each of Parent and Merger Sub is a corporation duly organized and incorporated, validly existing and in good standing under the laws of the jurisdiction in which it was formedState of Virginia and Delaware, respectively, and has the all requisite corporate power and authority to own own, lease and operate its properties and assets and to carry on its business as now being presently conducted. The Company Each of Parent’s Subsidiaries is not a party to any joint venture andlegal entity duly organized, other than Motus GI Inc., a Delaware corporation validly existing and wholly owned subsidiary in good standing under the Laws of Company, does not directly or indirectly own or hold capital stock or an equity its respective jurisdiction of organization and has all requisite corporate or similar interest in any entitypower and authority to own, lease and operate its properties and assets and to carry on its business as presently conducted. The Company Each of Parent and its Subsidiaries is duly qualified as a foreign entity or licensed, and has all necessary governmental approvals, to do business and is in good standing in every each jurisdiction in which its ownership of the property owned, leased or operated by it or the nature of the business conducted by it makes such approvals, qualification or licensing necessary, except to the extent that where the failure to be so duly approved, qualified or be licensed and in good standing has not had and would not have reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the CompanyParent. (b) The authorized capital stock of the Company Parent consists of 600,000,000 shares of common stock, par value $0.01 per share (the “Parent Common Stock”), and 10,000,000 shares of preferred stock, par value $0.01 per share (the “Parent Preferred Stock”). As of July 18, 2014, (i) 45,000,000 Ordinary Shares205,621,682 shares of Parent Common Stock were issued and outstanding (not including shares held in treasury), (ii) no shares of Parent Common Stock were held in treasury, (iii) no shares of Parent Preferred Stock were issued or outstanding and (iv) 22,205,003 shares of Parent Common Stock were reserved for issuance under the Parent Stock Plans, of which amount (A) 492,106 shares of Parent Common Stock are subject to outstanding options, (B) 6,000 shares of Parent Common Stock are subject to outstanding restricted stock awards, and (iiC) 33,000,000 1,743,830 shares of Parent Common Stock are subject to outstanding time- and performance-vesting restricted stock units awards (assuming satisfaction of any performance vesting conditions at maximum levels), and (v) no other shares of capital stock or other voting securities of Parent were issued, reserved for issuance or outstanding. All outstanding shares of Parent Common Stock are, and shares of Parent Common Stock issued or reserved for issuance in connection with the Merger, when issued in accordance with the respective terms thereof, will be, duly authorized, validly issued, fully paid and nonassessable and free of preemptive rights. Except as set forth in this Section 4.1(b), as of July 18, 2014, there are no outstanding subscriptions, options, warrants, calls, convertible securities, exchangeable securities or other similar rights, agreements or commitments to which Parent or any of its Subsidiaries is a party (A) obligating Parent or any of its Subsidiaries to (1) issue, transfer, exchange, sell or register for sale any shares of capital stock or other equity interests of Parent or any Subsidiary of Parent or securities convertible into or exchangeable for such shares or equity interests, (2) grant, extend or enter into any such subscription, option, warrant, call, convertible securities or other similar right, agreement or arrangement relating to the capital stock or other equity interest of Parent or any Subsidiary of Parent, (3) redeem or otherwise acquire any such shares of capital stock or other equity interests of Parent or its Subsidiaries, or (4) make any payment to any person the value of which is derived from or calculated based on the value of Parent Common Stock or Parent Preferred A SharesStock or (B) granting any preemptive or antidilutive or similar rights with respect to any security issued by Parent or its Subsidiaries. As of the date hereof, neither Parent nor any of this Agreement and its Subsidiaries has outstanding any bonds, debentures, notes or other indebtedness, the Closing (assuming no Company Options have been exercised and without taking into account the exercise of the Company Warrants after the date of this Agreement), there are (i) 4,271,094 Ordinary Shares issued and outstanding; and (ii) 13,499,999 shares of Preferred A Shares issued and outstanding. Schedule 2.1(b) sets forth (A) a complete and accurate list of all holders of Ordinary Shares and Preferred A Shareswhich have the right to vote (or which are convertible or exchangeable into or exercisable for securities having the right to vote) with the stockholders of Parent on any matter. (c) Parent or a Subsidiary of Parent owns, indicating the number of Ordinary Shares and Preferred A Shares held by each holder; which represents directly or indirectly, all of the issued and outstanding shares of capital stock or other equity interests of the Companyeach Subsidiary of Parent, (B) free and clear of any preemptive rights and any Liens other than Permitted Liens or restrictions on transfer imposed by applicable Law, and all stock option plans and other of such shares of capital stock or equity-related plans of the Company, (C) all options and warrants outstanding and (D) a complete and accurate list of all Noteholders, indicating the number of Company Notes held by each such noteholder; which represents all of the issued and outstanding Company Notes. All of the issued and outstanding Shares other equity interests are duly authorized, validly issued, fully paid, paid and nonassessable and free of all preemptive rights. Other than as listed in Schedule 2.1(b) and as set forth in the Company’s Certificate of Incorporation, there are no outstanding or authorized options, warrants, rights, notes, agreements or commitments to which the Company is a party or which are binding upon the Company providing for the issuance or redemption of any of its capital stock. Other than as listed in Schedule 2.1(b) and as set forth in the Company’s Fourth Amended and Restated Articles of Incorporation of the Company (the “Certificate of Incorporation”), as of the Closing Date there are no outstanding or authorized stock appreciation, phantom stock or similar rights with respect to the Company. Except as set forth in Schedule 2.1(b) and as set forth in the Company’s Certificate of Incorporation, there are no agreements to which the Company is a party or by which it is bound with respect to the voting (including without limitation voting trusts or proxies), registration under the Securities Act or sale or transfer (including without limitation agreements relating to pre-emptive rights, rights of first refusal, co-sale rights or “drag-along” rights) of any securities of the Company. To the knowledge of the Company, there are no agreements among other parties, to which the Company is not a party and by which it is not bound, with respect to the voting (including without limitation voting trusts or proxies) or sale or transfer (including without limitation agreements relating to rights of first refusal, co-sale rights or “drag-along” rights) of any securities of the Company. All of the issued and outstanding Shares were issued in compliance with applicable foreign, federal and state securities laws.

Organization; Capitalization. (a) The Company is duly organized and validly existing in good standing under the laws of the jurisdiction in which it was formed, and has the requisite power and authority to own its properties and to carry on its business as now being conducted. The Company is not a party to any joint venture and, other than Motus GI Inc., a Delaware corporation and wholly owned subsidiary of Company, does not directly or indirectly own or hold capital stock or an equity or similar interest in any entity. The Company is duly qualified as a foreign entity to do business and is in good standing in every jurisdiction in which its ownership of property or the nature of the business conducted by it makes such qualification necessary, except to the extent that the failure to be so qualified or be in good standing would not have a Material Adverse Effect on the Company. (b) The authorized capital stock of the Company consists of (i) 45,000,000 Ordinary Shares15,000,000 shares of Common Stock, and (ii) 33,000,000 6,000,000 shares of Preferred Stock of which 200,000 shares are designated as Series A SharesNon-Convertible Preferred Stock, 1,627,000 are designated as Series A Convertible Preferred Stock, and 4,173,000 are undesignated. As of the date of this Agreement and the Closing (assuming no Company Options have been exercised and without taking into account the exercise of the Company Warrants after the date of this Agreement)Closing, there are (i) 4,271,094 Ordinary 4,562,450 Common Shares issued and outstanding; and (ii) 13,499,999 1,402,199 shares of Preferred A Shares Stock issued and outstanding, of which 200,000 are Series A Non-Convertible Preferred Stock and 1,202,199 are Series A Convertible Preferred Stock. Schedule 2.1(b3.01(b) sets forth (A) a complete and accurate list of all holders of Ordinary Common Shares, Series A Convertible Preferred Shares and Series A Non-Convertible Preferred A Shares, indicating the number of Ordinary Common Shares, Series A Convertible Preferred Shares and Series A Non-Convertible Preferred A Shares held by each holder; which represents all of the issued and outstanding shares of capital stock of the Company, (B) all stock option plans and other stock or equity-related plans of the Company, Company and (C) all options and warrants outstanding and (D) a complete and accurate list of all Noteholders, indicating the number of Company Notes held by each such noteholder; which represents all of the issued and outstanding Company Notesoutstanding. All of the issued and outstanding Shares are duly authorized, validly issued, fully paid, nonassessable and free of all preemptive rights. Other than as listed in Schedule 2.1(b) and as set forth in the Company’s Certificate of Incorporation3.01(b), there are no outstanding or authorized options, warrants, rights, notes, agreements or commitments to which the Company is a party or which are binding upon the Company providing for the issuance or redemption of any of its capital stock. Other than as listed in Schedule 2.1(b) and as set forth in the Company’s Fourth Amended and Restated Articles of Incorporation of the Company (the “Certificate of Incorporation”3.01(b), as of the Closing Date there are no outstanding or authorized stock appreciation, phantom stock or similar rights with respect to the Company. Except as set forth in Schedule 2.1(b) and as set forth in the Company’s Certificate of Incorporation3.01(b), there are no agreements to which the Company is a party or by which it is bound with respect to the voting (including without limitation voting trusts or proxies), registration under the Securities Act of 1933, as amended, or sale or transfer (including without limitation agreements relating to pre-emptive rights, rights of first refusal, co-sale rights or “drag-along” rights) of any securities of the Company. To the knowledge of the Company, there are no agreements among other parties, to which the Company is not a party and by which it is not bound, with respect to the voting (including without limitation voting trusts or proxies) or sale or transfer (including without limitation agreements relating to rights of first refusal, co-sale rights or “drag-along” rights) of any securities of the Company. All of the issued and outstanding Company Shares were issued in compliance with applicable foreign, federal and state securities laws.