Common use of Organization; Qualification and Capital Stock; Corporate Records Clause in Contracts

Organization; Qualification and Capital Stock; Corporate Records. (a) Data Road is a corporation duly organized, validly existing and in good standing under the laws of the State of Florida, and has the corporate power to own all of its property and assets, to incur all of its liabilities and to carry on its Business as now being conducted. (b) Data Road is duly qualified to do business and in good standing in each jurisdiction in which the nature or conduct of the Business or the character or location of its properties makes such qualification necessary, except where any such failure would not have a material adverse effect on Data Road. (c) The names of the directors and officers of Data Road, together with the offices they hold, are set forth on Schedule 4.1(c). Data Road has delivered to Zanett true and complete copies of (i) the articles of incorporation of Data Road, together with all amendments thereto and (ii) the by-laws of Data Road, together with all amendments thereto, as currently in effect. (d) The authorized capital stock of Data Road consists of 100 shares of common stock, par value $1.00 per share, of which 100 shares are duly and validly issued and outstanding, fully paid and non-assessable. Other than the Shares, since its date of incorporation, Data Road has not issued any shares of its capital stock, nor has Data Road effected any stock split or otherwise changed its capitalization. (e) None of the outstanding shares of Data Road's capital stock has been issued in violation of any preemptive rights of the current or past shareholders of Data Road, or any stock purchase agreement or other agreement to which Data Road was or is a party or bound. (f) Except as set forth on Schedule 4.1(f), since January 1, 0000, Xxxx Xxxx has not (i) paid any dividend to any of its equity owners, (ii) made any other distribution on or with respect to, or redeemed or otherwise acquired, any equity interest in Data Road, (iii) made or permitted any change in the authorized, issued, or treasury shares of its equity securities, or (iv) taken any action which, if taken after the date of this Agreement, would require the prior written consent of Buyer pursuant to this Agreement. There is no liability for dividends declared or accumulated but unpaid with respect to any of the Shares. (g) Data Road has not made any distributions to any holders of Shares or participated in or effected any issuance, exchange or retirement of Shares, or otherwise changed the equity interests of holders of Shares in contemplation of effecting the transactions contemplated by this Agreement and the Related Agreements within the one year immediately preceding the date of this Agreement. (h) Except as set forth on Schedule 4.1(h), Data Road has not conducted business under any name other than its own. Schedule 4.1(i) includes a list of all of Data Road's fictitious name registrations. (i) Subject to the satisfaction of the conditions precedent set forth herein, Data Road has the corporate power to execute, deliver and perform this Agreement and the Related Agreements to which Data Road is a party, and, subject to the satisfaction of the conditions precedent set forth herein, has taken all action required by its articles of incorporation, by- laws or otherwise, to authorize the execution, delivery and performance of this Agreement and the Related Agreements. The execution and delivery of this Agreement has been approved by the Board of Directors of Data Road. This Agreement is a valid obligation of Data Road, legally binding upon it and enforceable in accordance with its terms. (j) All corporate books and financial records included in the Books and Records of Data Road are complete and correct in all material respects and have been maintained in accordance with good business practice. True and complete copies of all minutes, resolutions, stock certificates and stock transfer ledgers of Data Road are contained in the minute books and stock transfer ledgers that have been delivered to Buyer for inspection and will be delivered to Buyer at the Closing.

Organization; Qualification and Capital Stock; Corporate Records. (a) Data Road DCG is a corporation duly organized, validly existing and in good standing under the laws of the State of FloridaCalifornia, and has the corporate power to own all of its property and assets, to incur all of its liabilities and to carry on its Business as now being conducted. (b) Data Road DCG is duly qualified to do business and in good standing in each jurisdiction in which the nature or conduct of the Business or the character or location of its properties makes such qualification necessary, except where any such failure would not have a material adverse effect listed on Data Road.Schedule 4.1(b), (c) The names of the directors and officers of Data RoadDCG, together with the offices they hold, are set forth on Schedule 4.1(c). Data Road has delivered Attached to Zanett Schedule 4.1(c) are true and complete copies of (i) the articles of incorporation of Data RoadDCG, together with all amendments thereto and (ii) the by-by- laws of Data RoadDCG, together with all amendments thereto, as currently in effect. (d) The authorized capital stock of Data Road DCG consists of 100 10,000,000 shares of common stock, no par value $1.00 per sharevalue, and 5,000,000 shares of preferred stock, no par value, of which 100 5,460,013 shares of common stock are duly and validly issued and outstanding, are fully paid and non-assessableassessable and no shares of preferred stock are outstanding. Other than the Shares, since its date of incorporation, Data Road DCG has not issued any shares of its capital stock, nor has Data Road DCG effected any stock split or otherwise changed its capitalization. (e) None of the outstanding shares of Data RoadDCG's capital stock has been issued in violation of any preemptive rights of the current or past shareholders of Data RoadDCG, or any stock purchase agreement or other agreement to which Data Road DCG was or is a party or bound. (f) Except for options to purchase 65,000 Shares granted under the DeltaData, Inc. 1998 Stock Option Plan, each of which shall be cancelled or 12 converted into Shares prior to Closing pursuant to Option Cancellation and Release Agreements substantially in the form provided on Exhibit D (the "Option Cancellation Agreements"), there are no unexpired issued or outstanding options, warrants, rights to subscribe for, calls, or commitments of any character whatsoever relating to, or securities or rights convertible into or exchangeable for, shares of the capital stock of DCG, or contracts, commitments, understandings or arrangements by which DCG is or may be obligated to issue additional shares of its capital stock or options, warrants or rights to purchase or acquire any additional shares of its capital stock. (g) Except as set forth on Schedule 4.1(f4.1(g), since January 1, 00002003, Xxxx Xxxx DCG has not (i) paid any dividend to any of its equity owners, (ii) made any other distribution on or with respect to, or redeemed or otherwise acquired, any equity interest in Data RoadDCG, (iii) made or permitted any change in the authorized, issued, or treasury shares of its equity securities, or (iv) taken any action which, if taken after the date of this Agreement, would require the prior written consent of Buyer Parent and/or Merger Sub pursuant to this Agreement. There is no liability for dividends declared or accumulated but unpaid with respect to any of the Shares. (gh) Data Road DCG has not made any distributions to any holders of Shares or participated in or effected any issuance, exchange or retirement of Shares, or otherwise changed the equity interests of holders of Shares in contemplation of effecting the transactions contemplated by this Agreement and the Related Agreements Merger within the one year immediately preceding the date of this Agreement. (hi) Except as set forth on Schedule 4.1(h4.1(i), Data Road DCG has not conducted business under any name other than its own. Schedule 4.1(i) includes a list of all of Data RoadDCG's fictitious name registrations. (ij) Subject to the satisfaction of the conditions precedent set forth herein, Data Road DCG has the corporate power to execute, deliver and perform this Agreement and the Related Agreements to which Data Road DCG is a party, and, subject to the satisfaction of the conditions precedent set forth herein, has taken all action required by its articles of incorporation, by- by-laws or otherwise, to authorize the execution, delivery and performance of this Agreement and the Related Agreements. The execution and delivery of this Agreement has been approved by the Board of Directors of Data RoadDCG. This Agreement is a valid obligation of Data RoadDCG, legally binding upon it and enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to creditors' rights and remedies generally and subject, as to enforceability, to general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity). (jk) All corporate books and financial records included in the The Books and Records of Data Road DCG are complete and correct in all material respects and have been maintained in accordance with good business practice. True and complete copies of all minutes, resolutions, stock certificates and stock transfer ledgers of Data Road DCG are contained in the minute books and stock transfer ledgers that have been delivered to Buyer the Parent for inspection and will be delivered to Buyer the Parent at the Closing. The minute books, stock certificate books, stock transfer records and such other books and other corporate records as may be requested by Parent, are complete and correct in all material respects.

Organization; Qualification and Capital Stock; Corporate Records. (a) Data Road PDI is a corporation duly organized, validly existing and in good standing under the laws of the State of FloridaColorado, and has the corporate power to own all of its property and assets, to incur all of its liabilities and to carry on its Business as now being conducted. (b) Data Road PDI is duly qualified to do business and in good standing in each jurisdiction in which the nature or conduct of the Business or the character or location of its properties makes such qualification necessary, listed on Schedule 4.1(b), except where any for such failure failures to be so qualified which would not have a material adverse effect on Data Roadeffect. (c) The names of the directors and officers of Data RoadPDI, together with the offices they hold, are set forth on Schedule 4.1(c). Data Road has delivered Attached to Zanett Schedule 4.1(c) are true and complete copies of (i) the articles of incorporation of Data RoadPDI, together with all amendments thereto and (ii) the by-by- laws of Data RoadPDI, together with all amendments thereto, as currently in effect. (d) The authorized capital stock of Data Road PDI consists of 100 (i) 10,000,000 shares of voting common stock, par value $1.00 per share, 3,100,000 of which 100 shares are duly and validly issued and outstanding, are fully paid and non-assessable, (ii) 1,000,000 shares of non-voting common stock, 300,000 of which shares are duly and validly issued and outstanding, are fully paid and non-assessable. Other than the Shares, since its date of incorporation, Data Road PDI has not issued any shares of its capital stock, nor has Data Road PDI effected any stock split or otherwise changed its capitalization. (e) None of the outstanding shares of Data Road's PDI’s capital stock has been issued in violation of any preemptive rights of the current or past shareholders of Data RoadPDI, or any stock purchase agreement or other agreement to which Data Road PDI was or is a party or bound. (f) There are no issued or outstanding options, warrants, rights to subscribe for, calls, or commitments of any character whatsoever relating to, or securities or rights convertible into or exchangeable for, shares of the capital stock of PDI, or contracts, commitments, understandings or arrangements by which PDI is or may be obligated to issue additional shares of its capital stock or options, warrants or rights to purchase or acquire any additional shares of its capital stock. (g) Except as set forth on Schedule 4.1(f4.1(g), since January 1December 31, 00002001, Xxxx Xxxx PDI has not (i) paid any dividend to any of its equity owners, (ii) made any other distribution on or with respect to, or redeemed or otherwise acquired, any equity interest in Data RoadPDI, (iii) made or permitted any change in the authorized, issued, or treasury shares of its equity securities, or (iv) taken any action which, if taken after the date of this Agreement, would require the prior written consent of Buyer Parent and/or Merger Sub pursuant to this Agreement. There is no liability for dividends declared or accumulated but unpaid with respect to any of the Shares. (gh) Data Road PDI has not made any distributions to any holders of Shares or participated in or effected any issuance, exchange or retirement of Shares, or otherwise changed the equity interests of holders of Shares in contemplation of effecting the transactions contemplated by this Agreement and the Related Agreements Merger within the one year immediately preceding the date of this Agreement. (hi) Except as set forth on Schedule 4.1(h4.1(i), Data Road PDI has not conducted business under any name other than its own. Schedule 4.1(i) includes a list of all of Data Road's PDI’s fictitious name registrations. (ij) Subject to the satisfaction of the conditions precedent set forth herein, Data Road PDI has the corporate power to execute, deliver and perform this Agreement and the Related Agreements to which Data Road PDI is a party, and, subject to the satisfaction of the conditions precedent set forth herein, has taken all action required by its articles certificate of incorporation, by- by-laws or otherwise, to authorize the execution, delivery and performance of this Agreement and the Related Agreements. The execution and delivery of this Agreement has been approved by the Board of Directors of Data RoadPDI. This Agreement is a valid obligation of Data RoadPDI, legally binding upon it and enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to creditors’ rights and remedies generally and subject, as to enforceability, to general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity). (jk) All corporate books and financial records included in the The Books and Records of Data Road PDI are complete and correct in all material respects and have been maintained in accordance with good business practice. True and complete copies of all minutes, resolutions, stock certificates and stock transfer ledgers of Data Road PDI are contained in the minute books and stock transfer ledgers that have been delivered to Buyer the Parent for inspection and will be delivered to Buyer the Parent at the Closing. The minute books, stock certificate books, stock transfer records and such other books and other corporate records as may be requested by Parent, are complete and correct in all material respects.

Organization; Qualification and Capital Stock; Corporate Records. (a) Data Road PDI is a corporation duly organized, validly existing and in good standing under the laws of the State of FloridaColorado, and has the corporate power to own all of its property and assets, to incur all of its liabilities and to carry on its Business as now being conducted. (b) Data Road PDI is duly qualified to do business and in good standing in each jurisdiction in which the nature or conduct of the Business or the character or location of its properties makes such qualification necessary, listed on Schedule 4.1(b), except where any for such failure failures to be so qualified which would not have a material adverse effect on Data Roadeffect. (c) The names of the directors and officers of Data RoadPDI, together with the offices they hold, are set forth on Schedule 4.1(c). Data Road has delivered Attached to Zanett Schedule 4.1(c) are true and complete copies of (i) the articles of incorporation of Data RoadPDI, together with all amendments thereto and (ii) the by-by- laws of Data RoadPDI, together with all amendments thereto, as currently in effect. (d) The authorized capital stock of Data Road PDI consists of 100 (i) 10,000,000 shares of voting common stock, par value $1.00 per share, 3,100,000 of which 100 shares are duly and validly issued and outstanding, are fully paid and non-assessable, (ii) 1,000,000 shares of non-voting common stock, 300,000 of which shares are duly and validly issued and outstanding, are fully paid and non-assessable. Other than the Shares, since its date of incorporation, Data Road PDI has not issued any shares of its capital stock, nor has Data Road PDI effected any stock split or otherwise changed its capitalization. (e) None of the outstanding shares of Data RoadPDI's capital stock has been issued in violation of any preemptive rights of the current or past shareholders of Data RoadPDI, or any stock purchase agreement or other agreement to which Data Road PDI was or is a party or bound. (f) There are no issued or outstanding options, warrants, rights to subscribe for, calls, or commitments of any character whatsoever relating to, or securities or rights convertible into or exchangeable for, shares of the capital stock of PDI, or contracts, commitments, understandings or arrangements by which PDI is or may be obligated to issue additional shares of its capital stock or options, warrants or rights to purchase or acquire any additional shares of its capital stock. (g) Except as set forth on Schedule 4.1(f4.1(g), since January 1December 31, 00002001, Xxxx Xxxx PDI has not (i) paid any dividend to any of its equity owners, (ii) made any other distribution on or with respect to, or redeemed or otherwise acquired, any equity interest in Data RoadPDI, (iii) made or permitted any change in the authorized, issued, or treasury shares of its equity securities, or (iv) taken any action which, if taken after the date of this Agreement, would require the prior written consent of Buyer Parent and/or Merger Sub pursuant to this Agreement. There is no liability for dividends declared or accumulated but unpaid with respect to any of the Shares. (gh) Data Road PDI has not made any distributions to any holders of Shares or participated in or effected any issuance, exchange or retirement of Shares, or otherwise changed the equity interests of holders of Shares in contemplation of effecting the transactions contemplated by this Agreement and the Related Agreements Merger within the one year immediately preceding the date of this Agreement. (hi) Except as set forth on Schedule 4.1(h4.1(i), Data Road PDI has not conducted business under any name other than its own. Schedule 4.1(i) includes a list of all of Data RoadPDI's fictitious name registrations. (ij) Subject to the satisfaction of the conditions precedent set forth herein, Data Road PDI has the corporate power to execute, deliver and perform this Agreement and the Related Agreements to which Data Road PDI is a party, and, subject to the satisfaction of the conditions precedent set forth herein, has taken all action required by its articles certificate of incorporation, by- by-laws or otherwise, to authorize the execution, delivery and performance of this Agreement and the Related Agreements. The execution and delivery of this Agreement has been approved by the Board of Directors of Data RoadPDI. This Agreement is a valid obligation of Data RoadPDI, legally binding upon it and enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to creditors' rights and remedies generally and subject, as to enforceability, to general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity). (jk) All corporate books and financial records included in the The Books and Records of Data Road PDI are complete and correct in all material respects and have been maintained in accordance with good business practice. True and complete copies of all minutes, resolutions, stock certificates and stock transfer ledgers of Data Road PDI are contained in the minute books and stock transfer ledgers that have been delivered to Buyer the Parent for inspection and will be delivered to Buyer the Parent at the Closing. The minute books, stock certificate books, stock transfer records and such other books and other corporate records as may be requested by Parent, are complete and correct in all material respects.

Organization; Qualification and Capital Stock; Corporate Records. (a) Data Road Whitbread is a corporation duly organized, validly existing and in good standing under the laws of the State Commonwealth of FloridaMassachusetts, and has the corporate power to own all of its property and assets, to incur all of its liabilities and to carry on its Business as now being conducted. (b) Data Road Whitbread is duly qualified to do business and in good standing in each jurisdiction in which the nature or conduct of the Business or the character or location of its properties makes such qualification necessary, except where any such failure to be qualified would not have a material adverse effect on Data RoadWhitbread., (c) The names of the directors and officers of Data RoadWhitbread, together with the offices they hold, are set forth on Schedule 4.1(c). Data Road has delivered Attached to Zanett Schedule 4.1(c) are true and complete copies of (i) the articles Articles of incorporation Organization of Data RoadWhitbread, together with all amendments thereto and (ii) the by-laws of Data RoadWhitbread, together with all amendments thereto, as currently in effect. (d) The authorized capital stock of Data Road Whitbread consists of 100 200,000 shares of common stock, no par value $1.00 per sharevalue, of which 100 200 shares are duly and validly issued and outstanding, are fully paid and non-assessable. Other than the Shares, since its date of incorporation, Data Road Whitbread has not issued any shares of its capital stock, nor has Data Road Whitbread effected any stock split or otherwise changed its capitalization. (e) None of the outstanding shares of Data RoadWhitbread's capital stock has been issued in violation of any preemptive rights of the current or past shareholders of Data RoadWhitbread, or any stock purchase agreement or other agreement to which Data Road Whitbread was or is a party or bound. (f) Except for options to purchase shares of Whitbread's common stock granted to certain employees of Whitbread, each of which shall be cancelled prior to Closing pursuant to Waiver, Acknowledgment, Release and Termination Agreements substantially in the form provided on Exhibit E (the "Option Waivers"), there are no issued or outstanding options, warrants, rights to subscribe for, calls, or commitments of any character whatsoever relating to, or securities or rights convertible into or exchangeable for, shares of the capital stock of Whitbread, or contracts, commitments, understandings or arrangements by which Whitbread is or may be obligated to issue additional shares of its capital stock or options, warrants or rights to purchase or acquire any additional shares of its capital stock. (g) Except as set forth on Schedule 4.1(f4.1(g), since January 1, 00002004, Xxxx Xxxx Whitbread has not (i) paid any dividend to any of its equity owners, (ii) made any other distribution on or with respect to, or redeemed or otherwise acquired, any equity interest in Data RoadWhitbread, (iii) made or permitted any change in the authorized, issued, or treasury shares of its equity securities, or (iv) taken any action which, if taken after the date of this Agreement, would require the prior written consent of the Buyer pursuant to this Agreement. There is no liability for dividends declared or accumulated but unpaid with respect to any of the Shares. (gh) Data Road Whitbread has not made any non-cash distributions to any holders of Shares or participated in or effected any issuance, exchange or retirement of Shares, or otherwise changed the equity interests of holders of Shares in contemplation of effecting the transactions contemplated by this Agreement and the Related Agreements within the one year immediately preceding the date of this Agreement. (hi) Except as set forth on Schedule 4.1(h4.1(i), Data Road Whitbread has not conducted business under any name other than its own. Schedule 4.1(i) includes a list of all of Data RoadWhitbread's fictitious name registrations. (ij) Subject to the satisfaction of the conditions precedent set forth herein, Data Road Whitbread has the corporate power to execute, deliver and perform this Agreement and the Related Agreements to which Data Road Whitbread is a party, and, subject to the satisfaction of the conditions precedent set forth herein, has taken all action required by its articles Articles of incorporationOrganization, by- laws or otherwise, to authorize the execution, delivery and performance of this Agreement and the Related Agreements. The execution and delivery of this Agreement has been approved by the Board of Directors of Data RoadWhitbread. This Assuming this Agreement constitutes the valid and binding agreement of Buyer, this Agreement is a valid obligation of Data RoadWhitbread, legally binding upon it and enforceable in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other similar laws now or hereafter in effect relating to creditors' rights and remedies generally and subject, as to enforceability, to general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity), including those limiting the availability of specific performance, injunctive relief and other equitable remedies and those providing for equitable defenses (collectively, the "Enforceability Limitations"). (jk) All corporate books and financial records included in the The Books and Records of Data Road Whitbread are complete and correct in all material respects and have been maintained in accordance with good business practice. True and complete copies of all minutes, resolutions, stock certificates and stock transfer ledgers of Data Road Whitbread are contained in the minute books and stock transfer ledgers that have been delivered to the Buyer for inspection and will be delivered to the Buyer at the Closing. The minute books, stock certificate books, stock transfer records and such other books and other corporate records as may be requested by the Buyer, are complete and correct in all material respects.

Organization; Qualification and Capital Stock; Corporate Records. (a) Data Road BCG is a corporation duly organized, validly existing and in good standing under the laws of the State of FloridaOhio, and has the requisite corporate power to own all of its property and assets, to incur all of its liabilities and to carry on its Business as now being conducted. (b) Data Road BCG is duly qualified to do business and is in good standing in each jurisdiction in which the nature or conduct of the Business or the character or location of its properties makes such qualification necessary, except where any such the failure to be so qualified would not have a material adverse effect on Data RoadBCG. A list of all such jurisdictions appears on Schedule 4.1(b). (c) The names of the directors and officers of Data RoadBCG, together with the offices they hold, are set forth on Schedule 4.1(c). Data Road has delivered Attached to Zanett Schedule 4.1(c) are true and complete copies of (i) the articles of incorporation of Data Road, together with all amendments thereto and (ii) the by-laws of Data RoadBCG, together with all amendments thereto, and (ii) the by- laws of BCG, together with all amendments thereto, each as currently in effect. (d) . The authorized capital stock of Data Road BCG consists of 100 850 shares of common stock, no par value $1.00 per share, two (2) of which 100 shares are duly and validly issued and outstanding, fully paid and non-assessable. Other than the SharesExcept as set forth on Schedule 4.1(c), since its date of incorporation, Data Road BCG has not issued any shares of its capital stock, nor has Data Road effected any stock split or otherwise changed its capitalization. (ed) None of the outstanding shares of Data Road's capital stock Shares has been issued in violation of any preemptive rights of the current or past shareholders of Data RoadBCG, or any stock purchase agreement or other agreement to which Data Road BCG was or is a party or bound. (e) There are no issued or outstanding options, warrants, rights to subscribe for, calls, or commitments of any character whatsoever relating to, or securities or rights convertible into or exchangeable for, shares of the capital stock of BCG, or contracts, commitments, understandings or arrangements by which BCG is or may be obligated to issue additional shares of its capital stock or options, warrants or rights to purchase or acquire any additional shares of its capital stock. (f) Except as set forth on Schedule 4.1(f), since January 1December 31, 00002001, Xxxx Xxxx BCG has not (i) paid any dividend to any of its equity owners, (ii) made any other distribution on or with respect to, or redeemed or otherwise acquired, any equity interest in Data RoadBCG, or (iii) made or permitted any change in the authorized, issued, or treasury shares of its equity securities, or (iv) taken any action which, if taken after the date of this Agreement, would require the prior written consent of Buyer pursuant to this Agreement. There is no liability for dividends declared or accumulated but unpaid with respect to any of the Shares. (g) Data Road has not made any distributions to any holders of Shares or participated in or effected any issuance, exchange or retirement of Shares, or otherwise changed the equity interests of holders of Shares in contemplation of effecting the transactions contemplated by this Agreement and the Related Agreements within the one year immediately preceding the date of this Agreement. (h) Except as set forth on Schedule 4.1(h), Data Road BCG has not conducted business under any name other than its own. own Schedule 4.1(i4.1(g) includes a list of all of Data Road's BCG’s fictitious name registrations. (ih) Subject to the satisfaction of the conditions precedent set forth herein, Data Road BCG has the corporate power to execute, deliver and perform this Agreement and the Related Agreements to which Data Road BCG is a party, and, subject to the satisfaction of the conditions precedent set forth herein, has taken all action required by its articles of incorporation, by- by-laws or otherwise, to authorize the execution, delivery and performance of this Agreement and the Related Agreements. Except as set forth in Schedule 4.1(h), the execution and delivery of this Agreement does not, and the consummation of the Merger and the consummation of the transactions contemplated hereby will not, violate any provisions of the articles of incorporation or by-laws of BCG or any provisions of, or result in the acceleration of any obligation under, any Encumbrance lease, agreement, instrument, order, arbitration award, judgment or decree, to which BCG or any of the BCG Shareholders is a party, or by which it is bound, or violate any restriction of any kind to which it is subject. The execution and delivery of this Agreement has been approved by the Board of Directors of Data RoadBCG. This Agreement is a valid obligation of Data RoadBCG, legally binding upon it and enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to creditors’ rights and remedies generally and subject, as to enforceability, to general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity). (ji) All corporate books and financial records included in the The Books and Records of Data Road BCG are complete and correct in all material respects and have been maintained in accordance with good business practice. True and complete copies of all minutes, resolutions, stock certificates and stock transfer ledgers of Data Road BCG are contained in the minute books and stock transfer ledgers that have been delivered to Buyer the Parent for inspection and will be delivered to Buyer the Parent at the Closing.

Organization; Qualification and Capital Stock; Corporate Records. (a) Data Road BCG is a corporation duly organized, validly existing and in good standing under the laws of the State of FloridaOhio, and has the requisite corporate power to own all of its property and assets, to incur all of its liabilities and to carry on its Business as now being conducted. (b) Data Road BCG is duly qualified to do business and is in good standing in each jurisdiction in which the nature or conduct of the Business or the character or location of its properties makes such qualification necessary, except where any such the failure to be so qualified would not have a material adverse effect on Data RoadBCG. A list of all such jurisdictions appears on Schedule 4.1(b). (c) The names of the directors and officers of Data RoadBCG, together with the offices they hold, are set forth on Schedule 4.1(c). Data Road has delivered Attached to Zanett Schedule 4.1(c) are true and complete copies of (i) the articles of incorporation of Data Road, together with all amendments thereto and (ii) the by-laws of Data RoadBCG, together with all amendments thereto, and (ii) the by- laws of BCG, together with all amendments thereto, each as currently in effect. (d) . The authorized capital stock of Data Road BCG consists of 100 850 shares of common stock, no par value $1.00 per share, two (2) of which 100 shares are duly and validly issued and outstanding, fully paid and non-assessable. Other than the SharesExcept as set forth on Schedule 4.1(c), since its date of incorporation, Data Road BCG has not issued any shares of its capital stock, nor has Data Road effected any stock split or otherwise changed its capitalization. (ed) None of the outstanding shares of Data Road's capital stock Shares has been issued in violation of any preemptive rights of the current or past shareholders of Data RoadBCG, or any stock purchase agreement or other agreement to which Data Road BCG was or is a party or bound. (e) There are no issued or outstanding options, warrants, rights to subscribe for, calls, or commitments of any character whatsoever relating to, or securities or rights convertible into or exchangeable for, shares of the capital stock of BCG, or contracts, commitments, understandings or arrangements by which BCG is or may be obligated to issue additional shares of its capital stock or options, warrants or rights to purchase or acquire any additional shares of its capital stock. (f) Except as set forth on Schedule 4.1(f), since January 1December 31, 00002001, Xxxx Xxxx BCG has not (i) paid any dividend to any of its equity owners, (ii) made any other distribution on or with respect to, or redeemed or otherwise acquired, any equity interest in Data RoadBCG, or (iii) made or permitted any change in the authorized, issued, or treasury shares of its equity securities, or (iv) taken any action which, if taken after the date of this Agreement, would require the prior written consent of Buyer pursuant to this Agreement. There is no liability for dividends declared or accumulated but unpaid with respect to any of the Shares. (g) Data Road has not made any distributions to any holders of Shares or participated in or effected any issuance, exchange or retirement of Shares, or otherwise changed the equity interests of holders of Shares in contemplation of effecting the transactions contemplated by this Agreement and the Related Agreements within the one year immediately preceding the date of this Agreement. (h) Except as set forth on Schedule 4.1(h), Data Road BCG has not conducted business under any name other than its own. Schedule 4.1(i4.1(g) includes a list of all of Data RoadBCG's fictitious name registrations. (ih) Subject to the satisfaction of the conditions precedent set forth herein, Data Road BCG has the corporate power to execute, deliver and perform this Agreement and the Related Agreements to which Data Road BCG is a party, and, subject to the satisfaction of the conditions precedent set forth herein, has taken all action required by its articles of incorporation, by- by-laws or otherwise, to authorize the execution, delivery and performance of this Agreement and the Related Agreements. Except as set forth in Schedule 4.1(h), the execution and delivery of this Agreement does not, and the consummation of the Merger and the consummation of the transactions contemplated hereby will not, violate any provisions of the articles of incorporation or by-laws of BCG or any provisions of, or result in the acceleration of any obligation under, any Encumbrance lease, agreement, instrument, order, arbitration award, judgment or decree, to which BCG or any of the BCG Shareholders is a party, or by which it is bound, or violate any restriction of any kind to which it is subject. The execution and delivery of this Agreement has been approved by the Board of Directors of Data RoadBCG. This Agreement is a valid obligation of Data RoadBCG, legally binding upon it and enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to creditors' rights and remedies generally and subject, as to enforceability, to general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity). (ji) All corporate books and financial records included in the The Books and Records of Data Road BCG are complete and correct in all material respects and have been maintained in accordance with good business practice. True and complete copies of all minutes, resolutions, stock certificates and stock transfer ledgers of Data Road BCG are contained in the minute books and stock transfer ledgers that have been delivered to Buyer the Parent for inspection and will be delivered to Buyer the Parent at the Closing.

Organization; Qualification and Capital Stock; Corporate Records. (a) Data Road BBT is a corporation duly organized, validly existing and in good standing under the laws of the State of FloridaDelaware, and has the corporate power to own all of its property and assets, to incur all of its liabilities and to carry on its Business as now being conducted. (b) Data Road BBT is duly qualified to do business and in good standing in each jurisdiction in which the nature or conduct of the Business or the character or location of its properties makes such qualification necessary, except for those jurisdictions where any such the failure to be so qualified or in good standing would not individually or in the aggregate have a material adverse effect on Data Roadthe Business of BBT. A list of all such jurisdictions appears on SCHEDULE 4.1(B). (c) The names of the directors and officers of Data RoadBBT, together with the offices they hold, are set forth on Schedule 4.1(cSCHEDULE 4.1(C). Data Road has delivered to Zanett true and complete copies of (i) the articles of incorporation of Data Road, together with all amendments thereto and (ii) the by-laws of Data Road, together with all amendments thereto, as currently in effect. (d) The authorized capital stock of Data Road BBT consists of 100 25,000,000 shares of voting common stock, par value $1.00 per share, 10,285,000 of which 100 shares are duly and validly issued and outstanding, are fully paid and non-assessable. Other than the SharesExcept as set forth on SCHEDULE 4.1(D), since its date of incorporation, Data Road BBT has not issued any shares of its capital stock, nor has Data Road effected any stock split or otherwise changed its capitalization. (e) None of the outstanding shares of Data RoadBBT's capital stock has been issued in violation of any preemptive rights of the current or past shareholders stockholders of Data RoadBBT, or any stock purchase agreement or other agreement to which Data Road BBT was or is a party or bound. (f) Except as set forth on Schedule 4.1(fSCHEDULE 4.1(F), there are no issued or outstanding options, warrants, rights to subscribe for, calls, or commitments of any character whatsoever relating to, or securities or rights convertible into or exchangeable for, shares of the capital stock of BBT, or contracts, commitments, understandings or arrangements by which BBT is or may be obligated to issue additional shares of its capital stock or options, warrants or rights to purchase or acquire any additional shares of its capital stock. (g) Except as disclosed on SCHEDULE 4.1(G) and except for dividends to BBT Shareholders for the purpose of distribution of BBT's profits for the fiscal year ended December 31, 2001, since January 1December 31, 00002000, Xxxx Xxxx BBT has not (i) paid any dividend to any of its equity owners, (ii) made any other distribution on or with respect to, or redeemed or otherwise acquired, any equity interest in Data RoadBBT, (iii) made or permitted any change in the authorized, issued, or treasury shares of its equity securities, or (iv) taken any action which, if taken after the date of this Agreement, would require the prior written consent of Buyer Parent and/or Merger Sub pursuant to this Agreement. There is no liability for dividends declared or accumulated but unpaid with respect to any of the Shares. (gh) Data Road except as set forth on Schedule 4.1(h), BBT has not made any distributions to any holders of Shares or participated in or effected any issuance, exchange or retirement of Shares, or otherwise changed the equity interests of holders of Shares in contemplation of effecting the transactions contemplated by this Agreement and the Related Agreements Merger within the one year immediately preceding the date of this Agreement. (hi) Except as set forth on Schedule 4.1(hSCHEDULE 4.1(I), Data Road BBT has not conducted business under any name other than its own. Schedule 4.1(iSCHEDULE 4.1(I) includes a list of all of Data RoadBBT's fictitious name registrations. (ij) Subject to the satisfaction of the conditions precedent set forth herein, Data Road BBT has the corporate power to execute, deliver and perform this Agreement and the Related Agreements to which Data Road BBT is a party, and, subject to the satisfaction of the conditions precedent set forth herein, has taken all action required by its articles certificate of incorporation, by- by-laws or otherwise, to authorize the execution, delivery and performance of this Agreement and the Related Agreements. Except as set forth in SCHEDULE 4.1(J), the execution and delivery of this Agreement does not, and the consummation of the Merger and the consummation of the transactions contemplated hereby will not, violate any provisions of the certificate of incorporation or by-laws of BBT or any provisions of, or result in the acceleration of any obligation under, any mortgage, lien, lease, agreement, instrument, order, arbitration award, judgment or decree, to which BBT or any of the BBT Shareholders is a party, or by which it is bound, or violate any restriction of any kind to which it is subject. The execution and delivery of this Agreement has been approved by the Board of Directors of Data RoadBBT. This Agreement is a valid obligation of Data RoadBBT, legally binding upon it and enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to creditors' rights and remedies generally and subject, as to enforceability, to general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity). (jk) All corporate books and financial records included in the The Books and Records of Data Road BBT are complete and correct in all material respects and have been maintained in accordance with good business practice. True and complete copies of all minutes, resolutions, stock certificates and stock transfer ledgers of Data Road BBT are contained in the minute books and stock transfer ledgers that have been delivered to Buyer the Parent for inspection and will be delivered to Buyer the Parent at the Closing. The minute books, stock transfer records and such other books and records of BBT that have been delivered to the Parent and its representatives, are complete and correct in all material respects. The financial and business projections that appear in the Confidential Memorandum prepared by BBT and delivered to Parent and its representatives represent management's good faith estimates of the future performance of BBT based on assumptions set forth therein and which, in the reasonable judgment of management of BBT, were reasonable when made and continue to be reasonable on the date hereof, and are subject to all of the qualifications and disclaimers set forth in such Confidential Memorandum.

Organization; Qualification and Capital Stock; Corporate Records. (a) Data Road BBT is a corporation duly organized, validly existing and in good standing under the laws of the State of FloridaDelaware, and has the corporate power to own all of its property and assets, to incur all of its liabilities and to carry on its Business as now being conducted. (b) Data Road BBT is duly qualified to do business and in good standing in each jurisdiction in which the nature or conduct of the Business or the character or location of its properties makes such qualification necessary, except for those jurisdictions where any such the failure to be so qualified or in good standing would not individually or in the aggregate have a material adverse effect on Data Roadthe Business of BBT. A list of all such jurisdictions appears on SCHEDULE 4.1(B). (c) The names of the directors and officers of Data RoadBBT, together with the offices they hold, are set forth on Schedule 4.1(cSCHEDULE 4.1(C). Data Road has delivered to Zanett true and complete copies of (i) the articles of incorporation of Data Road, together with all amendments thereto and (ii) the by-laws of Data Road, together with all amendments thereto, as currently in effect. (d) The authorized capital stock of Data Road BBT consists of 100 25,000,000 shares of voting common stock, par value $1.00 per share, 10,285,000 of which 100 shares are duly and validly issued and outstanding, are fully paid and non-assessable. Other than the SharesExcept as set forth on SCHEDULE 4.1(D), since its date of incorporation, Data Road BBT has not issued any shares of its capital stock, nor has Data Road effected any stock split or otherwise changed its capitalization. (e) None of the outstanding shares of Data Road's BBT’s capital stock has been issued in violation of any preemptive rights of the current or past shareholders stockholders of Data RoadBBT, or any stock purchase agreement or other agreement to which Data Road BBT was or is a party or bound. (f) Except as set forth on Schedule 4.1(fSCHEDULE 4.1(F), there are no issued or outstanding options, warrants, rights to subscribe for, calls, or commitments of any character whatsoever relating to, or securities or rights convertible into or exchangeable for, shares of the capital stock of BBT, or contracts, commitments, understandings or arrangements by which BBT is or may be obligated to issue additional shares of its capital stock or options, warrants or rights to purchase or acquire any additional shares of its capital stock. (g) Except as disclosed on SCHEDULE 4.1(G) and except for dividends to BBT Shareholders for the purpose of distribution of BBT’s profits for the fiscal year ended December 31, 2001, since January 1December 31, 00002000, Xxxx Xxxx BBT has not (i) paid any dividend to any of its equity owners, (ii) made any other distribution on or with respect to, or redeemed or otherwise acquired, any equity interest in Data RoadBBT, (iii) made or permitted any change in the authorized, issued, or treasury shares of its equity securities, or (iv) taken any action which, if taken after the date of this Agreement, would require the prior written consent of Buyer Parent and/or Merger Sub pursuant to this Agreement. There is no liability for dividends declared or accumulated but unpaid with respect to any of the Shares. (gh) Data Road except as set forth on Schedule 4.1(h), BBT has not made any distributions to any holders of Shares or participated in or effected any issuance, exchange or retirement of Shares, or otherwise changed the equity interests of holders of Shares in contemplation of effecting the transactions contemplated by this Agreement and the Related Agreements Merger within the one year immediately preceding the date of this Agreement. (hi) Except as set forth on Schedule 4.1(hSCHEDULE 4.1(I), Data Road BBT has not conducted business under any name other than its own. Schedule 4.1(iSCHEDULE 4.1(I) includes a list of all of Data Road's BBT’s fictitious name registrations. (ij) Subject to the satisfaction of the conditions precedent set forth herein, Data Road BBT has the corporate power to execute, deliver and perform this Agreement and the Related Agreements to which Data Road BBT is a party, and, subject to the satisfaction of the conditions precedent set forth herein, has taken all action required by its articles certificate of incorporation, by- by-laws or otherwise, to authorize the execution, delivery and performance of this Agreement and the Related Agreements. Except as set forth in SCHEDULE 4.1(J), the execution and delivery of this Agreement does not, and the consummation of the Merger and the consummation of the transactions contemplated hereby will not, violate any provisions of the certificate of incorporation or by-laws of BBT or any provisions of, or result in the acceleration of any obligation under, any mortgage, lien, lease, agreement, instrument, order, arbitration award, judgment or decree, to which BBT or any of the BBT Shareholders is a party, or by which it is bound, or violate any restriction of any kind to which it is subject. The execution and delivery of this Agreement has been approved by the Board of Directors of Data RoadBBT. This Agreement is a valid obligation of Data RoadBBT, legally binding upon it and enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to creditors’ rights and remedies generally and subject, as to enforceability, to general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity). (jk) All corporate books and financial records included in the The Books and Records of Data Road BBT are complete and correct in all material respects and have been maintained in accordance with good business practice. True and complete copies of all minutes, resolutions, stock certificates and stock transfer ledgers of Data Road BBT are contained in the minute books and stock transfer ledgers that have been delivered to Buyer the Parent for inspection and will be delivered to Buyer the Parent at the Closing. The minute books, stock transfer records and such other books and records of BBT that have been delivered to the Parent and its representatives, are complete and correct in all material respects. The financial and business projections that appear in the Confidential Memorandum prepared by BBT and delivered to Parent and its representatives represent management’s good faith estimates of the future performance of BBT based on assumptions set forth therein and which, in the reasonable judgment of management of BBT, were reasonable when made and continue to be reasonable on the date hereof, and are subject to all of the qualifications and disclaimers set forth in such Confidential Memorandum.

Organization; Qualification and Capital Stock; Corporate Records. (a) Data Road Whitbread is a corporation duly organized, validly existing and in good standing under the laws of the State Commonwealth of FloridaMassachusetts, and has the corporate power to own all of its property and assets, to incur all of its liabilities and to carry on its Business as now being conducted. (b) Data Road Whitbread is duly qualified to do business and in good standing in each jurisdiction in which the nature or conduct of the Business or the character or location of its properties makes such qualification necessary, except where any such failure to be qualified would not have a material adverse effect on Data RoadWhitbread. (c) The names of the directors and officers of Data RoadWhitbread, together with the offices they hold, are set forth on Schedule 4.1(c). Data Road has delivered Attached to Zanett Schedule 4.1(c) are true and complete copies of (i) the articles Articles of incorporation Organization of Data RoadWhitbread, together with all amendments thereto and (ii) the by-laws of Data RoadWhitbread, together with all amendments thereto, as currently in effect. (d) The authorized capital stock of Data Road Whitbread consists of 100 200,000 shares of common stock, no par value $1.00 per sharevalue, of which 100 200 shares are duly and validly issued and outstanding, are fully paid and non-assessable. Other than the Shares, since its date of incorporation, Data Road Whitbread has not issued any shares of its capital stock, nor has Data Road Whitbread effected any stock split or otherwise changed its capitalization. (e) None of the outstanding shares of Data Road's Whitbread’s capital stock has been issued in violation of any preemptive rights of the current or past shareholders of Data RoadWhitbread, or any stock purchase agreement or other agreement to which Data Road Whitbread was or is a party or bound. (f) Except for options to purchase shares of Whitbread’s common stock granted to certain employees of Whitbread, each of which shall be cancelled prior to Closing pursuant to Waiver, Acknowledgment, Release and Termination Agreements substantially in the form provided on Exhibit E (the “Option Waivers”), there are no issued or outstanding options, warrants, rights to subscribe for, calls, or commitments of any character whatsoever relating to, or securities or rights convertible into or exchangeable for, shares of the capital stock of Whitbread, or contracts, commitments, understandings or arrangements by which Whitbread is or may be obligated to issue additional shares of its capital stock or options, warrants or rights to purchase or acquire any additional shares of its capital stock. (g) Except as set forth on Schedule 4.1(f4.1(g), since January 1, 00002004, Xxxx Xxxx Whitbread has not (i) paid any dividend to any of its equity owners, (ii) made any other distribution on or with respect to, or redeemed or otherwise acquired, any equity interest in Data RoadWhitbread, (iii) made or permitted any change in the authorized, issued, or treasury shares of its equity securities, or (iv) taken any action which, if taken after the date of this Agreement, would require the prior written consent of the Buyer pursuant to this Agreement. There is no liability for dividends declared or accumulated but unpaid with respect to any of the Shares. (gh) Data Road Whitbread has not made any non-cash distributions to any holders of Shares or participated in or effected any issuance, exchange or retirement of Shares, or otherwise changed the equity interests of holders of Shares in contemplation of effecting the transactions contemplated by this Agreement and the Related Agreements within the one year immediately preceding the date of this Agreement. (hi) Except as set forth on Schedule 4.1(h4.1(i), Data Road Whitbread has not conducted business under any name other than its own. Schedule 4.1(i) includes a list of all of Data Road's Whitbread’s fictitious name registrations. (ij) Subject to the satisfaction of the conditions precedent set forth herein, Data Road Whitbread has the corporate power to execute, deliver and perform this Agreement and the Related Agreements to which Data Road Whitbread is a party, and, subject to the satisfaction of the conditions precedent set forth herein, has taken all action required by its articles Articles of incorporationOrganization, by- by-laws or otherwise, to authorize the execution, delivery and performance of this Agreement and the Related Agreements. The execution and delivery of this Agreement has been approved by the Board of Directors of Data RoadWhitbread. This Assuming this Agreement constitutes the valid and binding agreement of Buyer, this Agreement is a valid obligation of Data RoadWhitbread, legally binding upon it and enforceable in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other similar laws now or hereafter in effect relating to creditors’ rights and remedies generally and subject, as to enforceability, to general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity), including those limiting the availability of specific performance, injunctive relief and other equitable remedies and those providing for equitable defenses (collectively, the “Enforceability Limitations”). (jk) All corporate books and financial records included in the The Books and Records of Data Road Whitbread are complete and correct in all material respects and have been maintained in accordance with good business practice. True and complete copies of all minutes, resolutions, stock certificates and stock transfer ledgers of Data Road Whitbread are contained in the minute books and stock transfer ledgers that have been delivered to the Buyer for inspection and will be delivered to the Buyer at the Closing. The minute books, stock certificate books, stock transfer records and such other books and other corporate records as may be requested by the Buyer, are complete and correct in all material respects.

Organization; Qualification and Capital Stock; Corporate Records. (a) Data Road DCG is a corporation duly organized, validly existing and in good standing under the laws of the State of FloridaCalifornia, and has the corporate power to own all of its property and assets, to incur all of its liabilities and to carry on its Business as now being conducted. (b) Data Road DCG is duly qualified to do business and in good standing in each jurisdiction in which the nature or conduct of the Business or the character or location of its properties makes such qualification necessary, except where any such failure would not have a material adverse effect listed on Data Road.Schedule 4.1(b), (c) The names of the directors and officers of Data RoadDCG, together with the offices they hold, are set forth on Schedule 4.1(c). Data Road has delivered Attached to Zanett Schedule 4.1(c) are true and complete copies of (i) the articles of incorporation of Data RoadDCG, together with all amendments thereto and (ii) the by-by- laws of Data RoadDCG, together with all amendments thereto, as currently in effect. (d) The authorized capital stock of Data Road DCG consists of 100 10,000,000 shares of common stock, no par value $1.00 per sharevalue, and 5,000,000 shares of preferred stock, no par value, of which 100 5,460,013 shares of common stock are duly and validly issued and outstanding, are fully paid and non-assessableassessable and no shares of preferred stock are outstanding. Other than the Shares, since its date of incorporation, Data Road DCG has not issued any shares of its capital stock, nor has Data Road DCG effected any stock split or otherwise changed its capitalization. (e) None of the outstanding shares of Data Road's DCG’s capital stock has been issued in violation of any preemptive rights of the current or past shareholders of Data RoadDCG, or any stock purchase agreement or other agreement to which Data Road DCG was or is a party or bound. (f) Except for options to purchase 65,000 Shares granted under the DeltaData, Inc. 1998 Stock Option Plan, each of which shall be cancelled or converted into Shares prior to Closing pursuant to Option Cancellation and Release Agreements substantially in the form provided on Exhibit D (the “Option Cancellation Agreements”), there are no unexpired issued or outstanding options, warrants, rights to subscribe for, calls, or commitments of any character whatsoever relating to, or securities or rights convertible into or exchangeable for, shares of the capital stock of DCG, or contracts, commitments, understandings or arrangements by which DCG is or may be obligated to issue additional shares of its capital stock or options, warrants or rights to purchase or acquire any additional shares of its capital stock. (g) Except as set forth on Schedule 4.1(f4.1(g), since January 1, 00002003, Xxxx Xxxx DCG has not (i) paid any dividend to any of its equity owners, (ii) made any other distribution on or with respect to, or redeemed or otherwise acquired, any equity interest in Data RoadDCG, (iii) made or permitted any change in the authorized, issued, or treasury shares of its equity securities, or (iv) taken any action which, if taken after the date of this Agreement, would require the prior written consent of Buyer Parent and/or Merger Sub pursuant to this Agreement. There is no liability for dividends declared or accumulated but unpaid with respect to any of the Shares. (gh) Data Road DCG has not made any distributions to any holders of Shares or participated in or effected any issuance, exchange or retirement of Shares, or otherwise changed the equity interests of holders of Shares in contemplation of effecting the transactions contemplated by this Agreement and the Related Agreements Merger within the one year immediately preceding the date of this Agreement. (hi) Except as set forth on Schedule 4.1(h4.1(i), Data Road DCG has not conducted business under any name other than its own. Schedule 4.1(i) includes a list of all of Data Road's DCG’s fictitious name registrations. (ij) Subject to the satisfaction of the conditions precedent set forth herein, Data Road DCG has the corporate power to execute, deliver and perform this Agreement and the Related Agreements to which Data Road DCG is a party, and, subject to the satisfaction of the conditions precedent set forth herein, has taken all action required by its articles of incorporation, by- by-laws or otherwise, to authorize the execution, delivery and performance of this Agreement and the Related Agreements. The execution and delivery of this Agreement has been approved by the Board of Directors of Data RoadDCG. This Agreement is a valid obligation of Data RoadDCG, legally binding upon it and enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to creditors’ rights and remedies generally and subject, as to enforceability, to general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity). (jk) All corporate books and financial records included in the The Books and Records of Data Road DCG are complete and correct in all material respects and have been maintained in accordance with good business practice. True and complete copies of all minutes, resolutions, stock certificates and stock transfer ledgers of Data Road DCG are contained in the minute books and stock transfer ledgers that have been delivered to Buyer the Parent for inspection and will be delivered to Buyer the Parent at the Closing. The minute books, stock certificate books, stock transfer records and such other books and other corporate records as may be requested by Parent, are complete and correct in all material respects.